NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR ANY  OTHER  APPLICABLE  SECURITIES  LAWS.  THIS  WARRANT  HAS BEEN  ISSUED IN
RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES
ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE
UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED,  ENCUMBERED OR OTHERWISE
DISPOSED OF EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM  REGISTRATION  UNDER THE
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE LAWS.

                             STOCK PURCHASE WARRANT

                                  June 20, 2002

                  To Purchase 300,000 Shares of Common Stock of

                               eMAGIN CORPORATION

          THIS CERTIFIES  that, for value received,  Mr.  MORTIMER D.A.  SACKLER
(the  "Holder"),  is entitled,  upon the terms and subject to the limitations on
exercise and the conditions  hereinafter  set forth, at any time that the Holder
is not a Restricted Holder (as defined below) (the "Exercise  Period") and on or
prior to the close of business on June 20, 2007 (the "Termination Date") but not
thereafter, to subscribe for and purchase from eMagin Corporation, a corporation
incorporated in the State of Delaware (the "Company"), up to 300,000 shares (the
"Warrant  Shares") of Common  Stock,  $.001 par value per share,  of the Company
(the  "Common  Stock").  The  purchase  price of one share of Common  Stock (the
"Exercise Price") under this Warrant shall be $0.4419 (forty-four point nineteen
cents).  The  Exercise  Price and the  number of  Warrant  Shares  for which the
Warrant is exercisable shall be subject to adjustment as provided herein. In the
event of any  conflict  between the terms of this  Warrant and the Secured  Note
Purchase  Agreement dated as of June 20, 2002 pursuant to which this Warrant has
been issued (the "Purchase  Agreement"),  the Purchase  Agreement shall control.
Capitalized  terms used and not otherwise defined herein shall have the meanings
set  forth  for such  terms in the  Purchase  Agreement.  For  purposes  of this
Warrant,  the Holder shall be considered a "Restricted Holder," if the Holder is
the beneficial owner, directly or indirectly,  of more than ten percent (10%) of
the Common  Stock for purposes of Section 16 of the  Securities  Exchange Act of
1934, as amended.

          1. Title to Warrant.  This  Warrant and all rights  hereunder  are not
transferable, in whole or in part, by the Holder.

          2.  Authorization  of Shares.  The Company  covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights  represented
by this Warrant will, upon exercise of the purchase  rights  represented by this
Warrant,  be duly authorized,  validly issued,  fully paid and nonassessable and
free from all taxes,  liens and charges in respect of the issue  thereof  (other
than (x) taxes in respect of any transfer occurring  contemporaneously with such
issue) and (y) liens and charges created by the Holder).
<PAGE>

          3. Exercise of Warrant.

               (a)  Except as  provided  in  Section 4 herein,  exercise  of the
purchase  rights  represented  by this  Warrant may be made by the Holder at any
time or times during the Exercise  Period and on or before the close of business
on the  Termination  Date by the  surrender  of this  Warrant  and the Notice of
Exercise  Form annexed  hereto duly  executed,  at the office of the Company (or
such  other  office or agency of the  Company as it may  designate  by notice in
writing to the registered  Holder at the address of such Holder appearing on the
books of the Company) and upon payment on or before the Termination  Date of the
Exercise  Price of the shares  thereby  purchased by wire  transfer or cashier's
check drawn on a United  States bank,  or by means of a cashless  exercise,  the
Holder  shall be  entitled  to receive a  certificate  for the number of Warrant
Shares so  purchased.  Certificates  for  shares  purchased  hereunder  shall be
delivered to the Holder  within three (3) business  days after the date on which
this Warrant  shall have been  exercised  as  aforesaid.  This Warrant  shall be
deemed to have been  exercised and such  certificate  or  certificates  shall be
deemed to have been issued,  and Holder or any other person so  designated to be
named  therein  shall be deemed to have become a holder of record of such shares
for all  purposes,  as of the date the Warrant has been  exercised by payment to
the  Company  of the  Exercise  Price and all taxes  required  to be paid by the
Holder, if any, pursuant to Section 5 prior to the issuance of such shares, have
been paid.

               (b) If this  Warrant  shall  have  been  exercised  in part,  the
Company  shall,  at the time of  delivery  of the  certificate  or  certificates
representing Warrant Shares,  deliver to the Holder a new Warrant evidencing the
rights of the Holder to purchase the  unpurchased  Warrant  Shares called for by
this Warrant,  which new Warrant shall in all other  respects be identical  with
this Warrant.

               (c)  This  Warrant  shall  also  be  exercisable  by  means  of a
"cashless  exercise"  in  which  the  Holder  shall be  entitled  to  receive  a
certificate  for the number of Warrant Shares equal to the quotient  obtained by
dividing [(A - B) (X)] by (A), where:

                    (A) = the  closing  price  per  share of  Common  Stock  (as
                    reported by the American Stock Exchange (or principal market
                    in terms of volume)) on the trading day  preceding  the date
                    of such election on the American Stock  Exchange,  or if the
                    Common Stock is not traded on the American  Stock  Exchange,
                    then the principal market (in terms of volume);

                    (B) = the Exercise Price of this Warrant; and

                    (X) = the number of Warrant Shares issuable upon exercise of
                    this  Warrant in  accordance  with the terms of this Warrant
                    and the Notice of Exercise.

          4. No  Fractional  Shares  or  Scrip.  No  fractional  shares or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any  fraction of a share  which the Holder  would  otherwise  be
entitled to purchase upon such exercise, the Company shall pay a cash adjustment
in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price.

                                       2

<PAGE>

          5. Charges,  Taxes and Expenses.  Issuance of certificates for Warrant
Shares shall be made without  charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such certificate,  all
of which taxes and expenses shall be paid by the Company,  and such certificates
shall be  issued  in the name of the  Holder  or in such name or names as may be
directed by the Holder,  provided,  however,  that in the event certificates for
Warrant  Shares are to be issued in a name  other  than the name of the  Holder,
this  Warrant  when  surrendered  for  exercise  shall  be  accompanied  by  the
Assignment Form attached hereto duly executed by the Holder; and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

          6. Transfer, Division and Combination.

               (a) This Warrant may be divided or combined  with other  Warrants
upon presentation hereof at the aforesaid office of the Company, together with a
written notice  specifying the names and denominations in which new Warrants are
to be issued,  signed by the Holder or its agent or attorney.  The Company shall
execute and  deliver a new  Warrant or  Warrants in exchange  for the Warrant or
Warrants to be divided or combined in accordance with such notice.

               (b) The  Company  shall  prepare,  issue and  deliver  at its own
expense  (other than  transfer  taxes) the new  Warrant or  Warrants  under this
Section 6.

               (c) The Company  agrees to  maintain,  at its  aforesaid  office,
books for the  registration  and the registration of any division or combination
of the Warrants.

          7. No Rights as  Shareholder  until  Exercise.  This  Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price or by means of a cashless exercise,  the
Warrant  Shares so purchased  shall be and be deemed to be issued to such Holder
as the record  owner of such  shares as of the close of business on the later of
the date of such surrender or payment.

          8. Loss,  Theft,  Destruction  or Mutilation  of Warrant.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not include the posting of any bond),  and upon  surrender and  cancellation  of
such  Warrant or stock  certificate,  if  mutilated,  the Company  will make and
deliver a new  Warrant or stock  certificate  of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

          9. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall be a Saturday,  Sunday or a legal holiday,  then such action may be
taken or such right may be exercised on the next  succeeding day not a Saturday,
Sunday or legal holiday.

          10.  Adjustments  of Exercise  Price and Number of Warrant  Shares for
Stock  Splits,  etc.  The number  and kind of  securities  purchasable  upon the
exercise of this Warrant and

                                       3
<PAGE>

the  Exercise  Price shall be subject to  adjustment  from time to time upon the
happening of any of the following.  In case the Company shall (i) pay a dividend
in shares of Common  Stock or make a  distribution  in shares of Common Stock to
holders of its outstanding  Common Stock, (ii) subdivide its outstanding  shares
of Common Stock into a greater number of shares,  (iii) combine its  outstanding
shares of Common Stock into a smaller number of shares of Common Stock,  or (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant  Shares  purchasable  upon  exercise of this  Warrant
immediately prior thereto shall be adjusted so that the Holder shall be entitled
to  receive  the kind and number of Warrant  Shares or other  securities  of the
Company  which it would have  owned or have been  entitled  to receive  had such
Warrant been exercised in advance thereof. Upon each such adjustment of the kind
and  number of  Warrant  Shares or other  securities  of the  Company  which are
purchasable  hereunder,  the Holder shall thereafter be entitled to purchase the
number of Warrant Shares or other  securities  resulting from such adjustment at
an Exercise  Price per Warrant Share or other  security  obtained by multiplying
the Exercise Price in effect  immediately prior to such adjustment by the number
of  Warrant  Shares  purchasable  pursuant  hereto  immediately  prior  to  such
adjustment and dividing by the number of Warrant  Shares or other  securities of
the Company resulting from such adjustment.  An adjustment made pursuant to this
paragraph shall become  effective  immediately  after the effective date of such
event retroactive to the record date, if any, for such event.

          11.  Reorganization,   Reclassification,   Merger,   Consolidation  or
Disposition  of  Assets.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the  Company,  then the Holder  shall have the right  thereafter  to elect to
receive,  (i) upon exercise of this Warrant at the Exercise Price written herein
and  consummation of the applicable  event, the number of shares of Common Stock
of the  successor  or  acquiring  corporation  or of the  Company,  if it is the
surviving corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by the Holder of the number of shares of Common  Stock for which this Warrant is
exercisable  immediately prior to such event, or (ii) cash equal to the value of
this Warrant as determined in accordance with the  Black-Scholes  option pricing
formula.  In  case  of  any  such  reorganization,   reclassification,   merger,
consolidation or disposition of assets,  the successor or acquiring  corporation
(if  other  than  the  Company)  shall  expressly  assume  the due and  punctual
observance  and  performance  of each and every  covenant and  condition of this
Warrant to be performed and observed by the Company and all the  obligations and
liabilities   hereunder,   subject  to  such  modifications  as  may  be  deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for  adjustments of Warrant Shares for which
this Warrant is exercisable  which shall be as nearly  equivalent as practicable
to the adjustments provided for in this Section 11. For purposes of this Section
11, "common stock of the successor or acquiring corporation" shall

                                       4
<PAGE>

include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  11  shall   similarly   apply  to   successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

          12. Voluntary  Adjustment by the Company.  The Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

          13.  Notice of  Adjustment.  Whenever the number of Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall promptly mail by registered or certified mail,  return receipt  requested,
to the Holder notice of such adjustment or adjustments  setting forth the number
of Warrant  Shares  (and other  securities  or  property)  purchasable  upon the
exercise of this  Warrant and the  Exercise  Price of such  Warrant  Shares (and
other  securities  or property)  after such  adjustment,  setting  forth a brief
statement  of  the  facts  requiring  such  adjustment  and  setting  forth  the
computation by which such  adjustment was made.  Such notice,  in the absence of
manifest  error,  shall  be  conclusive  evidence  of the  correctness  of  such
adjustment.

          14. Notice of Corporate Action. If at any time:

               (a) the Company  shall take a record of the holders of its Common
Stock  for the  purpose  of  entitling  them to  receive  a  dividend  or  other
distribution,  or any right to subscribe  for or purchase  any  evidences of its
indebtedness,  any  shares  of stock of any  class or any  other  securities  or
property, or to receive any other right, or

               (b) there shall be any capital reorganization of the Company, any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation or,

               (c)  there  shall  be a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to the Holder, if
lawful and  practicable  to do so, (i) at least 10 days' prior written notice of
the  date  on  which  a  record  date  shall  be  selected  for  such  dividend,
distribution or right or for  determining  rights to vote in respect of any such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  liquidation  or  winding  up,  and  (ii) in the  case of any  such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  dissolution,  liquidation  or winding  up, at least 10 days' prior
written  notice of the date  when the same  shall  take  place.  Such  notice in
accordance  with the  foregoing  clause also shall specify (i) the date on which
any such record is to be taken for the purpose of such dividend, distribution or
right,

                                       5
<PAGE>

the date on which the  holders of Common  Stock  shall be  entitled  to any such
dividend,  distribution or right, and the amount and character thereof, and (ii)
the  date  on  which   any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  dissolution, liquidation or winding
up is to take place and the time,  if any such time is to be fixed,  as of which
the holders of Common Stock shall be entitled to exchange  their Warrant  Shares
for securities or other property deliverable upon such disposition, dissolution,
liquidation or winding up. Each such written notice shall be sufficiently  given
if addressed  to the Holder at the last  address of the Holder  appearing on the
books of the Company and delivered in accordance with Section 16(d).

          15.  Authorized  Shares.  The Company covenants that during the period
the Warrant is  outstanding,  it will reserve from its  authorized  and unissued
Common  Stock a  sufficient  number of shares to provide for the issuance of the
Warrant Shares upon the exercise of any purchase rights under this Warrant.  The
Company represents that issuance of this Warrant shall constitute full authority
to its officers who are charged with the duty of executing stock certificates to
execute and issue the  necessary  certificates  for the Warrant  Shares upon the
exercise of the purchase  rights under this  Warrant.  The Company will take all
such  reasonable  action as may be necessary to assure that such Warrant  Shares
may be issued as provided  herein  without  violation of any  applicable  law or
regulation,  or of any requirements of the principal market (in terms of volume)
upon which the Common Stock may be listed.

          The Company shall not by any action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of the terms of this  Warrant,  but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such  actions as may be necessary  or  appropriate  to protect the rights of the
Holder against impairment. Without limiting the generality of the foregoing, the
Company  will (a) not  increase  the par value of any Warrant  Shares  above the
amount payable therefor upon such exercise immediately prior to such increase in
par value,  (b) use commercially  reasonable  efforts to take all such action as
may be  necessary  or  appropriate  in order that the  Company  may  validly and
legally issue fully paid and  nonassessable  Warrant Shares upon the exercise of
this Warrant,  and (c) use  commercially  reasonable  efforts to obtain all such
authorizations,  exemptions or consents from any public  regulatory  body having
jurisdiction  thereof as may be  necessary  to enable the Company to perform its
obligations under this Warrant.

          Before  taking any action which would result in an  adjustment  in the
number of  Warrant  Shares  for which  this  Warrant  is  exercisable  or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

16.      Miscellaneous.

               (a) Jurisdiction.  This Warrant shall constitute a contract under
the laws of the  State of New  York,  without  regard  to its  conflict  of law,
principles  or rules,  and be subject to  arbitration  pursuant to the terms set
forth in the Purchase Agreement.

               (b) Restrictions. The Holder acknowledges that the Warrant Shares
acquired  upon the  exercise  of this  Warrant,  if not  registered,  will  have
restrictions upon resale imposed by state and federal securities laws.

               (c) Nonwaiver and Expenses.  No course of dealing or any delay or
failure to exercise any right  hereunder on the part of the Holder shall operate
as a waiver of such right or otherwise prejudice the Holder's rights,  powers or
remedies,  notwithstanding  all rights  hereunder  terminate on the  Termination
Date. If the Company  willfully and knowingly fails to comply with any provision
of this  Warrant,  which  results in any  material  damages to the  Holder,  the
Company shall pay to the Holder such amounts as shall be sufficient to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including  those of appellate  proceeding  and out of pocket costs and expenses,
incurred  by the Holder in  collecting  any amounts  due  pursuant  hereto or in
otherwise enforcing any of its rights, powers or remedies hereunder.

               (d) Notices.  Any notice,  request or other document  required or
permitted  to be  given or  delivered  to the  Holder  by the  Company  shall be
delivered in accordance with the notice provisions of the Purchase Agreement.

               (e) Limitation of Liability.  No provision hereof, in the absence
of  affirmative  action  by  the  Holder  to  purchase  Warrant  Shares,  and no
enumeration herein of the rights or privileges of the Holder, shall give rise to
any  liability  of Holder for the  purchase  price of any  Common  Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

               (f)  Remedies.  The  Holder,  in  addition  to being  entitled to
exercise  all rights  granted by law,  including  recovery of  damages,  will be
entitled to specific  performance of its rights under this Warrant.  The Company
agrees that  monetary  damages would not be adequate  compensation  for any loss
incurred  by reason  of a breach by it of the  provisions  of this  Warrant  and
hereby agrees to waive the defense in any action for specific performance that a
remedy at law would be adequate.

               (g) Successors and Assigns. Subject to applicable securities laws
and the provisions of this Warrant,  this Warrant and the rights and obligations
evidenced  hereby  shall  inure  to  the  benefit  of and be  binding  upon  the
successors of the Company and the  successors of the Holder.  The  provisions of
this  Warrant  are  intended  to be for the  benefit  of the Holder and shall be
enforceable by the Holder.

               (h)  Amendment.  This  Warrant  may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.

               (i)  Severability.  Wherever  possible,  each  provision  of this
Warrant shall be  interpreted  in such manner as to be effective and valid under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

               (j)  Headings.  The  headings  used in this  Warrant  are for the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

          IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated as of June 20, 2002

                                              eMAGIN CORPORATION


                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:
<PAGE>
                               NOTICE OF EXERCISE

To:      eMagin Corporation

          (1) The undersigned hereby elects to purchase _________ Warrant Shares
(the  "Common  Stock"),  of  eMagin  Corporation  pursuant  to the  terms of the
attached  Warrant,  and tenders  herewith payment of the exercise price in full,
together with all applicable  transfer taxes, if any. The undersigned  certifies
that it is not a Restricted Holder, as defined in the Warrant.

          (2) Please  issue a  certificate  or  certificates  representing  said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

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

The Warrant Shares shall be delivered to the following:

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

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

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



                                              [PURCHASER]



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

                                               Dated:
                                                     ---------------------------
<PAGE>


                   NOTICE OF EXERCISE OF COMMON STOCK WARRANT
                    PURSUANT TO CASHLESS EXERCISE PROVISIONS



To:  eMagin Corporation

Aggregate Price of Warrant Before Exercise:  $__________
Aggregate Price Being Exercised:  $_________
Exercise Price:  $________ per share
Number of Shares of Common Stock to be Issued Under this Notice:  _________
Remaining Aggregate Price (if any) After Issuance:  $__________

Gentlemen:
          The undersigned,  registered Holder of the Warrant delivered herewith,
hereby irrevocably exercises such Warrant for, and purchases thereunder,  shares
of the Common Stock of eMagin Corporation,  a Delaware corporation,  as provided
below.  Capitalized terms used herein,  unless otherwise  defined herein,  shall
have the meanings given in the Warrant. The undersigned certifies that it is not
a Restricted  Holder,  as defined in the Warrant.  Holder hereby  exercises this
Warrant for an aggregate of _____ shares, leaving _______ shares remaining to be
exercised.  Such exercise shall be pursuant to the cashless exercise  provisions
of Section 3 of the Warrant; therefore, Holder makes no payment with this Notice
of Exercise and  authorizes the Company to reduce the number of shares of Common
Stock  to be  delivered  pursuant  to  the  immediately  preceding  sentence  in
accordance  with  Section  3.  Holder  requests  that the  certificates  for the
purchased  shares of Common  Stock be  issued in the name of  _____________  and
delivered to  __________________.  To the extent the  foregoing  exercise is for
less  than the  full  Aggregate  Price of the  Warrant,  a  replacement  Warrant
representing  the remainder of the Aggregate  Price (and otherwise of like form,
tenor and effect) shall be delivered to Holder along with the share  certificate
evidencing the Common Stock issued in response to this Notice of Exercise.

                                   [PURCHASER]



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

                                      Date:


                                      NOTE

The execution of the foregoing Notice of Exercise must exactly correspond to the
name of the Holder on the Warrant.