EXHIBIT 10.49

                                    EXHIBIT B

THIS WARRANT IS ONLY  EXERCISABLE  INTO SHARES OF COMMON STOCK UPON  SHAREHOLDER
APPROVAL TO INCREASE ITS AUTHORIZED COMMON STOCK AND THE COMPANY CANNOT GIVE ANY
ASSURANCES THAT IT WILL RECEIVE SHAREHOLDER  APPROVAL.  THE COMPANY WILL SEEK TO
INCREASE  ITS  AUTHORIZED  TO  100,000,000.  IN THE EVENT THE  COMPANY  DOES NOT
RECEIVE  SHAREHOLDER  APPROVAL TO INCREASE ITS  AUTHORIZED  COMMON  STOCK,  THIS
WARRANT THAT YOU PURCHASE IN THIS OFFERING WILL NOT BE EXERCISABLE.

THIS WARRANT AND THE UNDERLYING  SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR
APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND, IF EXERCISED, THE UNDERLYING
SHARES OF COMMON STOCK, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
THEIR  DISTRIBUTION  OR  RESALE,  AND  MAY NOT BE  SOLD,  PLEDGED  OR  OTHERWISE
TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT  FOR SUCH  SECURITIES
UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS OR AN OPINION OF
COUNSEL  SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
CEDRIC KUSHNER PROMOTIONS, INC. WARRANT TO PURCHASE COMMON STOCK

No. _________                                                     July __, 2004
                                                       Void After _______, 2009

THIS  CERTIFIES  THAT,  for value  received,  ___________,  having an address at
_____________________________,  or his assigns  (the  "Holder"),  is entitled to
subscribe  for and purchase at the Exercise  Price  (defined  below) from CEDRIC
KUSHNER PROMOTIONS,  INC., a Delaware corporation,  with its principal office at
1414 Avenue of the Americas,  Suite 1402, New York, NY 10019 (the "Corporation")
_________________ shares of common stock tan exercise price equal to $0.50.

     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 five years from the date hereof, unless sooner terminated as provided
below.

     (b)  "Exercise  Price"  shall  mean $.50 per share,  subject to  adjustment
pursuant to Section 5 below.

     (c) "Exercise  Shares" shall mean the shares of Common Stock  issuable upon
exercise of this Warrant.

     (d) "Note" shall mean the 10%  Convertible  Promissory  Note executed along
with 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  CORPORATION 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.

     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
Corporation 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.

                                       7
<PAGE>
NOTWITHSTANDING  ANYTHING HEREIN TO THE CONTRARY,  THE HOLDER  ACKNOWLEDGES  AND
AGREES THAT THERE ARE NOT SUFFICIENT  SHARES OF COMMON STOCK OF THE  CORPORATION
RESERVED TO ISSUE SUCH SHARES OF COMMON STOCK OF THE CORPORATION IF THIS WARRANT
WAS  EXERCISED ON THE DATE  HEREOF.  IF SUCH NUMBER OF SHARES OF COMMON STOCK OF
THE CORPORATION ARE FOR ANY REASON  WHATSOEVER  STILL NOT AVAILABLE TO BE ISSUED
BY THE CORPORATION AT THE TIME OF SUCH EXERCISE OF THIS WARRANT, THE CORPORATION
SHALL SO ISSUE SUCH SHARES OF COMMON STOCK AS SOON AS PRACTICABLE.

     3. Covenants of the Corporation.

     3.1 Covenants as to Exercise Shares.  The Corporation  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.  Subject  to the  immediately
preceding  paragraph,  the  Corporation  further  covenants  and agrees that the
Corporation  will at all times during the Exercise  Period,  have authorized and
reserved,  free from  preemptive  rights,  a sufficient  number of shares of its
Common  Stock to provide  for the  exercise  of the rights  represented  by this
Warrant.  If at any time during the Exercise Period the number of authorized but
unissued  shares of Common Stock shall not be sufficient  to permit  exercise of
this Warrant,  the  Corporation  will take such corporate  action as may, in the
opinion of its counsel,  be necessary  to increase its  authorized  but unissued
shares of Common Stock to such number of shares as shall be sufficient  for such
purposes.

     3.2 No  Impairment.  Except and to the extent as waived or  consented to by
the  Holder,  the  Corporation  will  not,  by  amendment  of  its  Articles  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  Corporation,  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.

     3.3 Notices of Record Date.  In the event of any taking by the  Corporation
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 (other
than a cash  dividend  which  is the  same as cash  dividends  paid in  previous
quarters) or other  distribution,  the Corporation  shall mail to the Holder, at
least ten (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 of Holder.

     4.1 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.

     4.2 Securities Are Not Registered.

     (a) 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
Corporation  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.

     (b) 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 from such  registration is available.  The Holder  recognizes that the
Corporation  has no obligation to register the Warrant or the Exercise Shares of
the Corporation (except as provided in Section 11 hereof), or to comply with any
exemption from such registration.

     (c) 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
Corporation, 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.  Holder is aware that the conditions for resale set forth
in Rule 144 are not currently satisfied.

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<PAGE>
     4.3 Disposition of Warrant and Exercise Shares.  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 CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

     5. Adjustment of Exercise Price. In the event of changes in the outstanding
Common  Stock  of the  Corporation  by  reason  of stock  dividends,  split-ups,
recapitalizations,  reclassifications,  combinations  or  exchanges  of  shares,
separations, reorganizations, liquidations, or the like prior to the exercise of
this  Warrant (or  portion  thereof),  the number and class of shares  available
under the Warrant (or portion  thereof) in the aggregate and the Exercise  Price
shall be correspondingly  adjusted to give the Holder of the Warrant (or portion
thereof),  on exercise for the same aggregate  Exercise Price, the total number,
class,  and kind of shares as the Holder  would have owned had the  Warrant  (or
portion  thereof) been exercised prior to the event and had the Holder continued
to hold such shares until after 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.

     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 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 Corporation  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
Corporation.

     8. Transfer of Warrant.  Subject to applicable  laws,  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 Corporation.

     9. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant is lost,
stolen,  mutilated  or  destroyed,  the  Corporation  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
Corporation,  whether or not the allegedly lost, stolen,  mutilated or destroyed
Warrant shall be at any time enforceable by anyone.

     10.  Notices,  etc.  All  notices  and  other  communications  required  or
permitted  hereunder  shall be in writing and shall be sent by telex,  telegram,
express mail or other form of rapid communications, if possible, and if not then
such  notice  or  communication  shall be mailed by  first-class  mail,  postage
prepaid,  addressed in each case to the party entitled  thereto at the following
addresses:  (a) if to the  Corporation,  to  Cedric  Kushner  Promotions,  Inc.,
Attention:  Secretary,  1414 Avenue of the  Americas,  Suite 1402,  New York, NY
10019 and (b) if to the Holder, at the address set forth in the Note and Warrant
Purchase  Agreement,  or at such other  address as one party may  furnish to the
other in writing.  Notice shall be deemed effective on the date dispatched if by
personal  delivery,  telecopy,  telex or telegram,  two days after mailing if by
express mail, or three days after mailing if by first-class mail.

     11. Registration Rights.

     11 As used in this Section,  the  following  terms shall have the following
meanings:

     (a) Definitions

     (i) "Holders" shall mean the Purchasers of the Notes and Warrants,  and any
person holding Registrable Securities

     (ii)  "Person"  shall mean any  person,  individual,  corporation,  limited
liability company,  partnership,  trust or other  nongovernmental  entity or any
governmental agency, court,  authority or other body (whether foreign,  federal,
state, local or otherwise).

     (iii) The terms "register,"  "registered" and  "registration"  refer to the
registration  effected  by  preparing  and filing a  registration  statement  in
compliance with the Act, and the declaration or ordering of the effectiveness of
such registration statement.

     (iv)  "Registrable  Securities"  shall mean (i) the shares of Common  Stock
issuable upon conversion of the Notes;  (ii) the shares of Common Stock issuable
upon exercise of the Warrants (the "Warrant Shares"); provided, however,

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<PAGE>
that securities shall only be treated as Registrable  Securities if and only for
so long as they (A)  have  not  been  disposed  of  pursuant  to a  registration
statement  declared  effective  by the SEC  or,  (B)  have  not  been  sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Act so that all transfer  restrictions and restrictive  legends with respect
thereto are removed upon the consummation of such sale.

     (v) "Registration Expenses" shall mean all expenses incurred by the Company
in  complying  with  the  registration  provisions  hereof,  including,  without
limitation, all registration,  qualification and filing fees, printing expenses,
escrow fees,  fees and  expenses of counsel for the  Company,  blue sky fees and
expenses  and the expense of any special  audits  incident to or required by any
such registration (but excluding the fees of legal counsel for any Holder).

     (vi) "Selling  Expenses" shall mean all underwriting  discounts and selling
commissions  applicable to the sale of  Registrable  Securities and all fees and
expenses of legal counsel for any Holder.

     (b) In the event shareholder approval is obtained to increase the Company's
authorized shares, the Company shall file a registration  statement covering the
Registrable  Securities on the appropriate form (the  "Registration  Statement")
with the SEC and use its best efforts to effect the registration, qualifications
or compliances  (including,  without  limitation,  the execution of any required
undertaking to file post-effective  amendments) no later than one hundred twenty
(120) calendar days following the date shareholders approval was obtained.

     (c) All Registration Expenses incurred in connection with any registration,
qualification,  exemption  or  compliance  shall be borne  by the  Company.  All
Selling Expenses  relating to the sale of securities  registered by or on behalf
of Holders shall be borne by such Holders pro rata on the basis of the number of
securities so registered.

     (d) In the case of the registration, qualification, exemption or compliance
effected  by the  Company  pursuant  to the terms of this  Warrant,  the Company
shall,  upon  reasonable  request,  inform  each Holder as to the status of such
registration,  qualification,  exemption  and  compliance.  At its  expense  the
Company shall:

     (i) use its best efforts to keep such registration,  continuously effective
until the Holders have completed the distribution  described in the registration
statement  relating  thereto.  The period of time  during  which the  Company is
required hereunder to keep the Registration  Statement  effective is referred to
herein as "the  Registration  Period."  Notwithstanding  the  foregoing,  at the
Company's   election,   the  Company  may  cease  to  keep  such   registration,
qualification, exemption or compliance effective with respect to any Registrable
Securities, and the registration rights of a Holder shall expire, on the earlier
of (i) the date on which the Notes  issued in  connection  with this Warrant are
converted, or (ii) August 1, 2006

     (ii) advise the Holders:

     (A) when the Registration Statement or any amendment thereto has been filed
with the SEC and when the Registration Statement or any post-effective amendment
thereto has become effective;

     (B)  of any  request  by the  SEC  for  amendments  or  supplements  to the
Registration  Statement or the  prospectus  included  therein or for  additional
information;

     (C)  of  the  issuance  by  the  SEC  of  any  stop  order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for such purpose;

     (D) of the receipt by the Company of any  notification  with respect to the
suspension of the qualification of the Registrable  Securities  included therein
for sale in any  jurisdiction or the initiation or threatening of any proceeding
for such purpose; and

     (E) of the  happening of any event that  requires the making of any changes
in the  Registration  Statement or the  prospectus so that, as of such date, the
statements  therein are not  misleading and do not omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein (in
the case of the prospectus,  in the light of the circumstances  under which they
were made) not misleading;

     (iii) make every  reasonable  effort to obtain the  withdrawal of any order
suspending  the  effectiveness  of any  Registration  Statement  at the earliest
possible time;

     (iv) cooperate with the Holders to facilitate  the timely  preparation  and
delivery of certificates representing Registrable Securities to be sold pursuant
to any Registration  Statement free of any restrictive legends to the extent not
required at such time and in such  denominations and registered in such names as
Holders  may  request  at  least  five  (5)  business  days  prior  to  sales of
Registrable Securities pursuant to such Registration Statement; and

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<PAGE>
     (e) As a condition to the  inclusion of its  Registrable  Securities,  each
Holder shall furnish to the Company such  information  regarding such Holder and
the  distribution  proposed by such Holder as the Company may request in writing
or as shall be required in connection with any registration.

     (f) With a view to making  available to the Holders the benefits of certain
rules  and  regulations  of the SEC  which  at any time  permit  the sale of the
Registrable Securities to the public without registration, the Company shall use
its reasonable best efforts to:

     (i)  make  and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144 under the Act, at all times;

     (ii) file with the SEC in a timely  manner all reports and other  documents
required of the Company under the Exchange Act; and

     (iii) so long as a Holder  owns any  unregistered  Registrable  Securities,
furnish to such Holder,  upon any reasonable request, a written statement by the
Company as to its  compliance  with Rule 144 under the Act,  and of the Exchange
Act, a copy of the most recent  annual or quarterly  report of the Company,  all
necessary  opinion  letters that may be requested by the transfer agent and such
other reports and documents of the Company as such Holder may reasonably request
in availing  itself of any rule or  regulation  of the SEC  allowing a Holder to
sell any such securities without registration.

     (iv) at the request of any Purchaser,  give its transfer Agent instructions
(supported  by an opinion of Company  counsel,  if required or  requested by the
transfer agent) to the effect that, upon the transfer  agent's receipt from such
Purchaser of:

     a certificate (a "Rule 144 Certificate") certifying (A) that such Purchaser
     has held the shares of Registrable  Securities which the Purchaser proposes
     to sell (the  "Securities  Being  Sold")  for a period of not less than (1)
     year and as to such other matters as may be appropriate in accordance  with
     Rule 144  under the  Securities  Act,  and (B) an  opinion  of  Purchaser's
     counsel,   acceptable  to  the  Company,   that,  based  on  the  Rule  144
     Certificate,  the  Securities  Being  Sold  may  be  sold  pursuant  to the
     provisions  of Rule 144,  even in the absence of an effective  Registration
     Statement,  the transfer  agent is to effect the transfer of the Securities
     Being Sold and issue to the buyer(s) or  transferee(s)  thereof one or more
     stock  certificates  representing  the  transferred  Securities  Being Sold
     without any restrictive  legend and without  recording any  restrictions on
     the  transferability  of such  shares  on the  transfer  agent's  books and
     records. If the transfer agent requires any additional documentation at the
     time of the  transfer,  the Company  shall deliver or cause to be delivered
     all  such  reasonable  additional  documentation  as  may be  necessary  to
     effectuate the issuance of an unlegended certificate.

     (g) The rights to cause the  Company  to  register  Registrable  Securities
granted to the  Holders by the  Company  may be  assigned in full by a Holder in
connection  with a  transfer  by  such  Holder  of its  Registrable  Securities,
provided,  however,  that  (i)  such  transfer  may  otherwise  be  effected  in
accordance with applicable securities laws; (ii) such Holder gives prior written
notice to the Company; and (iii) such transferee agrees to comply with the terms
and  provisions  of this  Warrant,  and such transfer is otherwise in compliance
with the terms of this Warrant.

     The Corporation  shall pay all costs,  fees and expenses in connection with
any Registration Statement filed pursuant hereto, including, without limitation,
the Corporation's  legal and accounting fees,  printing expenses,  blue sky fees
and expenses  (except for fees and expenses of counsel for any  underwriters  of
the  offering  or counsel to any  holders of  Registrable  Shares to be included
within such Registration Statement and any underwriting or selling commissions).

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

     13. Governing Law. This Warrant and all rights, obligations and liabilities
hereunder shall be governed by the laws of the State of New York.

     IN WITNESS WHEREOF,  the Corporation has caused this Warrant to be executed
by its duly authorized officer as of the date first set forth above.

                                            CEDRIC KUSHNER PROMOTIONS, INC.


                                            By:      ______________
                                            Name:    Jim DiLorenzo
                                            Title:   Secretary


                                       11
<PAGE>
                               NOTICE OF EXERCISE

TO: CEDRIC KUSHNER PROMOTIONS, INC.

     (1) The undersigned hereby elects to purchase  ______________ shares of the
Common Stock of CEDRIC KUSHNER PROMOTIONS,  INC. (the "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.

     (2) Please issue a certificate or certificates  representing said shares of
Common  Stock  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; (ii) the undersigned is aware of the Corporation's business affairs
and  financial  condition  and has  acquired  sufficient  information  about the
Corporation  to reach an  informed  and  knowledgeable  decision  regarding  its
investment in the  Corporation;  (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  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 Corporation;
and (vi) the  undersigned  agrees not to make any disposition of all or 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 Corporation  with an opinion of
counsel  satisfactory to the Corporation,  stating that such registration is not
required.

_________________________________           ____________________________
      (Print Name)                                   (Signature)

Date: ____________________________

                                       12
<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: _________________

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.

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