<PAGE>

                                WARRANT AGREEMENT


      THIS AGREEMENT is dated this ____ day of _______________, 2001, by and
among BIODELIVERY SCIENCES INTERNATIONAL, INC., an Indiana corporation, having
its offices at UMDNJ New Jersey Medical School, 185 Orange Avenue,
Administrative Building 4, Newark, New Jersey 07103 (the "Company"), American
Stock Transfer & Trust Company, a ______________ corporation, having its offices
at ______________________, as agent (the "Warrant Agent"), and Roan/Meyers
Associates, L.P., a New York limited partnership as representative of the
several Underwriters listed in the prospectus under Underwriters, having its
offices at 17 State Street, New York, New York 10004.

      WHEREAS, pursuant to a Registration Statement on Form SB-2, registration
no. 333- ______ (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") and pursuant to an underwriting agreement
between the Company and the Underwriter dated __________, 2001 (the
"Underwriting Agreement") relating to the Company=s proposed public offering,
the Company proposes to issue up to 2,300,000 units (the "Units") (inclusive of
300,000 Units subject to the Representative's overallotment option), each Unit
consisting of one (1) share of the Company=s Common Stock, par value $0.01 per
share (the "Common Stock"), one (1) Class A Redeemable Common Stock Purchase
Warrant (the "Class A Warrant"), and one (1) Class B Redeemable Common Stock
Purchase Warrant (the "Class B Warrant"), and further proposes to issue to the
Representative or its designees an Option to purchase 200,000 additional Units
(the "Representative's Purchase Option"); and

      WHEREAS, each Class A Warrant is redeemable by the Company for $0.10 per
Warrant, upon thirty (30) days= prior written notice, if the average closing
price or bid price of the Common Stock, as reported by the principal exchange on
which the Common Stock is traded, NASDAQ, the OTC Bulletin Board or the National
Quotation Bureau Incorporated, as the case may be, equals or exceeds One Hundred
Twenty Percent (120%) of the then applicable Class A Warrant Exercise Price for
ten (10) consecutive trading days ending prior to the date of the notice of
redemption as provided herein; and

      WHEREAS, each Class B Warrant is redeemable by the Company for $0.10 per
Warrant, upon thirty (30) days= prior written notice, if the average closing
price or bid price of the Common Stock, as reported by the principal exchange on
which the Common Stock is traded, NASDAQ, the OTC Bulletin Board or the National
Quotation Bureau Incorporated, as the case may be, equals or exceeds One Hundred
Fifty Percent (150%) of the then applicable Class B Warrant Exercise Price for
ten (10) consecutive trading days ending prior to the date of the notice of
redemption as provided herein; and

      WHEREAS, the Company desires the Warrant Agent, and the Warrant Agent
agrees, to act on behalf of the Company in connection with the issuance,
registration, exercise, division, transfer,


                                       1
<PAGE>
exchange, replacement, redemption and surrender of the Warrant Certificates for
Class A Warrants and Class B Warrants and the rights of the holders thereof;

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, and for the purpose of defining the terms and provisions
of the Class A Warrants, the Class B Warrants, the Class A Warrant Certificates,
the Class B Warrant Certificates and the respective rights and obligations
thereunder of the Company, the Registered Holders, the Representative on behalf
of the Underwriters and the Warrant Agent, the parties hereto agree as follows:

      SECTION 1. DEFINITIONS. As used herein, the following terms shall have the
following meanings, unless the context shall otherwise require:

      (a)   "Business Office" shall mean the office of the Warrant Agent (or its
            successor) at which at any particular time its principal business
            shall be administered, which office is located on the date hereof at
            ___________________________________.

      (b)   "Change of Shares" shall have the meaning ascribed thereto in
            Section 8(a)(i) herein.

      (c)   "Class A Warrant" shall mean one (1) Class A Redeemable Common Stock
            Purchase Warrant of the Company.

      (d)   "Class B Warrant" shall mean one (1) Class B Redeemable Common Stock
            Purchase Warrant of the Company.

      (e)   "Class A Warrant Certificates" shall mean certificates representing
            Class A Warrants.

      (f)   "Class B Warrant Certificates" shall mean certificates representing
            Class B Warrants.

      (g)   "Class A Warrant Exercise Price" shall mean the purchase price to be
            paid upon exercise of each Class A Warrant in accordance with the
            terms hereof, which price shall be $10 per share, subject to
            adjustment as provided in Section 8 herein.

      (h)   "Class B Warrant Exercise Price" shall mean the purchase price to be
            paid upon exercise of each Class B Warrant in accordance with the
            terms hereof, which price shall be $15 per share, subject to
            adjustment as provided in Section 8 herein.

      (i)   "Class A Warrant Redemption Date" shall mean that date, if any, upon
            thirty (30) days' prior written notice, provided that the average
            closing price or bid price of the Common Stock, as reported by the
            principal exchange on which the Common Stock is traded, NASDAQ, the
            OTC Bulletin Board or the National Quotation Bureau Incorporated, as
            the case may be, equals or exceeds One Hundred Twenty Percent


                                       2
<PAGE>
            (120%) of the then applicable Class A Warrant Exercise Price for ten
            (10) consecutive trading days prior to the date of the notice of
            redemption.

      (j)   "Class B Warrant Redemption Date" shall mean that date, if any, upon
            thirty (30) days' prior written notice, provided that the average
            closing price or bid price of the Common Stock, as reported by the
            principal exchange on which the Common Stock is traded, NASDAQ, the
            OTC Bulletin Board or the National Quotation Bureau Incorporated, as
            the case may be, equals or exceeds One Hundred Fifty Percent (150%)
            of the then applicable Class B Warrant Exercise Price for ten (10)
            consecutive trading days prior to the date of the notice of
            redemption.

      (k)   "Commission" shall mean the United States Securities and Exchange
            Commission or any other federal agency at the time administering the
            Securities Act.

      (l)   "Common Stock" shall mean stock of the Company of any class or
            series, whether now or hereafter authorized, which has the right to
            participate in the distribution of earnings and assets of the
            Company without limit as to amount or percentage, which at the date
            hereof is the __________ authorized shares of Common Stock, par
            value $0.01 per share, of the Company.

      (m)   "Company" shall mean Biodelivery Sciences International, Inc., a
            [Delaware corporation].

      (n)   "Effective Date" shall mean the date a registration statement
            relating to the Common Stock underlying the Warrants is declared
            effective by the Securities and Exchange Commission.

      (o)   "Exchange Act" shall mean the Securities Exchange Act of 1934, as
            amended, or any similar federal statute, and the rules and
            regulations of the Commission thereunder, all as the same shall be
            in effect at the time.

      (p)   "Exercise Date" shall have the meaning ascribed thereto in Section 4
            herein.

      (q)   "Exercise Period" with respect to Class A Warrants and Class B
            Warrants shall mean the period commencing on their respective First
            Exercise Date and terminating on their respective Expiration Date.

      (r)   "Expiration Date" shall mean 5:00 p.m. (New York time) on the date
            which is the earlier of the fourth anniversary of the First Exercise
            Date or the last business day immediately preceding the Class A
            Redemption Date or Class B Redemption Date, as applicable, provided
            however, that if any such date shall be in the State of New York a
            holiday or a day on which banks are authorized to close, then 5:00
            p.m. (New York time) on the next following day which in the State of
            New York is not a holiday


                                       3
<PAGE>
            or a day on which banks are authorized to close, after which dates
            the respective Class A Warrants or Class B Warrants, as applicable,
            may not be exercised.

      (s)   "First Exercise Date" with respect to the Class A Warrants and the
            Class B Warrants shall mean the first anniversary of the Effective
            Date.

      (t)   "Redemption Date" shall mean Class A Redemption Date or Class B
            Redemption Date, as applicable.

      (u)   "Redemption Price" shall mean the price at which the Company may, at
            its option, redeem the Class A Warrants and/or the Class B Warrants,
            in accordance with the terms hereof, which price shall be $0.10 per
            Warrant.

      (v)   "Registered Holders" shall mean the persons in whose names any Class
            A Warrant Certificates or Class B Warrant Certificates shall be
            registered on the books maintained by the Warrant Agent pursuant to
            Section 6 herein.

      (w)   "Registration Statement" shall have the meaning ascribed thereto in
            the Preamble.

      (x)   "Restricted Stock" shall mean the Warrant Stock, excluding shares of
            Warrant Stock which have been (i) registered under the Securities
            Act pursuant to an effective registration statement filed thereunder
            and disposed of in accordance with the registration statement
            covering them, or (ii) publicly sold pursuant to Rule 144 under the
            Securities Act.

      (y)   "Securities Act" shall mean the Securities Act of 1933, as amended,
            or any similar federal statute, and the rules and regulations of the
            Commission thereunder, all as the same shall be in effect at the
            time.

      (z)   "Representative" shall mean Roan/Meyers Associates, L.P., a New York
            limited partnership.

      (aa)  "Underwriter's Purchase Option" shall have the meaning ascribed
            thereto in the Preamble.

      (bb)  "Underwriting Agreement" shall have the meaning ascribed thereto in
            the Preamble.

      (cc)  "Underwriters" shall be the underwriters listed in the Registration
            Statement in the Underwriter's section.


                                       4
<PAGE>
      (dd)  "Units" shall have the meaning ascribed thereto in the Preamble.

      (ee)  "Warrant Agent" shall mean American Stock Transfer and Trust Company
            (or its successor), as agent for the issuance, registration,
            transfer, and exchange of the Class A Warrant Certificates, the
            Class B Warrant Certificates, exercise of the Class A Warrants,
            exercise of the Class B Warrants and, thereupon, the issuance of the
            Warrant Stock.

      (ff)  "Warrant Certificates" shall mean, collectively, Class A Warrant
            Certificates and Class B Warrant Certificates.

      (gg)  "Warrant Stock" shall mean and include (i) up to 2,500,000 shares of
            authorized and unissued Common Stock initially reserved for issuance
            upon exercise of the Class A Warrants; (ii) up to 2,500,000 shares
            of authorized and unissued Common Stock initially reserved for
            issuance upon exercise of the Class B Warrants; and (iii) any
            additional shares of Common Stock or other property which may
            hereafter become issuable or deliverable upon exercise of the
            Warrants pursuant to Section 8 herein.

      (hh)  "Warrants" shall mean, collectively, the Class Warrants and the
            Class B Warrants.

      SECTION 2. WARRANTS AND ISSUANCE OF WARRANT CERTIFICATES. Each Class A
Warrant, when signed by the Chairman or President or any Vice President and by
the Secretary, Treasurer or Assistant Secretary of the Company and
counter-signed by the Warrant Agent, shall initially entitle the Registered
Holder of the Class A Warrant Certificate representing such Class A Warrant to
purchase one (1) share of Common Stock upon the exercise thereof and payment of
the Class A Warrant Exercise Price therefor, subject to modification and
adjustment as provided in Section 8 herein and redemption as provided in Section
9 herein. Each Class B Warrant, when signed by the Chairman or President or any
Vice President and by the Secretary, Treasurer or Assistant Secretary of the
Company and counter-signed by the Warrant Agent, shall initially entitle the
Registered Holder of the Class B Warrant Certificate representing such Class B
Warrant to purchase one (1) share of Common Stock upon the exercise thereof and
payment of the Class B Warrant Exercise Price therefor, subject to modification
and adjustment as provided in Section 8 herein and redemption as provided in
Section 9 herein.

      Upon execution of this Agreement, Warrant Certificates representing the
number of Warrants sold pursuant to the Underwriting Agreement shall be executed
by the Company and delivered to the Warrant Agent. Upon written order of the
Company signed by its President or Chairman or a Vice President and by its
Secretary or an Assistant Secretary, the Warrant Certificates shall be
countersigned, issued and delivered by the Warrant Agent as part of the Units.


                                       5
<PAGE>
      From time to time up to the Expiration Date, the Warrant Agent shall
countersign and deliver stock certificates in required whole number
denominations representing up to an aggregate of 4,600,000 shares of Common
Stock, subject to adjustment as described herein, upon the exercise of Warrants
in accordance with this Agreement.

      From time to time, up to the Expiration Date of the Warrants, the Warrant
Agent shall countersign and deliver Warrant Certificates in required whole
number denominations to the persons entitled thereto in connection with any
transfer or exchange permitted under this Agreement; provided that no Warrant
Certificates shall be issued except (i) those initially issued hereunder, (ii)
those issued on or after the First Exercise Date upon the exercise of fewer than
all Warrants represented by any Warrant Certificate to evidence any unexercised
Warrants held by the exercising Registered Holder, (iii) those issued upon any
transfer or exchange pursuant to Section 6 herein; (iv) those issued in
replacement of lost, stolen, destroyed or mutilated Warrant Certificates
pursuant to Section 7 herein; (v) those issued pursuant to the Representative's
Purchase Option; and (vi) at the option of the Company, in such form as may be
approved by its Board of Directors, to reflect any adjustment or change in the
Class A Warrant Exercise Price and/or Class B Warrant Exercise Price, the number
of shares of Common Stock purchasable upon exercise of the Warrants or the
Redemption Price therefor pursuant to Section 8 herein.

      Pursuant to the terms of the Representative's Purchase Option, the
Representative may purchase up to 200,000 Units, which include up to 200,000
Class A Warrants and up to 200,000 Class B Warrants. The Representative's
Purchase Option (i) shall be exercisable for a four-year period commencing on
the First Exercisable Date, (ii) shall not expire until the fourth anniversary
of the First Exercisable Date, (iii) shall be exercisable at exercise prices
equal to One Hundred Twenty Percent (120%) of the price of the Units, as
applicable, and (iv) shall not be subject to redemption by the Company.
Notwithstanding anything herein to the contrary, the Representative's Purchase
Option shall not be transferable or assignable without the prior written consent
of the Company for a period of one (1) year commencing the date hereof and then
only to officers, directors and employees of the Representative.

      SECTION 3. FORM AND EXECUTION OF THE WARRANT CERTIFICATES. The Class A
Warrant Certificates and the Class B Warrant Certificates shall be substantially
in the form annexed hereto, respectively, as Exhibit A and Exhibit B (the
provisions of which are hereby incorporated herein) and may have such letters,
numbers, or other marks of identification or designation and such legends,
summaries, or endorsements printed, lithographed, or engraved thereon as the
Company may deem appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any law, or with any rule
or regulation made pursuant thereto, or with any rule or regulation of any stock
exchange on which the Warrants may be listed, or to conform to custom or usage.
The Warrant Certificates shall bear the dates of issuance thereof, whether upon
initial issuance, transfer, or exchange or in lieu of mutilated, lost, stolen,
or destroyed Warrant Certificates.


                                       6
<PAGE>
The Warrant Certificates initially shall be issued only in a number equal to the
number of certificates for shares of Common Stock issuable upon exercise
thereof. Such Class A Warrant Certificates and Class B Warrant Certificates
shall, respectively, be numbered serially with the letters "W-A" on Class A
Warrants of all denominations and the letters "W-B" on Class B Warrants of all
denominations.

      The Warrant Certificates shall be executed on behalf of the Company by its
Chairman, President or any Vice President and by its Secretary or an Assistant
Secretary or Treasurer, by manual or facsimile signatures printed thereon, and
shall have imprinted thereon a facsimile of the Company's seal. The Warrant
Certificates shall be manually countersigned by the Warrant Agent and shall not
be valid for any purpose unless so countersigned. If any officer of the Company
who shall have signed any of the Warrant Certificates shall cease to be such
officer of the Company before the date of issuance of the Warrant Certificates
or before countersignature by the Warrant Agent and issue and delivery thereof,
such Warrant Certificates nevertheless may be countersigned by the Warrant
Agent, issued, and delivered with the same force and effect as though the person
who signed such Warrant Certificates had not ceased to be such officer of the
Company.

      SECTION 4. EXERCISE OF WARRANTS. Each Warrant may be exercised at any time
during its Exercise Period, but not after its Expiration Date, upon the terms
and subject to the conditions set forth herein and in the Warrant Certificate
representing such Warrant. A Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of the surrender for
exercise (the "Exercise Date") of the Warrant Certificate representing such
Warrant, with the exercise form thereon duly executed by the Registered Holder
thereof or his attorney duly authorized in writing, with signatures guaranteed
by a member firm of a national securities exchange, a commercial bank (not a
savings bank or a savings and loan association) or trust company located in the
United States or a member firm of the National Association of Securities
Dealers, Inc., together with payment made payable and sent to the Warrant Agent
for the account of the Company, in cash or by official bank, certified, or
cashier's check, or by money order or wire transfer of good funds, of an amount
in lawful money of the United States of America equal to the Class A Warrant
Exercise Price and/or Class B Warrant Exercise Price, as applicable, plus all
applicable transfer fees or taxes, and the person entitled to receive the
Warrant Stock deliverable upon such exercise shall be treated for all purposes
as the holder thereof as of the close of business on the Exercise Date,
irrespective of the date of issuance or delivery of such certificate for Warrant
Stock; provided, however, that if, at the date of the surrender of such Warrants
and the payment of the Class A Warrant Exercise Price and/or Class B Warrant
Exercise Price, the transfer books for the Warrant Stock or other class of stock
purchasable upon the exercise of such Warrants shall be closed, the certificates
for the Warrant Stock or for shares of such other class of stock in respect of
which such Warrants are then exercised shall be issuable as of the date on which
such books shall next be opened (whether before or after the Expiration Date)
and until such date the Company shall be under no duty to deliver any
certificate for such Warrant Stock or for shares of such other class of stock;
provided further, that


                                       7
<PAGE>
the transfer books of record, unless otherwise required by law, shall not be
closed at any time for a period longer than 20 days. Except as otherwise
provided herein, no Warrants presented for exercise after their Expiration Date
will be accepted for exercise and all unexercised Warrants shall be void at
their Expiration Date and the rights of the holders thereof shall cease at such
time. No alternative, conditional, or contingent exercises or over-subscriptions
shall be accepted.

      Any transfer fees and taxes with respect to such exercises shall be paid
by the Company. Other expenses incurred by the Warrant Agent, including expenses
incurred to establish new accounts, to deliver share certificates, and to
reconcile accounts, shall be paid by the Company.

      If the number of shares of Common Stock purchasable upon the exercise of
each Warrant is adjusted pursuant to Section 8 herein, the Company shall
nevertheless not be required to issue fractions of shares upon exercise of the
Warrants or otherwise, or to distribute certificates that evidence fractional
shares. With respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Registered Holder an amount in cash equal
to such fraction multiplied by the current market value of such fractional
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 listed for trading on the NASDAQ Quotation System or the OTC Bulletin Board,
the current value shall be the last reported sale price of the Common Stock on
such exchange on the last business day prior to the date of exercise of the
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 (2) if the Common Stock is
not listed or admitted to unlisted trading privileges, the current value shall
be the mean of the last reported bid and asked prices reported by the National
Quotation Bureau, Inc. reported on the last business day prior to the date of
the exercise of the 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 value shall be an amount determined in such reasonable
manner and sold in good faith as may be prescribed by the Board of Directors of
the Company.

      As soon as practicable on or after the Exercise Date and in no event more
than three business days thereafter, the Warrant Agent, on behalf of the
Company, shall cause to be issued to the person or persons entitled to receive
the same, a certificate or certificates for the Warrant Stock, and the Warrant
Agent shall deliver the same to the person or persons entitled thereto. No
adjustment shall be made in respect of dividends on Warrant Stock delivered upon
exercise of any Warrant.

      If on or before the Exercise Date of the Warrants, and in no event more
than three business days thereafter the Warrant Agent receives the full exercise
price for any Warrants together with a letter, telegraphic, or facsimile
guaranty from a commercial bank or trust company located in the United States, a
member firm of a national securities exchange, or a registered broker-dealer,
setting forth the Registered Holder's name, the number of Warrants held by him,
and the number of shares of Common Stock he wishes to purchase pursuant to
exercise of the Warrants, and stating that the


                                       8
<PAGE>
Warrant Certificate representing such Warrants will be delivered to the Warrant
Agent within eight (8) trading days after the date of such letter, telegraphic,
or facsimile guaranty, the Warrants will be accepted for exercise subject to
receipt of the duly executed Warrant Certificate within eight (8) trading days.

      The Company reserves the absolute right to waive any defect or
irregularity, permit a defect or irregularity to be cured or corrected within
such time as it may determine, or reject any exercise of a Warrant which it
determines to have been made improperly or the acceptance of which would, in the
opinion of the Company's counsel, be unlawful. Any irregularities in connection
with presentments for exercise must be cured within such time as the Company
shall determine in its sole and absolute discretion unless waived. The Company
shall notify the Warrant Agent in writing of its waiver of any defect or
irregularity in presentment, its permission to cure or correct such defect or
irregularity and any subsequent cure or correction thereof. Neither the Company
nor the Warrant Agent shall be under any duty to give notification of defects in
presentments for exercise or incur any liability for failure to give such
notification. Any presentments for exercise as to which defects or
irregularities have not been cured or waived and as to which notice of cure or
waiver has not been given to the Warrant Agent as provided herein will be
returned to the Registered Holder by the Warrant Agent, as soon as practicable,
together with all funds held for the Registered Holder's account. No interest
shall be paid on any such funds so returned.

      Subject to the foregoing, once a Registered Holder has presented his
Warrant Certificate and payment for exercise, the exercise is irrevocable.

      If less than all of the Warrants represented by a Warrant Certificate are
exercised, the Warrant Agent shall execute and mail, by first-class mail, within
three (3) business days of the date of exercise, to the Holder of such Warrant
Certificate, or such other person as shall be designated in the election to
purchase, a new Warrant Certificate representing the number of full Warrants not
exercised.

      Upon the exercise, or conversion as provided for in Section 8 herein, of
any Warrant, the Warrant Agent shall promptly deposit the payment therefor into
an interest bearing escrow account established by mutual agreement of the
Company and the Warrant Agent at a federally insured commercial bank. All funds
from the exercise deposited in the escrow account together with interest
thereon, less expenses to be paid by the Company, will be disbursed to the
Company on a weekly basis once determined by the Warrant Agent to be collected
funds. An accounting relating to the number of Warrants exercised and the net
amount of exercise funds remitted will be made by the Warrant Agent to the
Company with each payment to the Company of exercise funds, which will serve as
an interim accounting during the period during which the Warrants may be
exercised. A complete accounting concerning all exercises of Warrants will be
made to the Company at the completion of the period during which the Warrants
may be exercised.


                                       9
<PAGE>
      SECTION 5. RESERVATION OF SHARES; LISTING; PAYMENT OF TAXES; ETC.

      The Company covenants that it will at all times reserve and keep available
out of its authorized Common Stock, solely for the purpose of issuance upon
exercise of the Warrants as herein provided, such number of shares of Common
Stock as shall then be issuable upon the exercise of all outstanding Warrants.
The Company covenants that all shares of Warrant Stock which shall be so
issuable shall be duly authorized and validly issued and upon full payment
therefor be fully paid and non-assessable and free from all pre-emptive rights,
taxes, claims, liens, encumbrances and charges.

      No Warrants shall be issued to any Registered Holder in any state in which
such exercise would be unlawful.

      The Company shall pay all documentary, stamp, or similar taxes and other
governmental charges that may be imposed with respect of the issuance of the
Warrants, or the issuance, transfer, or delivery of any Warrant Stock upon
exercise of the Warrants; provided, however, that if a certificate for Warrant
Stock is to be delivered in a name other than the name of the Registered Holder
of the Warrant Certificate representing any Warrant being exercised, then no
such delivery shall be made unless the person requesting the same has paid to
the Warrant Agent the amount of any such taxes or charges incident thereto, if
any. Any transfer fees payable to the Warrant Agent for the transfer, exchange,
or exercise of any certificate issued pursuant to this Agreement shall be paid
by the presenter of such certificate.

      The Warrant Agent is hereby irrevocably authorized to requisition the
Company's Transfer Agent from time to time for certificates representing shares
of Common Stock required upon exercise of the Warrants, and the Company will
authorize the Transfer Agent to comply with all such proper requisitions. The
Company will file with the Warrant Agent a statement setting forth the name and
address of the Transfer Agent of the Company for shares of Common Stock issuable
upon exercise of the Warrants.

      SECTION 6. EXCHANGE AND REGISTRATION OR TRANSFER OF WARRANTS. The Warrant
Certificates may be exchanged for other Warrant Certificates representing an
equal aggregate number of the same series of Warrants or may be transferred in
whole or in part. Warrant Certificates to be so exchanged shall be surrendered
to the Warrant Agent at its Business Office, and the Company shall execute and
the Warrant Agent shall countersign, issue, and deliver in exchange therefor the
Warrant Certificates which the Registered Holder making the exchange shall be
entitled to receive.

      The Warrant Agent shall keep, at its Business Office, books in which,
subject to such reasonable regulations as it may prescribe, the Warrant Agent
shall register the Warrants and the


                                       10
<PAGE>
transfer thereof. Upon due presentment for registration or transfer of any
Warrant Certificate at such office, the Company shall execute and the Warrant
Agent shall issue and deliver to the transferee a new Warrant Certificate
representing an equal aggregate number of Warrants.

      All Warrant Certificates presented for registration or transfer or for
exchange or exercise, and the subscription form on the reverse thereof, shall be
duly endorsed or be accompanied by a written instrument of transfer and
subscription in form satisfactory to the Company and the Warrant Agent duly
executed by the Registered Holder thereof or his attorney duly authorized in
writing.

      A transfer fee shall be charged to the transferee for any exchange or
registration or transfer of a Warrant Certificate. In addition, the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.

      All Warrant Certificates surrendered for transfer or exercise, or for
exchange in the case of mutilated Warrant Certificates, shall be promptly
canceled by the Warrant Agent and thereafter retained by the Warrant Agent for
the duration of the agency. From time to time at such times as the Company may
reasonably request, the Warrant Agent shall provide the Company with a list of
the Registered Holders of the Warrants.

      Prior to due presentment for registration or transfer thereof, the Company
and the Warrant Agent may deem and treat the Registered Holder of any Warrant
Certificate as the absolute owner thereof and of each Warrant represented
thereby (notwithstanding any notations of ownership or writing thereon made by
anyone other than the Company or the Warrant Agent) for all purposes, and shall
not be affected by any notice to the contrary.

      SECTION 7. LOSS OR MUTILATION. Upon receipt by the Company and the Warrant
Agent of evidence satisfactory to them of the ownership of and the loss, theft,
destruction, or mutilation of any Warrant Certificate and, in the case of loss,
theft, or destruction, an indemnity satisfactory to them, or, in the case of
mutilation, upon surrender and cancellation thereof, the Company shall execute
and the Warrant Agent shall countersign and deliver in lieu thereof a new
Warrant Certificate representing an equal aggregate number of Warrants.
Applicants for a substitute Warrant Certificate shall also comply with such
other reasonable regulations and pay such other reasonable charges as the
Warrant Agent may prescribe.

      SECTION 8. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES OF COMMON
STOCK OR WARRANTS.

      (a) Subject to the exceptions referred to in Section 8(g) below, in the
event the Company shall, at any time or from time to time after the date hereof,
sell any shares of Common Stock for a consideration per share less than the
current fair market value of the Common Stock on the date of


                                       11
<PAGE>
the sale or issue any shares of Common Stock as a stock dividend to the holders
of Common Stock, or subdivide or combine the outstanding shares of Common Stock
into a greater or lesser number of shares (any such sale, issuance, subdivision
or combination being herein called a "Change of Shares"), then, and thereafter
upon each further Change of Shares, the Exercise Price in effect immediately
prior to such Change of Shares shall be changed to a price (including any
applicable fraction of a cent) 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
8(f)(F) below) for the issuance of such additional shares would purchase at such
current market price per share of Common Stock, and the denominator of which
shall be the sum of 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.

      Upon each adjustment of the Exercise Price pursuant to this Section 8, the
total number of shares of Common Stock purchasable upon the exercise of each
Warrant shall (subject to the provisions contained in Section 8(b) hereof) be
such number of shares (calculated to the nearest tenth) purchasable at the
Exercise Price immediately prior to such adjustment multiplied by a fraction,
the numerator of which shall be the Exercise Price in effect immediately prior
to such adjustment and the denominator of which shall be the Exercise Price in
effect immediately after such adjustment.

      (b) The Company may elect, upon any adjustment of the Exercise Price
hereunder, to adjust the number of Warrants outstanding, in lieu of the
adjustment in the number of shares of Common Stock purchasable upon the exercise
of each Warrant as hereinabove provided, so that each Warrant outstanding after
such adjustment shall represent the right to purchase one share of Common Stock.
Each Warrant held of record prior to such adjustment of the number of Warrants
shall become that number of Warrants (calculated to the nearest tenth)
determined by multiplying the number one by a fraction, the numerator of which
shall be the Exercise Price in effect immediately prior to such adjustment and
the denominator of which shall be the Exercise Price in effect immediately after
such adjustment. Upon each adjustment of the number of Warrants pursuant to this
Section 8, the Company shall, as promptly as practicable, cause to be
distributed to each Registered Holder of Warrant Certificates on the date of
such adjustment Warrant Certificates evidencing, subject to not issuing
fractional shares, the number of additional Warrants to which such Registered
Holder shall be entitled as a result of such adjustment or, at the option of the
Company, cause to be distributed to such Registered Holder in substitution and
replacement for the Warrant Certificates held by him prior to the date of
adjustment (and upon surrender thereof, if required by the Company) new Warrant
Certificates evidencing the number of Warrants to which such Registered Holder
shall be entitled after such adjustment.

      (c) In case of any reclassification, capital reorganization or other
change of outstanding


                                       12
<PAGE>
shares of Common Stock, or in case of any consolidation or merger of the Company
with or into another corporation (other than a consolidation or merger in which
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), or in case of any sale or conveyance to another corporation of
the property of the Company as, or substantially as, an entirety (other than a
sale/leaseback, mortgage or other financing transaction), the Company shall
cause effective provision to be made so that each holder of a Warrant then
outstanding shall have the right thereafter, by exercising such Warrant, to
purchase the kind and number of shares of stock or other securities or property
(including cash) receivable upon such reclassification, capital reorganization
or other change, consolidation, merger, sale or conveyance by a holder of the
number of shares of Common Stock that might have been purchased upon exercise of
such Warrant immediately prior to such reclassification, capital reorganization
or other change, consolidation, merger, sale or conveyance. Any such provision
shall include provision for adjustments that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Section 8. The
foregoing provisions shall similarly apply to successive reclassifications,
capital reorganizations and other changes of outstanding shares of Common Stock
and to successive consolidations, mergers, sales or conveyances.

      (d) Irrespective of any adjustments or changes in the Exercise Price or
the number of shares of Common Stock purchasable upon exercise of the Warrants,
the Warrant Certificates theretofore and thereafter issued shall, unless the
Company shall exercise its option to issue new Warrant Certificates, continue to
express the Exercise Price per share, the number of shares purchasable
thereunder and the Redemption Price therefor as the Exercise Price per share,
and the number of shares purchasable and the Redemption Price therefore were
expressed in the Warrant Certificates when the same were originally issued.

      (e) After each adjustment of the Exercise Price pursuant to this Section
8, the Company will promptly prepare a certificate signed by the Chairman or
President, and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary, of the Company setting forth: (i) the Exercise Price as so
adjusted, (ii) the number of shares of Common Stock purchasable upon exercise of
each Warrant after such adjustment, and, if the Company shall have elected to
adjust the number of Warrants, the number of Warrants to which the Registered
Holder of each Warrant shall then be entitled, and the adjustment in Redemption
Price resulting therefrom, and (iii) a brief statement of the facts accounting
for such adjustment. The Company will promptly file such certificate with the
Warrant Agent and cause a brief summary thereof to be sent by ordinary first
class mail to the Representative and to each Registered Holder of Warrants at
his last address as it shall appear on the registry books of the Warrant Agent.
No failure to mail such notice nor any defect therein or in the mailing thereof
shall affect the validity thereof except as to the holder to whom the Company
failed to mail such notice, or except as to the holder whose notice was
defective. The affidavit of an officer of the Warrant Agent or the Secretary or
an Assistant Secretary of the Company that such notice has been mailed shall, in
the absence of fraud, be prima facie evidence of the facts stated therein.


                                       13
<PAGE>
      (f) For purposes of Section 8(a) and 8(b) hereof, the following provisions
(A) to (F) shall also be applicable:

            (A) The number of shares of Common Stock outstanding at any given
time shall include shares of Common Stock owned or held by or for the account of
the Company and the sale or issuance of such treasury shares or the distribution
of any such treasury shares shall not be considered a Change of Shares for
purposes of said sections.

            (B) No adjustment of the Exercise Price shall be made unless such
adjustment would require an increase or decrease of at least $.25 in such price;
provided that any adjustments which by reason of this clause (B) are not
required to be made shall be carried forward and shall be made at the time of
and together with the next subsequent adjustment which, together with any
adjustment(s) so carried forward, shall require an increase or decrease of at
least $.25 in the Exercise Price then in effect hereunder.

            (C) In case of (1) the sale by the Company for cash of any rights or
warrants to subscribe for or purchase, or any options for the purchase of,
Common Stock or any securities convertible into or exchangeable for Common Stock
without the payment of any further consideration other than cash, if any (such
convertible or exchangeable securities being herein called "Convertible
Securities"), or (2) the issuance by the Company, without the receipt by the
Company of any consideration therefor, of any rights or warrants to subscribe
for or purchase, or any options for the purchase of, Common Stock or Convertible
Securities, in each case, if (and only if) the consideration payable to the
Company upon the exercise of such rights, warrants or options shall consist of
cash, whether or not such rights, warrants or options, or the right to convert
or exchange such Convertible Securities, are immediately exercisable, and the
price per share for which Common Stock is issuable upon the exercise of such
rights, warrants or options or upon the conversion or exchange of such
Convertible Securities (determined by dividing (x) the minimum aggregate
consideration payable to the Company upon the exercise of such rights, warrants
or options, plus the consideration received by the Company for the issuance or
sale of such rights, warrants or options, plus, in the case of such Convertible
Securities, the minimum aggregate amount of additional consideration, if any,
other than such Convertible Securities, payable upon the conversion or exchange
thereof, by (y) the total maximum number of shares of Common Stock issuable upon
the exercise of such rights, warrants or options or upon the conversion or
exchange of such Convertible Securities issuable upon the exercise of such
rights, warrants or options) is less than the fair market value of the Common
Stock on the date of the issuance or sale of such rights, warrants or options,
then the total maximum number of shares of Common Stock issuable upon the
exercise of such rights, warrants or options or upon the conversion or exchange
of such Convertible Securities (as of the date of the issuance or sale of such
rights, warrants or options) shall be deemed to be outstanding shares of Common
Stock for purposes of Sections 8(a) and 8(b) hereof and shall be deemed to have


                                       14
<PAGE>
been sold for cash in an amount equal to such price per share.

            (D) In case of the sale by the Company for cash of any Convertible
Securities, whether or not the right of conversion or exchange thereunder is
immediately exercisable, and the price per share for which Common Stock is
issuable upon the conversion or exchange of such Convertible Securities
(determined by dividing (x) the total amount of consideration received by the
Company for the sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, other than such Convertible
Securities, payable upon the conversion or exchange thereof, by (y) the total
maximum number of shares of Common Stock issuable upon the conversion or
exchange of such Convertible Securities) is less than the fair market value or
the Common Stock on the date of the sale of such Convertible Securities, then
the total maximum number of shares of Common Stock issuable upon the conversion
or exchange of such Convertible Securities (as of the date of the sale of such
Convertible Securities) shall be deemed to be outstanding shares of Common Stock
for purposes of Sections 8(a) and 8(b) hereof and shall be deemed to have been
sold for cash in an amount equal to such price per share.

            (E) If the exercise or Exercise Price provided for in any right,
warrant or option referred to in (C) above, or the rate at which any Convertible
Securities referred to in (C) or (D) above are convertible into or exchangeable
for Common Stock, shall change at any time (other than under or by reason of
provisions designed to protect against dilution), the Exercise Price then in
effect hereunder shall forthwith be readjusted to such Exercise Price as would
have obtained (1) had the adjustments made upon the issuance or sale of such
rights, warrants, options or Convertible Securities been made upon the basis of
the issuance of only the number of shares of Common Stock theretofore actually
delivered (and the total consideration received therefor) upon the exercise of
such rights, warrants or options or upon the conversion or exchange of such
Convertible Securities, (2) had adjustments been made on the basis of the
Exercise Price as adjusted under clause (1) for all transactions (which would
have affected such adjusted Exercise Price) made after the issuance or sale of
such rights, warrants, options or Convertible Securities, and (3) had any such
rights, warrants, options or Convertible Securities then still outstanding been
originally issued or sold at the time of such change. On the expiration of any
such right, warrant or option or the termination of any such right to convert or
exchange any such Convertible Securities, the Exercise Price then in effect
hereunder shall forthwith be readjusted to such Exercise Price as would have
obtained (a) had the adjustments made upon the issuance or sale of such rights,
warrants, options or Convertible Securities been made upon the basis of the
issuance of only the number of shares of Common Stock theretofore actually
delivered (and the total consideration received therefor) upon the exercise of
such rights, warrants or options or upon the conversion or exchange of such
Convertible Securities and (b) had adjustments been made on the basis of the
Exercise Price as adjusted under clause (a) for all transactions (which would
have affected such adjusted Exercise Price) made after the issuance or sale of
such rights, warrants, options or Convertible Securities.


                                       15
<PAGE>
            (F) In case of the sale for cash of any shares of Common Stock, any
Convertible Securities, any rights or warrants to subscribe for or purchase, or
any options for the purchase of, Common Stock or Convertible Securities, the
consideration received by the Company therefore shall be deemed to be the gross
sales price therefor without deducting therefrom any expense paid or incurred by
the Company or any underwriting discounts or commissions or concessions paid or
allowed by the Company in connection therewith.

            (G) No adjustment to the Exercise Price of the Warrants or to the
number of shares of Common Stock purchasable upon the exercise of each Warrant
will be made, however,

                  (i) upon the exercise of any of the options presently
outstanding under the Company's Stock Option Plan (the "Plan"); or

                  (ii) upon the grant or exercise or any other options which may
hereafter be granted or exercised under the Plan or under any other employee
benefit plan of the Company; or

                  (iii) upon the sale or exercise of the Warrants, including
without limitation the sale or exercise of any of the Warrants comprising the
Representative's Purchase Option; or

                  (iv) upon the sale of any shares of Common Stock in this
public offering, including, without limitation, shares sold upon the exercise of
any overallotment option granted to the Underwriters in connection with such
offering; or

                  (v) upon the issuance or sale of Common Stock or Convertible
Securities upon the exercise of the Class C and Class D Warrants or any rights
or warrants to subscribe for or purchase, or any options for the purchase of,
Common Stock or Convertible Securities, whether or not such rights, warrants or
options were outstanding on the date of the original sale of the Warrants or
were thereafter issued or sold; or

                  (vi) upon the issuance or sale of Common Stock upon conversion
or exchange of any Convertible Securities, whether or not any adjustment in the
Exercise Price was made or required to be made upon the issuance or sale of such
Convertible Securities and whether or not such Convertible Securities were
outstanding on the date of the original sale of the Warrants or were thereafter
issued or sold; or

                  (vii) upon any amendment to or change in the terms of any
rights or warrants to subscribe for or purchase, or options for the purchase of,
Common Stock or Convertible Securities or in the terms of any Convertible
Securities, including, but not limited to, any extension of any expiration date
of any such right, warrant or option, any change in any exercise or Exercise
Price provided for in any such right, warrant or option, any extension of any
date through which any


                                       16
<PAGE>
Convertible Securities are convertible into or exchangeable for Common Stock or
any change in the rate at which any Convertible Securities are convertible into
or exchangeable for Common Stock (other than rights, warrants, options or
Convertible Securities issued or sold after the close of business on the date of
the original issuance of the Units (i) for which an adjustment in the Exercise
Price then in effect was theretofore made or required to be made, upon the
issuance or sale thereof, or (ii) for which such an adjustment would have been
required had the exercise or Exercise Price of such rights, warrants or options
at the time of the issuance or sale thereof or the rate of conversion or
exchange of such Convertible Securities, at the time of the sale of such
Convertible Securities, or the issuance or sale of rights or warrants to
subscribe for or purchase, or options for the purchase of, such Convertible
Securities, been the price or rate as changed, in which case the provisions of
Section 8(f)(E) hereof shall be applicable if, but only if, the exercise or
Exercise Price thereof, as changed, or the rate of conversion or exchange
thereof, as changed, consists of cash or requires the payment of additional
consideration, if any, consisting of cash and the Company did not receive any
consideration other than cash, if any, in connection with such change).

            (H) As used in this Section 8, the term "Common Stock" shall mean
and include the Company's Common Stock authorized on the date of the original
issue of the Units and shall also include any capital stock of any class of the
Company thereafter authorized which shall not be limited to a fixed sum or
percentage in respect of the rights of the holders thereof to participate in
dividends and in the distribution of assets upon the voluntary liquidation,
dissolution or winding up of the Company; provided, however, that the shares
issuable upon exercise of the Warrants shall include only shares of such class
designated in the Company's Certificate of Incorporation as Common Stock on the
date of the original issue of the Units or (i), in the case of any
reclassification, change, consolidation, merger, sale or conveyance of the
character referred to in Section 8(c) hereof, the stock, securities or property
provided for in such section or (ii), in the case of any reclassification or
change in the outstanding shares of Common Stock issuable upon exercise of the
Warrants as a result of a subdivision or combination or consisting or a change
in par value, or from par value to no par value, or from no par value to par
value, such shares of Common Stock as so reclassified or changed.

            (I) Any determination as to whether an adjustment in the Exercise
Price in effect hereunder is required pursuant to Section 8, or as to the amount
of any such adjustment, if required, shall be binding upon the holders of the
Warrants and the Company if made in good faith by the Board of Directors of the
Company.

            (J) If and whenever the Company shall grant to the holders of Common
Stock, as such, rights or warrants to subscribe for or to purchase, or any
options for the purchase of, Common Stock or securities convertible into or
exchangeable for or carrying a right, warrant or option to purchase Common
Stock, the Company shall concurrently therewith grant to each of the then


                                       17
<PAGE>
Registered Holders of the Warrants all of such rights, warrants or options to
which each such holder would have been entitled if, on the date of determination
of stockholders entitled to the rights, warrants or options being granted by the
Company, such holder were the holder of record of the number of whole shares of
Common Stock then issuable upon exercise (assuming, for purposes of this section
8(j), that exercise of Warrants is permissable during periods prior to the First
Exercise Date) of his Warrants. Such grant by the Company to the holders of the
Warrants shall be in lieu of any adjustment which otherwise might be called for
pursuant to this Section 8.

      SECTION 9. REDEMPTION. Provided that adequate provision has been made
therefor and except with respect to the Warrants forming a part of the
Representative's Purchase Option, upon the resolution of its Board of Directors,
the Company may, but shall not be required to, call for redemption all or less
than all of the Class A Warrants and/or the Class B Warrants at any time,
provided: (i) it provides to each Registered Holder of Warrants to be redeemed
thirty (30) days' prior written notice, (ii) if the average closing price or bid
price of the Common Stock, as reported by the principal exchange on which the
Common Stock is traded, NASDAQ, the OTC Bulletin Board or the National Quotation
Bureau Incorporated, as the case may be, equals or exceeds One Hundred Fifty
Percent (150%) of the then applicable Class A Warrant Exercise Price and/or the
Class B Warrant Exercise Price for ten (10) consecutive trading days prior to
the date of delivery of the notice of redemption and (iii) there is then a
current registration statement and prospectus allowing the resale of the Warrant
shares for not less than Ninety (90) days. In such an event, the Company shall
cause to be filed with the Warrant Agent a certified copy of such resolution and
a form of notice of redemption and the Warrant Agent shall mail to each of the
Registered Holders of the Warrant Certificates to be redeemed, by first class
mail, postage prepaid, to his last address appearing on the records of the
Warrant Agent, such written notice of such redemption. Such notice shall
identify the Warrants to be redeemed, state the Redemption Date, the Redemption
Price, and the date upon which the Registered Holder's right to exercise the
Warrants will terminate, and describe the manner in which Warrant Certificates
are to be surrendered. Any notice mailed in the manner provided herein shall be
conclusively presumed to have been duly given whether or not the Registered
Holder receives such notice. Failure to mail notice to any Registered Holder,
shall not affect the validity of any other redemptions for which notice had been
duly provided, only redemptions of persons lacking notice.

      On or before the Redemption Date, each Registered Holder of Warrants to be
redeemed, unless he has previously exercised or will exercise such Warrants on
or before the Redemption Date, shall surrender the Warrant Certificate or
Certificates representing such Warrants to the Warrant Agent. The Warrants to be
redeemed shall be exercisable up to and including the date immediately preceding
the Redemption Date. Upon receipt of such Warrant Certificates, the Warrant
Agent, as


                                       18
<PAGE>
paying agent, shall pay the Redemption Price for such Warrants to the order of
the Registered Holders thereof. Any Warrants so redeemed will be canceled by the
Warrant Agent upon receipt. After the Redemption Date, all rights with respect
to such Warrants shall cease, except for the right to receive the Redemption
Price of the Warrants. If less than all of the Warrants are to be redeemed, the
Warrants to be redeemed shall be chosen, pro rata, from among all Registered
Holders in a proportion to the amount owned by each.

      Upon or prior to the Redemption Date, the Company shall deposit in trust
with the Warrant Agent a sum equal to the Redemption Price of all Warrants
called for redemption, with irrevocable instructions and authority to the
Warrant Agent to pay, on and after the Redemption Date, the Redemption Price to
the Registered Holders upon the surrender of the Warrant Certificates. The
deposit shall constitute full payment of the Warrants to the Registered Holders,
and from and after the date of the deposit, the Warrants shall be deemed to be
no longer outstanding. The balance of the deposit remaining unclaimed at the end
of one year from the Redemption Date shall be released to the Company, after
which the holders of Warrants called for redemption shall be entitled to receive
payment of the redemption price only from the Company.

      SECTION 10. CONCERNING THE WARRANT AGENT. The Warrant Agent acts hereunder
as agent and in a ministerial capacity for the Company, and its duties shall be
determined solely by the provisions hereof. The Warrant Agent shall not, by
issuing and delivering Warrant Certificates or by any other act hereunder, be
deemed to make any representations as to the validity or value or authorization
of the Warrant Certificates or the Warrants represented thereby or of any stock
or other property delivered upon exercise of the Warrants or whether any such
stock is fully paid and non- assessable. The Warrant Agent shall not at any time
be under any duty or responsibility to the holders of the Warrant Certificates
to make or cause to be made any adjustment of the Class A Warrant Exercise Price
or the Class B Warrant Exercise Price provided in this Agreement, or to
determine whether any fact exists which may require any such adjustments, or
with respect to the nature or extent of any such adjustment, when made, or with
respect to the method employed in making the same. It shall not (i) be liable
for any recital or statement of fact contained herein or for any action taken,
suffered, or omitted by it in reliance on any Warrant Certificate or other
document or instrument believed by it in good faith to be genuine and to have
been signed or presented by the proper party or parties, (ii) be responsible for
any failure on the part of the Company to comply with any of its covenants and
obligations contained in this Agreement or the Warrant Certificates, or (iii) be
liable for any act or omission in connection with this Agreement except for its
own negligence or willful misconduct.

      The Warrant Agent may at any time consult with counsel satisfactory to it
(who


                                       19
<PAGE>
may be counsel for the Company) and shall incur no liability or responsibility
for any action taken, suffered, or omitted by it in good faith in accordance
with the opinion or advice of such counsel, other than as specified in clause
(iii) of the preceding paragraph.

      Any notice, statement, instruction, request, direction, order, or demand
of the Company to the Warrant Agent hereunder shall be sufficiently evidenced by
an instrument signed by the President, a Vice President, the Secretary, an
Assistant Secretary, the Treasurer, or an Assistant Treasurer (unless other
evidence in respect thereof is herein specifically prescribed). The Warrant
Agent shall not be liable for any action taken, suffered, or omitted by it in
accordance with such notice, statement, instruction, request, direction, order
or demand reasonably believed by the Warrant Agent to be genuine and to have
been signed, sent or presented by the proper parties or party.

      The Company agrees to pay the Warrant Agent reasonable compensation for
its services hereunder and to reimburse it for its reasonable expenses
hereunder. The Company further agrees to indemnify the Warrant Agent and save it
harmless against any and all losses, expenses, and liabilities, including
judgments, costs, and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of its duties and powers hereunder except
losses, expenses, and liabilities arising as a result of the Warrant Agent's own
negligence or willful misconduct.

      The Warrant Agent may resign its duties and be discharged from all further
duties and liabilities hereunder (except liabilities arising as a result of the
Warrant Agent's own negligence or willful misconduct), after giving 30 days'
prior written notice to the Company. At least 15 days prior to the date such
resignation is to become effective, the Warrant Agent shall cause a copy of such
notice of resignation to be mailed, at the Company's expense, to the Registered
Holder of each Warrant Certificate then outstanding. Upon comparable notice to
the Warrant Agent, the Company may remove the Warrant Agent; provided, however,
that in such event the Company shall appoint a new warrant agent (the "New
Warrant Agent"), as hereinafter provided, the removal of the Warrant Agent shall
not be effective until a New Warrant Agent has been appointed and has accepted
such appointment. If the office of Warrant Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a New
Warrant Agent. If the Company shall fail to make an appointment within a period
of 30 days after it has been notified in writing of such resignation or after
such removal by the resigning Warrant Agent, then the Registered Holder of any
Warrant Certificate may apply to any court of competent jurisdiction for the
appointment of a new warrant agent. Any New Warrant Agent, whether appointed by
the Company or by such a court, shall be a bank or trust company having a
capital and surplus, as shown by its last published report to its stockholders,
of not less that $10,000,000, or shall be a stock transfer company. Any New
Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the
former Warrant Agent last in office, and to the Company, an instrument accepting
such appointment under substantially the same terms and conditions as are
contained herein. After acceptance in writing of such appointment by the New
Warrant Agent is received by the Company, such New Warrant Agent


                                       20
<PAGE>
shall be vested with the same powers, rights, duties, and responsibilities as if
it originally had been named herein as the Warrant Agent, without any further
assurance, conveyance, act, or deed; but if for any reason it shall be necessary
or expedient for the former Warrant Agent to execute and deliver any further
assurance, conveyance, act, or deed the same shall be done at the expense of the
Company and shall be legally and validly executed and delivered by the resigning
Warrant Agent. Not later than the effective date of any such appointment, the
Company shall file notice thereof with the resigning Warrant Agent and shall
forthwith cause a copy of such notice to be mailed to the Registered Holder of
each Warrant Certificate then outstanding. Failure to mail such notice, or any
defect contained therein, shall not affect the legality or validity of the
appointment of the New Warrant Agent.

      Any corporation into which the Warrant Agent or any New Warrant Agent may
be converted or merged, or any corporation resulting from any consolidation to
which the Warrant Agent or any New Warrant Agent shall be a party, or any
corporation succeeding to the corporate trust business of the Warrant Agent
shall be a successor warrant agent under this Agreement without any further act,
provided that such corporation is eligible for appointment as successor to the
Warrant Agent under the provisions of the preceding paragraph. Any such
successor Warrant Agent promptly shall cause notice of its succession as Warrant
Agent to be mailed to the Company and to the Registered Holder of each Warrant
Certificate then outstanding.

      The Warrant Agent, its subsidiaries and affiliates, and any of its or
their officers or directors, may buy and hold or sell the Warrants or other
securities of the Company and otherwise deal with the Company in the same manner
and to the same extent and with like effect as though it were not Warrant Agent.
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.

      The Company shall have the right, except as limited by law, other
agreement or herein, to purchase or otherwise acquire Warrants at such times, in
such manner and for such consideration as it may deem appropriate.

      SECTION 11. WARRANT HOLDERS NOT DEEMED STOCKHOLDERS. No holder of Warrants
shall, as such, be entitled to vote or to receive dividends or be deemed the
holder of Common Stock that may at any time be issuable upon exercise of such
Warrants for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon the holder of Warrants, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any recapitalization,
issue or reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger or conveyance or otherwise), or to receive
notice of meetings, or to receive dividends or subscription rights, until such
Holder shall have exercised such Warrants and been issued shares of Common Stock
in accordance with the provisions hereof.


                                       21
<PAGE>
      SECTION 12. RIGHTS OF ACTION. All rights of action with respect to this
Agreement are vested in the respective Registered Holders of the Warrants, and
any Registered Holder of a Warrant, without consent of the Warrant Agent or of
the holder of any other Warrant, may, in his own behalf and for his own benefit,
enforce against the Company his right to exercise his Warrants for the purchase
of shares of Common Stock in the manner provided in the Warrant Certificate and
this Agreement.

      SECTION 13. AGREEMENT OF WARRANT HOLDERS. Every holder of a Warrant, by
his acceptance thereof, consents and agrees with the Company, the Warrant Agent
and every other holder of a Warrant that:

      (a) The Warrants are transferable only on the registry books of the
Warrant Agent by the Registered Holder thereof in person or by his attorney duly
authorized in writing and only if the Warrant Certificates representing such
Warrants are surrendered at the office of the Warrant Agent, duly endorsed or
accompanied by a proper instrument of transfer satisfactory to the Warrant Agent
and the Company in their sole discretion, together with payment of any
applicable transfer taxes; and

      (b) The Company and the Warrant Agent may deem and treat the person in
whose name the Warrant Certificate is registered as the Registered Holder and as
the absolute, true and lawful owner of the Warrants represented thereby for all
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice or knowledge to the contrary, except as otherwise expressly provided in
Section 7 herein.

      SECTION 14. MODIFICATION OF AGREEMENT. The Warrant Agent, the Underwriter
and the Company by supplemental agreement may make any changes or corrections in
this Agreement, without the consent of any Registered Holder, (i) that they
shall deem appropriate to cure any ambiguity or to correct any defective or
inconsistent provision or manifest mistake or error herein contained; or (ii)
that they may deem necessary or desirable and which shall not adversely affect
the interest of the Registered Holders of Warrant Certificates; provided,
however, that this Agreement shall not otherwise be modified, supplemented, or
altered in any respect except with the consent in writing of the Registered
Holders of Warrant Certificates representing not less than a majority of the
Warrants then outstanding.

      SECTION 15. NOTICES. All notices, requests, consents, and other
communications hereunder shall be in writing and shall be deemed to have been
made when delivered or mailed first class, postage prepaid, or delivered to a
telegraph office for transmission:

                  (i) if to the Registered Holder of a Warrant Certificate, at
the address of such Registered Holder as shown on the registry books maintained
by the Warrant Agent; or

                  (ii) if to the Company, at UMDNJ New Jersey Medical School,
185 Orange


                                       22
<PAGE>
Avenue, Administrative Building 4, Newark, New Jersey 07103 to the attention of
the President, or at such other address as may have been furnished to the other
parties hereto in writing by the Company, with a copy to Barry I. Grossman,
Esq., Ellenoff Grossman Schole & Cyruli, LLP, 370 Lexington Avenue, New York,
New York 10017; or

                  (iii) if to the Warrant Agent, at its Business Office; or

                  (iv) if to the Representative, at Roan Meyers Associates,
L.P., 17 State Street, New York, New York 10004, or at such other address as may
have been furnished to the other parties hereto in writing by the Underwriter,
with a copy to ___________________________.

      All written notices required or desired to be given to the Registered
Holders by the Company pursuant to this Agreement shall be effected by the
Company providing to the Warrant Agent a copy of the written notice which the
Company is desirous of giving to the Registered Holders and the Warrant Agent
shall cause same to be delivered to such Registered Holders. The Company hereby
agrees that the Warrant Agent shall not have any liability for, and agrees to
indemnify the Warrant Agent with respect to, any written notice provided by the
Company to the Warrant Agent for delivery to Registered Holders, except with
respect to the Warrant Agent's negligence for failing to deliver said notices.

      SECTION 16. GOVERNING LAW. This Agreement shall be construed in accordance
with and governed by the laws of the State of Delaware.

      SECTION 17. BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the Company, the Warrant Agent, the Underwriter, and their
respective successors, and the Registered Holders from time to time of the
Warrant Certificates, or any of them. Nothing in this Agreement is intended or
shall be construed to confer upon any other person any right, remedy, or claim
or to impose upon any other person any duty, liability, or obligation.

      SECTION 18. TERMINATION. This Agreement shall terminate at the close of
business on the Expiration Date of all the Warrants or such earlier date upon
which all Warrants have been exercised, except that the Warrant Agent shall
account to the Company for cash held by it and the indemnity provisions of
Section 10(e) and Section 10 herein shall survive such termination.

      SECTION 19. EXECUTION. This Agreement may be executed in several
counterparts which taken together shall constitute a single document.

      SECTION 20. AVAILABILITY OF THE AGREEMENT. The Warrant Agent shall keep
copies of this Agreement available for inspection by Registered Holders during
normal business hours at its Stock Transfer Department. Copies of this Agreement
may be obtained upon written request addressed to the Company at UMDNJ New
Jersey Medical School, 185 Orange Avenue, Administrative Building 4, Newark, New
Jersey 07103.


                                       23
<PAGE>
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                                     BIODELIVERY SCIENCES INTERNATIONAL, INC.


                                     By:_______________________________________


                                     American Stock Transfer & Trust Co., Inc.


                                     By:______________________________________


                                     ROAN/MEYERS ASSOCIATES, L.P.


                                     By:______________________________________


                                       24
<PAGE>
                                    EXHIBIT A

                  [FORM OF FACE OF CLASS A WARRANT CERTIFICATE]


__________ Class A Warrants


                             VOID AFTER _____ , 2006

                    CLASS A WARRANT CERTIFICATE FOR PURCHASE
                                 OF COMMON STOCK

                    BIODELIVERY SCIENCES INTERNATIONAL, INC.


      This certifies that FOR VALUE RECEIVED ____________________________ or
registered assigns (the "Registered Holder") is the owner of the number of Class
A Warrants ("Class A Warrants") specified above. Each Class A Warrant
represented hereby initially entitles the Registered Holder to purchase, subject
to the terms and conditions set forth in this Warrant Certificate and the
Warrant Agreement (as hereinafter defined), one fully paid and nonassessable
share of Common Stock, $.001 value ("Common Stock"), of BioDelivery Sciences
International, Inc. a Delaware corporation (the "Company"), at any time between
_______ , 2002 and the Expiration Date (as hereinafter defined), upon the
presentation and surrender of this Warrant Certificate with the Subscription
Form on the reverse hereof duly executed, at the corporate office of American
Stock Transfer & Trust Company as Warrant Agent, or its successor (the "Warrant
Agent"), accompanied by payment of $10.80(the "Purchase Price") in lawful money
of the United States of America in cash or by official bank or certified check
made payable to BioDelivery Sciences International, Inc., Special Account.

      This Warrant Certificate and each Class A Warrant represented hereby are
issued pursuant to and are subject in all respects to the terms and conditions
set forth in the Warrant Agreement (the "Warrant Agreement"), dated _______ ,
2001 by and among the Company, the Warrant Agent and Roan/Meyers Associates,
L.P.

      In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Class A Warrant represented hereby are
subject to modification or adjustment. Each Class A Warrant represented hereby
is exercisable at the option of the Registered Holder, but no fractional shares
of Common Stock will be issued. In the case of the exercise of less than all the
Class A Warrants represented hereby, the Company shall cancel this Warrant
Certificate upon the surrender hereof and shall execute and deliver a new
Warrant Certificate or Warrant Certificates of like tenor, which the Warrant
Agent shall countersign, for the balance of such Class A Warrants.

      The term "Expiration Date" shall mean 5:00 P.M. (New York time) on
_________ , 2006 or such earlier date as the Class A Warrants shall be redeemed.
If such date shall in the State of New York be a holiday or a day on which banks
are authorized to close, then the Expiration Date shall mean 5:00 P.M. (New York
time) the next following day which in the State of New York is not a holiday or
a day on which banks are authorized to close.

      The Company shall not be obligated to deliver any securities pursuant to
the exercise of the Class A Warrants represented hereby unless a registration
statement under the Securities Act of 1933, as amended, with respect to such
securities is effective. The Company has covenanted and agreed that it will file
a registration statement and will use its best efforts to cause the same to
become effective and to keep such registration statement current while any of
the Class A Warrants are outstanding. The Class A Warrants represented hereby
shall not be exercisable by a Registered Holder in any state where such exercise
would be unlawful.

      This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Class A Warrants, each of such new Warrant Certificates to
represent such number of Class A Warrants as shall be designated by such
Registered Holder at the time of such surrender. Upon due presentment with a $
transfer fee per certificate in addition to any tax or other governmental charge
imposed in connection therewith, for registration of transfer of this Class A
Warrant Certificate at such office, a new Warrant Certificate or Warrant
Certificates representing an equal aggregate number of Class A Warrants will be
issued to the transferee in exchange therefore, subject to the limitations
provided in the Warrant Agreement.


                                      -1-
<PAGE>
      Prior to the exercise of any Class A Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.

      The Class A Warrants represented hereby may be redeemed at the option of
the Company, at a redemption price of $.10 per Class A Warrant at any time after
________ , 2002 provided the market price (as defined in the Warrant Agreement)
for the Common Stock shall exceed $13.50 per share for a consecutive 10 day
period ending prior to the Notice of Redemption. Notice of redemption shall be
given not later than the thirtieth day before the date fixed for redemption, all
as provided in the Warrant Agreement. On and after the date fixed for
redemption, the Registered Holder shall have no rights with respect to the Class
A Warrants represented hereby except to receive the $.10 per Class A Warrant
upon surrender of this Warrant Certificate.

      Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Class A Warrant represented hereby (notwithstanding any
notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary.

      This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York.

      This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.

      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile, by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.

                                       BioDelivery Sciences International, Inc.

Dated: _________________               By: _____________________________________


                                       By: _____________________________________

                                                                     [seal]
Countersigned:

American Stock Transfer & Trust Company
      as Warrant Agent

By: _____________________________________
      Authorized Officer

                                       A-3


                                      -2-
<PAGE>
                    [FORM OF REVERSE OF WARRANT CERTIFICATE]


                   TRANSFER FEE: $____ PER CERTIFICATE ISSUED

                                SUBSCRIPTION FORM

                     To Be Executed by the Registered Holder
                          in Order to Exercise Warrants

      The undersigned Registered Holder hereby irrevocably elects to exercise
_________ Class A Warrants represented by this Warrant Certificate, and to
purchase the securities issuable upon the exercise of such Class A Warrants, and
requests that certificates for such securities shall be issued in the name of

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER


                      _____________________________________
                      _____________________________________
                      _____________________________________
                      _____________________________________

                     [please print or type name and address]

and be delivered to

                      _____________________________________
                      _____________________________________
                      _____________________________________
                      _____________________________________

                     [please print or type name and address]


and if such number of Class A Warrants shall not be all the Class A Warrants
evidenced by this Warrant Certificate, that a new Class A Warrant Certificate
for the balance of such Class A Warrants be registered in the name of, and
delivered to, the Registered Holder at the address stated below.


                                      -3-
<PAGE>
Dated: _______        X ___________________________________

                      _____________________________________

                      _____________________________________

                      _____________________________________
                      Address

                      _____________________________________
                      Taxpayer Identification Number

                      _____________________________________
                      Signature Guaranteed


                      _____________________________________






                                      -4-
<PAGE>
                                   ASSIGNMENT


                     To Be Executed by the Registered Holder
                           in Order to Assign Warrants


FOR VALUE RECEIVED, _____________ hereby sells, assigns and transfers unto


            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                      _____________________________________
                      _____________________________________
                      _____________________________________
                      _____________________________________

                     [please print or type name and address]


_____________ of the Class A Warrants represented by this Warrant Certificate,
and hereby irrevocably constitutes and appoints _______________________________
_________________________________ Attorney to transfer this Warrant Certificate
on the books of the Company, with full power of substitution in the premises.


Dated: ______________                        X ________________________________
                                               Signature Guaranteed


THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.


                                      -5-
<PAGE>
                                    EXHIBIT B

                  [FORM OF FACE OF CLASS B WARRANT CERTIFICATE]


___________ Class B-W Warrants


                         VOID AFTER _____________, 2006

                         CLASS B WARRANT CERTIFICATE FOR
                            PURCHASE OF COMMON STOCK

                    BIODELIVERY SCIENCES INTERNATIONAL, INC.

      This certifies that FOR VALUE RECEIVED ________________________________ or
registered assigns (the "Registered Holder") is the owner of the number of Class
B Warrants specified above. Each Class B Warrant represented hereby initially
entitles the Registered Holder to purchase, subject to the terms and conditions
set forth in this Warrant Certificate and the Warrant Agreement (as hereinafter
defined), one fully paid and nonassessable share of Common Stock, $.001 par
value ("Common Stock"), of BioDelivery Sciences International, Inc., a Delaware
corporation (the "Company"), at any time between ________ , 2002 and the
Expiration Date (as hereinafter defined), upon the presentation and surrender of
this Warrant Certificate with the Subscription Form on the reverse hereof duly
executed, at the corporate office of American Stock Transfer & Trust Company, as
Warrant Agent, or its successor (the "Warrant Agent"), accompanied by payment of
$13.50 (the "Purchase Price") in lawful money of the United States of America in
cash or by official bank or certified check made payable to BioDelivery Sciences
International, Inc., Special Account.

      This Warrant Certificate and each Class B Warrant represented hereby are
issued pursuant to and are subject in all respects to the terms and conditions
set forth in the Warrant Agreement (the "Warrant Agreement"), dated ________ ,
2001 by and among the Company, the Warrant Agent and Roan/Meyers Associates,
L.P.

      In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price or the number of shares of Common Stock subject to
purchase upon the exercise of each Class B Warrant represented hereby are
subject to modification or adjustment.

      Each Class B Warrant represented hereby is exercisable at the option of
the Registered Holder, but no fractional shares of Common Stock will be issued.
In the case of the exercise of less than all the Class B Warrants represented
hereby, the Company shall cancel this Warrant Certificate upon the surrender
hereof and shall execute and deliver a new Warrant Certificate or Warrant
Certificates of like tenor, which the Warrant Agent shall countersign, for the
balance of such Class B Warrants.

      The term "Expiration Date" shall mean 5:00 P.M. (New York time) on
__________ , 2006, or such earlier date as the Class B Warrants shall be
redeemed. If such date shall in the State of New York be a holiday or a day on
which banks are authorized to close, then the Expiration Date shall mean 5:00
P.M. (New York time) the next following day which in the State of New York is
not a holiday or a day on which banks are authorized to close.

      The Company shall not be obligated to deliver any securities pursuant to
the exercise of the Class B Warrants represented hereby unless a registration
statement under the Securities Act of 1933, as amended, with respect to such
securities is effective. The Company has covenanted and agreed that it will file
a registration statement and will use its best efforts to cause the same to
become effective and to keep such registration statement current while any of
the Class B Warrants are outstanding. The Class B Warrants represented hereby
shall not be exercisable by a Registered Holder in any state where such exercise
would be unlawful.

      This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Class B Warrants, each of such new Warrant Certificates to
represent such number of Class B Warrants as shall be designated by such
Registered Holder at the time of such surrender. Upon due presentment with any
applicable transfer fee in addition to any tax or other governmental charge
imposed in connection therewith, for registration of transfer of this Warrant
Certificate at such office, a new Warrant Certificate or Warrant Certificates
representing an equal aggregate number of Class B Warrants will be issued to the
transferee in exchange therefore, subject to the limitations provided in the
Warrant Agreement.


                                      -6-
<PAGE>
      Prior to the exercise of any Class B Warrant represented hereby, the
Registered Holder shall not be entitled to any rights of a stockholder of the
Company, including, without limitation, the right to vote or to receive
dividends or other distributions, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided in the Warrant
Agreement.

      The Class B Warrants represented hereby may be redeemed at the option of
the Company, at a redemption price of $.10 per Class B Warrant at any time after
_______ , 2002, provided the market price (as defined in the Warrant Agreement)
for the Common Stock shall exceed $ 18.00 per share for ten (10) consecutive
days ending prior to the Notice of Redemption. Notice of redemption shall be
given not later than the thirtieth day before the date fixed for redemption, all
as provided in the Warrant Agreement. On and after the date fixed for
redemption, the Registered Holder shall have no rights with respect to the Class
B Warrants represented hereby except to receive the $.10 per Class B Warrant
upon surrender of this Warrant Certificate.

      Prior to due presentment for registration of transfer hereof, the Company
and the Warrant Agent may deem and treat the Registered Holder as the absolute
owner hereof and of each Class B Warrant represented hereby (notwithstanding any
notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary.

      This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York.

      This Warrant Certificate is not valid unless countersigned by the Warrant
Agent.

      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile, by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.


                                       BioDelivery Sciences International, Inc.

Dated: _________________               By: _____________________________________


                                       By: _____________________________________

                                                                     [seal]
Countersigned:

American Stock Transfer & Trust Company
as Warrant Agent

By: _____________________________________
      Authorized Officer


                                      -7-
<PAGE>
                    [FORM OF REVERSE OF WARRANT CERTIFICATE]

                                SUBSCRIPTION FORM

                     To Be Executed by the Registered Holder
                          in Order to Exercise Warrants

      The undersigned Registered Holder hereby irrevocably elects to exercise
_________ Class B Warrants represented by this Warrant Certificate, and to
purchase the securities issuable upon the exercise of such Class B Warrants, and
requests that certificates for such securities shall be issued in the name of

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                      _____________________________________
                      _____________________________________
                      _____________________________________
                      _____________________________________

                     [please print or type name and address]

and be delivered to

                      _____________________________________
                      _____________________________________
                      _____________________________________
                      _____________________________________

                     [please print or type name and address]

and if such number of Class B Warrants shall not be all the Class B Warrants
evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such Class A Warrants be registered in the name of, and delivered to,
the Registered Holder at the address stated below.


Dated: _______        X ___________________________________

                      _____________________________________

                      _____________________________________

                      _____________________________________
                      Address

                      _____________________________________
                      Taxpayer Identification Number

                      _____________________________________
                      Signature Guaranteed


                      _____________________________________


                                      -8-
<PAGE>
                                   ASSIGNMENT


                     To Be Executed by the Registered Holder
                           in Order to Assign Warrants


FOR VALUE RECEIVED, _____________ hereby sells, assigns and transfers unto


            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER

                      _____________________________________
                      _____________________________________
                      _____________________________________
                      _____________________________________

                     [please print or type name and address]


_____________ of the Class B Warrants represented by this Warrant Certificate,
and hereby irrevocably constitutes and appoints _______________________________
_________________________________ Attorney to transfer this Warrant Certificate
on the books of the Company, with full power of substitution in the premises.


Dated: ______________                        X ________________________________
                                               Signature Guaranteed


THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.


                                      -9-