<PAGE>

                                                                     Exhibit 4.2


THIS WARRANT AND THE UNDERLYING  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT") OR ANY STATE  SECURITIES  LAWS.
THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO SUCH SECURITIES UNDER THE ACT AND
APPLICABLE  STATE  SECURITIES LAWS OR AN OPINION OF COUNSEL  SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                                    SBE, INC.

                        WARRANT TO PURCHASE COMMON STOCK

                                                                   JUNE 27, 2003
                            VOID AFTER JUNE 27, 2008

     THIS  CERTIFIES  THAT,  for value  received,  ________,  with ___ principal
residence or office at ______________,  or permitted assigns (the "Holder"),  is
entitled to subscribe  for and purchase at the Exercise  Price  (defined  below)
from SBE, Inc., a Delaware  corporation (the "Company"),  up to  _______________
shares of the Common Stock of the Company (the "Common  Stock"),  as adjusted as
provided below.

     1.  DEFINITIONS.  As used  herein,  the  following  terms  shall  have  the
following respective meanings:

         (A) "Exercise  Period" shall mean the period  commencing  with the date
hereof and ending at 5:00 p.m. (California time) on the fifth anniversary of the
date hereof.

         (B) "Exercise Price" shall mean $1.50 per share,  subject to adjustment
pursuant to Section 5 below.

         (C) "Exercise  Shares"  shall mean the shares of the  Company's  Common
Stock issuable upon exercise of this Warrant.

     2.  EXERCISE  OF WARRANT.  The rights  represented  by this  Warrant may be
exercised  in  whole or in part at any  time  during  the  Exercise  Period,  by
delivery of the  following  to the Company at its address set forth above (or at
such other address as it may designate by notice in writing to the Holder):

         (A) An executed Notice of Exercise in the form attached hereto;

         (B) Payment of the Exercise Price either in cash or by check; and

         (C) This Warrant.

     Upon the exercise of the rights  represented by this Warrant, a certificate
or certificates for the Exercise Shares so purchased,  registered in the name of
the Holder or persons  affiliated with the Holder,  if the Holder so designates,
shall be issued and delivered to the Holder  within a reasonable  time after the
rights represented by this Warrant shall have been so exercised.



                                       1
<PAGE>

         The person in whose name any certificate or  certificates  for Exercise
Shares are to be issued upon  exercise of this  Warrant  shall be deemed to have
become the holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the date
of delivery of such  certificate  or  certificates,  except that, if the date of
such  surrender  and  payment  is a date  when the stock  transfer  books of the
Company  are closed,  such  person  shall be deemed to have become the holder of
such shares at the close of business  on the next  succeeding  date on which the
stock transfer books are open.

         Notwithstanding  any  provisions  herein to the  contrary,  if the fair
market  value of one share of the  Company's  Common  Stock is greater  than the
Exercise  Price  (at the date of  calculation  as set forth  below),  in lieu of
exercising  this  Warrant by  payment  of cash,  the Holder may elect to receive
shares equal to the value (as determined  below) of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant at the principal  office of
the Company  together  with the  properly  endorsed  Notice of Exercise in which
event the Company  shall issue to the Holder a number of shares of Common  Stock
computed using the following formula:

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

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

                  Y =    the number of shares of Common Stock  purchasable under
                         the  Warrant  or, if only a portion  of the  Warrant is
                         being  exercised,  the  portion  of the  Warrant  being
                         canceled (at the date of such calculation)

                  A =    the fair  market  value of one  share of the  Company's
                         Common Stock (at the date of such calculation)

                  B =    Exercise  Price  (as  adjusted  to  the  date  of  such
                         calculation)

         For purposes of the above  calculation,  the "fair market value" of one
share of Common Stock shall mean (i) the average of the closing sales prices for
the shares of Common Stock on the Nasdaq SmallCap Market or other trading market
where such  security  is listed or traded as  reported  by  Bloomberg  Financial
Markets (or a comparable  reporting service of national  reputation  selected by
the Company and  reasonably  acceptable  to the holders if  Bloomberg  Financial
Markets is not then  reporting  sales  prices of such  security)  (collectively,
"Bloomberg")  for the 10  consecutive  trading days  immediately  preceding such
date, or (ii) if the Nasdaq SmallCap Market is not the principal  trading market
for the  shares of Common  Stock,  the  average  of the  reported  sales  prices
reported by  Bloomberg  on the  principal  trading  market for the Common  Stock
during the same period, or, if there is no sales price for such period, the last
sales price  reported by Bloomberg  for such period,  or (iii) if neither of the
foregoing applies, the last sales price of such security in the over-the-counter
market on the pink  sheets or  bulletin  board for such  security as reported by
Bloomberg,  or if no sales price is so reported for such security,  the last bid
price of such  security as reported by  Bloomberg,  or (iv) if fair market value
cannot be  calculated as of such date on any of the  foregoing  bases,  the fair
market value shall be as  determined by the Board of Directors of the Company in
the exercise of its good faith judgment.


                                       2
<PAGE>

     3. COVENANTS OF THE COMPANY.

         (A) COVENANTS AS TO EXERCISE SHARES.  The Company  covenants and agrees
that all  Exercise  Shares  that may be issued  upon the  exercise of the rights
represented  by  this  Warrant  will,  upon  issuance,  be  validly  issued  and
outstanding,  fully paid and  nonassessable,  and free from all taxes, liens and
charges with respect to the issuance thereof.

         (B) NO  IMPAIRMENT.  Except as and to the extent waived or consented to
by the  Holder,  the  Company  will not,  by  amendment  of its  Certificate  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed  hereunder  by the Company,  but will at all times in good
faith assist in the carrying  out of all the  provisions  of this Warrant and in
the taking of all such action as may be  necessary  or  appropriate  in order to
protect the exercise rights of the Holder against impairment.

         (C) NOTICES OF RECORD  DATE.  In the event of any taking by the Company
of a record  of the  holders  of any  class of  securities  for the  purpose  of
determining  the  holders  thereof who are  entitled to receive any  dividend or
other distribution, the Company shall mail to the Holder, at least 10 days prior
to the date  specified  herein,  a notice  specifying the date on which any such
record is to be taken for the purpose of such dividend or distribution.

     4. REPRESENTATIONS AND COVENANTS OF HOLDER.

         (A) ACQUISITION OF WARRANT FOR PERSONAL ACCOUNT.  The Holder represents
and  warrants  that it is  acquiring  the  Warrant  solely for its  account  for
investment and not with a view to or for sale or distribution of said Warrant or
any part  thereof.  The  Holder  also  represents  that  the  entire  legal  and
beneficial  interests of the Warrant and Exercise Shares the Holder is acquiring
is being acquired for, and will be held for, its account only.

         (B) SECURITIES ARE NOT REGISTERED.

         (1) The Holder  understands  that the Warrant and the  Exercise  Shares
have not been  registered  under the  Securities  Act of 1933,  as amended  (the
"Act"), on the basis that no distribution or public offering of the stock of the
Company is to be effected.  The Holder realizes that the basis for the exemption
may not be present if,  notwithstanding  its  representations,  the Holder has a
present intention of acquiring the securities for a fixed or determinable period
in the  future,  selling  (in  connection  with a  distribution  or  otherwise),
granting any  participation  in, or otherwise  distributing the securities.  The
Holder  has no such  present  intention  except as set forth in Article 7 of the
Securities  Purchase  Agreement  dated as of the date  hereof  by and  among the
Company and the purchasers named therein (the "Securities Purchase Agreement").

         (2) The Holder recognizes that the Warrant and the Exercise Shares must
be held indefinitely unless they are subsequently registered under the Act or an
exemption


                                       3
<PAGE>

from such registration is available. The Holder recognizes that the Company will
register  the Exercise  Shares  pursuant to the  provisions  of Section 7 of the
Securities Purchase Agreement.

         (3) The Holder is aware  that  neither  the  Warrant  nor the  Exercise
Shares may be sold  pursuant  to Rule 144 adopted  under the Act unless  certain
conditions  are met,  including,  among other things,  the existence of a public
market for the shares,  the  availability of certain current public  information
about the Company,  the resale  following the required holding period under Rule
144 and the  number of shares  being  sold  during  any three  month  period not
exceeding specified limitations.

     (C) DISPOSITION OF WARRANT AND EXERCISE SHARES.

         (1) The Holder will not make any  disposition of all or any part of the
Warrant or Exercise Shares in any event unless and until:

              (A) The Company shall have received a letter secured by the Holder
from the  Securities  and  Exchange  Commission  stating  that no action will be
recommended to the Commission with respect to the proposed disposition;

              (B) There is then in effect a registration statement under the Act
covering such proposed  disposition  and such  disposition is made in accordance
with said registration statement; or

              (C) The Holder  shall have  notified  the Company of the  proposed
disposition  and shall have  furnished the Company with a detailed  statement of
the  circumstances  surrounding  the  proposed  disposition,  and if  reasonably
requested by the Company,  the Holder shall have  furnished  the Company with an
opinion of counsel,  reasonably  satisfactory to the Company,  for the Holder to
the effect that such disposition  will not require  registration of such Warrant
or Exercise Shares under the Act or any applicable state securities laws.

         (2) The Holder understands and agrees that all certificates  evidencing
the shares to be issued to the Holder may bear the following legend:

     "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
     1933,  AS AMENDED  (THE  "ACT").  THEY MAY NOT BE SOLD,  OFFERED  FOR SALE,
     PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
     STATEMENT  AS TO THE  SECURITIES  UNDER THE ACT OR AN  OPINION  OF  COUNSEL
     SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

     5. ADJUSTMENT OF EXERCISE PRICE AND SHARES.

         (A) In the event of  changes  in the  outstanding  Common  Stock of the
Company   by   reason   of  stock   dividends,   split-ups,   recapitalizations,
reclassifications,   combinations   or   exchanges   of   shares,   separations,
reorganizations,   liquidations,   consolidation,  acquisition  of  the  Company
(whether through merger or acquisition of substantially  all the assets or stock
of



                                       4
<PAGE>

the Company),  or the like, the number and class of shares  available  under the
Warrant  in the  aggregate  and the  Exercise  Price  shall  be  correspondingly
adjusted to give the Holder of the Warrant,  on exercise for the same  aggregate
Exercise Price, the total number, class, and kind of shares or other property as
the Holder  would have owned had the Warrant been  exercised  prior to the event
and had the  Holder  continued  to hold such  shares  until the event  requiring
adjustment.  The  form  of this  Warrant  need  not be  changed  because  of any
adjustment in the number of Exercise Shares subject to this Warrant.

     (B) If at any time or from time to time the holders of Common  Stock of the
Company (or any shares of stock or other  securities at the time receivable upon
the exercise of this Warrant) shall have received or become entitled to receive,
without payment therefor,

         (1) Common Stock or any shares of stock or other  securities  which are
at any time directly or indirectly  convertible  into or exchangeable for Common
Stock, or any rights or options to subscribe for,  purchase or otherwise acquire
any of the  foregoing  by way of  dividend or other  distribution  (other than a
dividend or distribution covered in section 5(a) above),

         (2) any cash paid or payable otherwise than as a cash dividend, or

         (3) Common Stock or  additional  stock or other  securities or property
(including cash) by way of spinoff, split-up,  reclassification,  combination of
shares or similar  corporate  rearrangement  (other than shares of Common  Stock
pursuant to Section 5(a) above),

then and in each such case,  the Holder  hereof will,  upon the exercise of this
Warrant,  be entitled to receive,  in addition to the number of shares of Common
Stock receivable thereupon,  and without payment of any additional consideration
therefor,  the amount of stock and other securities and property (including cash
in the cases  referred to in clauses (2) and (3) above)  which such Holder would
hold on the date of such  exercise  had he been the  holder  of  record  of such
Common Stock as of the date on which holders of Common Stock  received or became
entitled  to  receive  such  shares  or all  other  additional  stock  and other
securities  and property.  The Exercise  Price shall also be subject to downward
adjustment as provided in Section 7.4 of the Securities Purchase Agreement.

     (C) SALE OF COMMON STOCK BELOW EXERCISE PRICE.

         (I) If at any time or from time to time after the issuance hereof,  the
Company issues or sells, or is deemed by the express  provisions of this Section
5(c) to have issued or sold Additional Shares of Common Stock (as defined below)
for an Effective Price (as defined below) less than the  then-existing  Exercise
Price (a  "Qualifying  Dilutive  Issuance"),  then and in each  such  case,  the
then-existing Exercise Price shall be reduced, as of 12:01 a.m. New York time on
the date immediately after such issue or sale, to a price equal to the Effective
Price of such Additional Shares of Common Stock issued or deemed to be issued in
the Qualifying Dilutive Issuance.

         (II) No  adjustment  shall be made to the  Exercise  Price in an amount
less than one cent per share. Any adjustment  otherwise required by this Section
5(c) that is not  required  to be made due to the  preceding  sentence  shall be
included in any subsequent adjustment to the Exercise Price.



                                       5
<PAGE>

         (III) For the  purpose of making  any  adjustment  required  under this
Section 5(c), the consideration received by the Company for any issue or sale of
securities (the "Aggregate  Consideration")  shall be computed at the net amount
of cash received by the Company after  deduction of any  underwriting or similar
commissions,  compensation  or  concessions  paid or allowed  by the  Company in
connection with such issue or sale but without deduction of any expenses payable
by the Company.  If Additional Shares of Common Stock or Convertible  Securities
(as defined  below) are sold  together  with other stock or  securities or other
assets  of  the  Company  for  a  consideration  that  covers  both,   Aggregate
Consideration  will be computed as the portion of the  consideration so received
that may be reasonably  determined in good faith by the Board to be allocable to
such  Additional  Shares of Common  Stock,  Convertible  Securities or rights or
options.

         (IV) (1) For the purpose of the adjustment  required under this Section
5(c), if the Company sells preferred stock, options,  warrants,  purchase rights
or other  securities  convertible  into or exercisable for Additional  Shares of
Common Stock  ("Convertible  Securities"),  the Company  shall be deemed to have
issued at the time of the issuance of such  Convertible  Securities  the maximum
number of Additional Shares of Common Stock issuable upon exercise or conversion
thereof and to have received as consideration for the issuance of such shares an
amount equal to the total amount of the  consideration,  if any, received by the
Company for the issuance of such Convertible Securities plus the minimum amounts
of consideration, if any, payable to the Company upon the conversion or exercise
thereof (other than by cancellation  of liabilities or obligations  evidenced by
such  Convertible  Securities);  provided  that if the  minimum  amounts of such
consideration  cannot be  ascertained,  but are a function  of  antidilution  or
similar  protective  clauses,  the Company  shall be deemed to have received the
minimum amounts of consideration without reference to such clauses.

              (2) If the minimum amount of consideration  payable to the Company
upon the exercise or conversion of  Convertible  Securities is reduced over time
or on the occurrence or  non-occurrence of specified events other than by reason
of  antidilution  adjustments,  the  Effective  Price on the  then-unexercisable
portion of this  Warrant  shall be  recalculated  using the figure to which such
minimum  amount of  consideration  is  reduced;  provided  further,  that if the
minimum  amount of  consideration  payable to the Company  upon the  exercise or
conversion of such rights,  options or  Convertible  Securities is  subsequently
increased,  the Effective Price shall be again  recalculated using the increased
minimum  amount of  consideration  payable to the Company  upon the  exercise or
conversion of such Convertible Securities.

              (3) No further  adjustment of the Exercise Price, as adjusted upon
the issuance of such  Convertible  Securities,  shall be made as a result of the
actual issuance of Additional  Shares of Common Stock the conversion or exercise
of any such  Convertible  Securities.  If the  conversion or exercise  privilege
represented by any such Convertible  Securities shall expire without having been
exercised,  the Exercise Price as adjusted upon the issuance of such Convertible
Securities  shall be  readjusted  to the Exercise  Price that would have been in
effect had an adjustment been made on the basis that the only Additional  Shares
of Common



                                       6
<PAGE>

Stock so issued were the  Additional  Shares of Common Stock,  if any,  actually
issued or sold on the exercise or conversion of such Convertible Securities, and
such  Additional  Shares of Common  Stock,  if any,  were issued or sold for the
consideration  actually  received by the Company  upon such  exercise,  plus the
consideration,  if any,  actually received by the Company for issuing or selling
the Convertible Securities actually converted,  plus the consideration,  if any,
actually  received by the Company (other than by  cancellation of liabilities or
obligations evidenced by such Convertible  Securities) on the conversion of such
Convertible Securities.

         (V) For the purpose of making any  adjustment to the Exercise  Price as
required under this Section 5(c), "Additional Shares of Common Stock" shall mean
all shares of Common Stock issued by the Company or deemed to be issued pursuant
to this Section 5(c) (including shares of Common Stock  subsequently  reacquired
or retired by the Company) for cash in a bona fide financing  transaction or any
other assets or consideration in any transaction. Notwithstanding the foregoing,
Additional Shares of Common Stock shall not include:

              (1) shares of Common  Stock or  Convertible  Securities  issued to
employees,  officers or directors of, or  consultants or advisors to the Company
or any  subsidiary  pursuant to stock  purchase or stock  option  plans or other
arrangements;

              (2) shares of Common  Stock  issued  pursuant  to the  exercise of
Convertible Securities outstanding as of the date hereof;

              (3) shares of Common Stock or  Convertible  Securities  issued for
consideration other than cash pursuant to a merger, consolidation,  acquisition,
strategic alliance or similar business combination;

              (4) shares of Common  Stock or  Convertible  Securities  issued to
third-party  service  providers in exchange for or as partial  consideration for
services rendered to the Company; and

              (5)  any  Common  Stock  or  Convertible   Securities   issued  in
connection with strategic transactions involving the Company and other entities,
including  (i)  joint   ventures,   manufacturing,   marketing  or  distribution
arrangements or (ii) technology transfer or development arrangements.

     References  to Common  Stock in the  subsections  of this  clause (v) above
shall  mean all  shares of Common  Stock  issued by the  Company or deemed to be
issued pursuant to this Section 5(c). The "Effective Price" of Additional Shares
of Common Stock shall mean the quotient  determined by dividing the total number
of  Additional  Shares of Common  Stock  issued or sold,  or deemed to have been
issued or sold by the  Company  under  this  Section  5(c),  into the  Aggregate
Consideration  received, or deemed to have been received by the Company for such
issue under this Section 5(c), for such Additional Shares of Common Stock.

         (D) The Exercise Price shall also be subject to downward  adjustment as
provided in Section 7.4 of the Securities Purchase Agreement.

     6.  FRACTIONAL  SHARES.  No  fractional  shares  shall be  issued  upon the
exercise of this Warrant as a consequence of any adjustment pursuant hereto. All
Exercise Shares (including



                                       7
<PAGE>

fractions) issuable upon exercise of this Warrant may be aggregated for purposes
of  determining  whether  the  exercise  would  result  in the  issuance  of any
fractional  share.  If,  after  aggregation,  the  exercise  would result in the
issuance of a fractional  share,  the Company shall,  in lieu of issuance of any
fractional  share, pay the Holder  otherwise  entitled to such fraction a sum in
cash equal to the product  resulting  from  multiplying  the then  current  fair
market value of an Exercise Share by such fraction.

     7. NO STOCKHOLDER  RIGHTS.  This Warrant in and of itself shall not entitle
the Holder to any voting rights or other rights as a stockholder of the Company.

     8. TRANSFER OF WARRANT.  Subject to applicable  laws and the restriction on
transfer  set forth on the first  page of this  Warrant,  this  Warrant  and all
rights hereunder are transferable, by the Holder in person or by duly authorized
attorney,  upon  delivery of this  Warrant and the form of  assignment  attached
hereto to any  transferee  designated by Holder.  The  transferee  shall sign an
investment letter in form and substance satisfactory to the Company.

     9. LOST, STOLEN,  MUTILATED OR DESTROYED WARRANT.  If this Warrant is lost,
stolen,  mutilated or destroyed,  the Company may, on such terms as to indemnity
or  otherwise  as it may  reasonably  impose  (which  shall,  in the  case  of a
mutilated Warrant,  include the surrender thereof),  issue a new Warrant of like
denomination and tenor as the Warrant so lost,  stolen,  mutilated or destroyed.
Any such new Warrant shall constitute an original contractual  obligation of the
Company,  whether or not the  allegedly  lost,  stolen,  mutilated  or destroyed
Warrant shall be at any time enforceable by anyone.

     10. NOTICES,  ETC. All notices required or permitted  hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be  notified,  (b) when sent by  confirmed  telex or  facsimile if sent
during normal business hours of the recipient, if not, then on the next business
day,  (c) five days after  having been sent by  registered  or  certified  mail,
return receipt requested,  postage prepaid,  or (d) one day after deposit with a
nationally  recognized  overnight  courier,  specifying next day delivery,  with
written verification of receipt. All communications shall be sent to the Company
at the address  listed on the signature page and to Holder at the address listed
on the  signature  page or at such other  address  as the  Company or Holder may
designate by 10 days' advance written notice to the other parties hereto.

     11.  ACCEPTANCE.  Receipt of this  Warrant by the Holder  shall  constitute
acceptance of and agreement to all of the terms and conditions contained herein.

     12. GOVERNING LAW. This Warrant and all rights, obligations and liabilities
hereunder  shall be governed by the laws of the State of New York without regard
to conflicts of laws principles.



                                       8
<PAGE>

     The Company has caused this  Warrant to be executed by its duly  authorized
officer as of June 27, 2003.


                          SBE, INC.



                          By:
                              ------------------------------------
                              David Brunton
                              Chief Executive Officer

                          Address:    2305 Camino Ramon
                                      San Ramon, CA  94583

                          Holder's address:






                                       9
<PAGE>

                               NOTICE OF EXERCISE



TO:  SBE, INC.

         (1) |_| The  undersigned  hereby elects to purchase  ________ shares of
the Common  Stock of SBE,  INC.  (the  "Company")  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 hereby elects to purchase ________ shares of Common
Stock of the Company  pursuant to the terms of the net exercise  provisions  set
forth in Section 2 of the  attached  Warrant,  and shall  tender  payment of all
applicable transfer taxes, if any.

         (2) Please issue a certificate or certificates representing said shares
of Common Stock of the Company in the name of the  undersigned  or in such other
name as is specified below:

                            ------------------------
                                     (Name)

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

                            ------------------------
                                    (Address)

         (3) The undersigned  represents that (i) the aforesaid shares of Common
Stock are being acquired for the account of the  undersigned  for investment and
not with a view to, or for resale in connection with, the  distribution  thereof
and that the undersigned  has no present  intention of distributing or reselling
such shares,  other than as contemplated by Article 7 of the Securities Purchase
Agreement  dated as of June 27, 2003 by and among the Company and the purchasers
named therein (the  "Securities  Purchase  Agreement");  (ii) the undersigned is
aware of the Company's business affairs and financial condition and has acquired
sufficient  information about the Company to reach an informed and knowledgeable
decision  regarding its  investment  in the Company;  (iii) the  undersigned  is
experienced  in  making  investments  of this  type and has such  knowledge  and
background in financial and business  matters that the undersigned is capable of
evaluating  the  merits  and  risks  of  this   investment  and  protecting  the
undersigned's own interests; (iv) the undersigned understands that the shares of
Common Stock  issuable  upon  exercise of this Warrant have not been  registered
(except to the extent a registration  statement  pursuant to and as contemplated
by  Article 7 of the  Securities  Purchase  Agreement  is  effective)  under the
Securities  Act of 1933,  as  amended  (the  "Securities  Act"),  by reason of a
specific exemption from the registration provisions of the Securities Act, which
exemption  depends  upon,  among  other  things,  the bona  fide  nature  of the
investment  intent as expressed  herein,  and,  because such securities have not
been registered under the Securities Act, they must be held indefinitely  unless
subsequently  registered  under the  Securities  Act or an  exemption  from such
registration  is  available;  (v) the  undersigned  is aware that the  aforesaid
shares of Common  Stock may not be sold  pursuant to Rule 144 adopted  under the
Securities Act unless certain  conditions are met and until the  undersigned has
held the shares for the number of years  prescribed  by Rule 144, that among the
conditions for use of the Rule is the availability of current information to the
public  about  the  Company;  and (vi) the  undersigned  agrees  not to make any
disposition  of all or


                                       1
<PAGE>

any part of the aforesaid  shares of Common Stock unless and until there is then
in effect a  registration  statement  under the  Securities  Act  covering  such
proposed  disposition  and such  disposition  is made in  accordance  with  said
registration  statement,  or the  undersigned  has  provided the Company with an
opinion of counsel  satisfactory to the Company,  stating that such registration
is not required.



---------------------------------       ----------------------------------
(Date)                                  (Signature)


                                        ----------------------------------
                                        (Print name)




                                       2
<PAGE>



                                 ASSIGNMENT FORM

     (To assign the  foregoing  Warrant,  execute this form and supply  required
     information. Do not use this form to purchase shares.)



     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

Name:
      -------------------------------------------------------------------------
                                    (Please Print)

Address:
         ----------------------------------------------------------------------
                                    (Please Print)

Dated:  __________, 20__

Holder's
Signature:
            -----------------------------------------------------------

Holder's
Address:
          -------------------------------------------------------------



NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change  whatever.  Officers of  corporations  and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.