WARRANT TO PURCHASE STOCK
                            -------------------------

THIS  WARRANT  AND  THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT
BE  OFFERED,  SOLD  OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL  REGISTERED  UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE
OPINION  OF  LEGAL  COUNSEL  IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
THESE  SECURITIES,  SUCH  OFFER,  SALE  OR  TRANSFER, PLEDGE OR HYPOTHECATION IS
EXEMPT  FROM  REGISTRATION.

                            WARRANT TO PURCHASE STOCK

COMPANY:            RapidTron, Inc., a Nevada corporation
NUMBER OF SHARES:   150,862
CLASS OF STOCK:     Series Common
WARRANT PRICE:      $0.58 per share
ISSUE DATE:         Is  the  Warrant  Effective Date, which is the date in which
                    the  Holder  executes  this  Warrant
EXPIRATION DATE:    The 5th anniversary after the Issue Date


     THIS  WARRANT  CERTIFIES  THAT,  for the agreed upon value of $1.00 and for
other  good  and  valuable  consideration,  SILICON  VALLEY  BANK  ("Holder") is
entitled  to  purchase  the number of fully paid and nonassessable shares of the
class of securities (the "Shares") of the company (the "Company") at the Warrant
Price,  all  as  set  forth  above and as adjusted pursuant to Article 2 of this
Warrant,  subject  to the provisions and upon the terms and conditions set forth
in  this  Warrant.

ARTICLE  1.  EXERCISE.
             --------

          1.1     Method  of  Exercise.  Holder  may  exercise  this  Warrant by
                  --------------------
delivering a duly executed Notice of Exercise in substantially the form attached
as  Appendix  1  to  the  principal  office  of  the  Company.  Unless Holder is
exercising  the  conversion  right  set  forth in Article 1.2, Holder shall also
deliver  to  the Company a check, wire transfer (to an account designated by the
Company),  or  other form of payment acceptable to the Company for the aggregate
Warrant  Price  for  the  Shares  being  purchased.

          1.2     Conversion  Right.  In  lieu  of  exercising  this  Warrant as
                  -----------------
specified  in Article 1.1, Holder may from time to time convert this Warrant, in
whole  or  in  part,  into  a  number  of  Shares determined by dividing (a) the
aggregate fair market value of the Shares or other securities otherwise issuable
upon  exercise  of this Warrant minus the aggregate Warrant Price of such Shares
by  (b) the fair market value of one Share.  The fair market value of the Shares
shall  be  determined  pursuant  to  Article  1.3.

          1.3     Fair Market Value.  If the Company's common stock is traded in
                  -----------------
a  public  market and the Shares are common stock, the fair market value of each
Share  shall  be  the average closing price of a Share reported for the ten (10)
business  days  immediately before Holder delivers its Notice of Exercise to the
Company  (or  in  the  instance  where  the  Warrant  is


<PAGE>
exercised immediately prior to the effectiveness of the Company's initial public
offering,  the  "price  to  public"  per  share  price  specified  in  the final
prospectus  relating to such offering).  If the Company's common stock is traded
in  a public market and the Shares are preferred stock, the fair market value of
a  Share  shall  be  the  closing price of a share of the Company's common stock
reported  for  the business day immediately before Holder delivers its Notice of
Exercise  to  the  Company  (or,  in the instance where the Warrant is exercised
immediately prior to the effectiveness of the Company's initial public offering,
the  initial "price to public" per share price specified in the final prospectus
relating  to  such offering), in both cases, multiplied  by the number of shares
of  the  Company's  common  stock  into  which  a  Share is convertible.  If the
Company's  common stock is not traded in a public market, the Board of Directors
of  the  Company  shall determine fair market value in its reasonable good faith
judgment.

          1.4     Delivery  of  Certificate  and  New  Warrant.  Promptly  after
                  --------------------------------------------
Holder  exercises  or  converts  this  Warrant  and,  if applicable, the Company
receives  payment  of  the aggregate Warrant Price, the Company shall deliver to
Holder  certificates  for  the Shares acquired and, if this Warrant has not been
fully exercised or converted and has not expired, a new Warrant representing the
Shares  not  so  acquired.

          1.5     Replacement  of  Warrants.  On  receipt of evidence reasonably
                  -------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Warrant  and, in the case of loss, theft or destruction, on delivery of an
indemnity  agreement  reasonably  satisfactory in form and amount to the Company
or, in the case of mutilation on surrender and cancellation of this Warrant, the
Company  shall  execute  and  deliver, in lieu of this Warrant, a new warrant of
like  tenor.

          1.6     Treatment  of  Warrant  Upon  Acquisition  of  Company.
                  ------------------------------------------------------

               1.6.1     "Acquisition".  For  the  purpose  of  this  Warrant,
                          -----------
"Acquisition"  means  any  sale,  license,  or  other  disposition  of  all  or
substantially  all  of  the  assets  of  the  Company,  or  any  reorganization,
consolidation,  or  merger  of  the  Company  where the holders of the Company's
securities  before  the  transaction  beneficially  own  less  than  50%  of the
outstanding  voting  securities  of  the surviving entity after the transaction.

               1.6.2     Treatment  of  Warrant  at  Acquisition.
                         ---------------------------------------
A)     Upon the written request of the Company, Holder agrees that, in the event
of  an Acquisition that is not an asset sale and in which the sole consideration
is cash, either (a) Holder shall exercise its conversion or purchase right under
this Warrant and such exercise will be deemed effective immediately prior to the
consummation  of  such  Acquisition  or (b) if Holder elects not to exercise the
Warrant,  this  Warrant  will  expire upon the consummation of such Acquisition.
The Company shall provide the Holder with written notice of its request relating
to  the  foregoing  (together with such reasonable information as the Holder may
request  in  connection  with  such contemplated Acquisition giving rise to such
notice), which is to be delivered to Holder not less than ten (10) days prior to
the  closing  of  the  proposed  Acquisition.

B)     Upon the written request of the Company, Holder agrees that, in the event
of  an  Acquisition that is an "arms length" sale of all or substantially all of
the  Company's  assets  (and  only  its  assets) to a third party that is not an
Affiliate  (as  defined  below) of the Company (a "True Asset Sale"), either (a)
Holder  shall  exercise  its conversion or purchase right under this Warrant and
such  exercise will be deemed effective immediately prior to the consummation of
such  Acquisition  or  (b)  if  Holder  elects not to exercise the Warrant, this
Warrant  will  continue  until the Expiration Date if the Company continues as a
going  concern  following  the closing of any such True Asset Sale.  The Company
shall  provide  the  Holder  with  written  notice  of  its  request


                                        2
<PAGE>
relating  to  the  foregoing  (together  with such reasonable information as the
Holder  may request in connection with such contemplated Acquisition giving rise
to  such notice), which is to be delivered to Holder not less than ten (10) days
prior  to  the  closing  of  the  proposed  Acquisition.

C)     Upon  the  closing  of  any  Acquisition  other  than  those particularly
described  in  subsections  (A) and (B) above, the successor entity shall assume
the  obligations  of  this  Warrant.

As used herein "Affiliate" shall mean any person or entity that owns or controls
                ---------
directly  or  indirectly  ten  (10) percent or more of the stock of Company, any
person  or  entity  that controls or is controlled by or is under common control
with  such  persons or entities, and each of such person's or entity's officers,
directors,  joint  venturers  or  partners,  as  applicable.

ARTICLE  2.  ADJUSTMENTS  TO  THE  SHARES.
             ----------------------------

          2.1     Stock Dividends, Splits, Etc.  If the Company declares or pays
                  ----------------------------
a dividend on the Shares payable in common stock, or other securities, then upon
exercise of this Warrant, for each Share acquired, Holder shall receive, without
cost  to  Holder,  the total number and kind of securities to which Holder would
have  been  entitled  had  Holder  owned the Shares of record as of the date the
dividend  occurred.  If the Company subdivides the Shares by reclassification or
otherwise  into  a  greater  number  of  shares  or takes any other action which
increase  the  amount of stock into which the Shares are convertible, the number
of  shares  purchasable  hereunder  shall  be  proportionately increased and the
Warrant Price shall be proportionately decreased.  If the outstanding shares are
combined or consolidated, by reclassification or otherwise, into a lesser number
of  shares,  the Warrant Price shall be proportionately increased and the number
of  Shares  shall  be  proportionately  decreased.

          2.2     Reclassification,  Exchange,  Combinations  or  Substitution.
                  ------------------------------------------------------------
Upon  any  reclassification, exchange, substitution, or other event that results
in  a change of the number and/or class of the securities issuable upon exercise
or  conversion  of  this  Warrant,  Holder  shall  be  entitled to receive, upon
exercise  or  conversion  of this Warrant, the number and kind of securities and
property that Holder would have received for the Shares if this Warrant had been
exercised  immediately  before such reclassification, exchange, substitution, or
other  event.  Such  an  event  shall  include  any  automatic conversion of the
outstanding or issuable securities of the Company of the same class or series as
the  Shares  to  common stock pursuant to the terms of the Company's Articles or
Certificate  (as  applicable)  of Incorporation upon the closing of a registered
public  offering  of  the  Company's common stock.  The Company or its successor
shall  promptly  issue  to Holder an amendment to this Warrant setting forth the
number  and kind of such new securities or other property issuable upon exercise
or  conversion  of  this Warrant as a result of such reclassification, exchange,
substitution  or other event that results in a change of the number and/or class
of  securities  issuable  upon  exercise  or  conversion  of  this Warrant.  The
amendment to this Warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Article
2  including,  without  limitation,  adjustments to the Warrant Price and to the
number of securities or property issuable upon exercise of the new Warrant.  The
provisions  of  this  Article  2.2  shall  similarly  apply  to  successive
reclassifications,  exchanges,  substitutions,  or  other  events.

          2.3     Reserved.
                  --------

          2.4     No  Impairment.  The  Company  shall  not, by amendment of its
                  --------------
Articles  or  Certificate  (as  applicable)  of  Incorporation  or  through  a
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


                                        3
<PAGE>
performed  under  this  Warrant  by  the Company, but shall at all times in good
faith  assist  in  carrying  out  of all the provisions of this Article 2 and in
taking  all  such  action as may be necessary or appropriate to protect Holder's
rights  under  this  Article  against  impairment.

          2.5     Fractional  Shares.  No  fractional  Shares  shall be issuable
                  ------------------
upon  exercise  or  conversion  of  this  Warrant and the number of Shares to be
issued  shall be rounded down to the nearest whole Share.  If a fractional share
interest  arises  upon  any  exercise  or conversion of the Warrant, the Company
shall  eliminate  such  fractional  share  interest  by paying Holder the amount
computed  by  multiplying  the fractional interest by the fair market value of a
full  Share.

          2.6     Certificate  as  to  Adjustments.  Upon each adjustment of the
                  --------------------------------
Warrant  Price, the Company shall promptly notify Holder in writing, and, at the
Company's  expense,  promptly compute such adjustment, and furnish Holder with a
certificate of its Chief Financial Officer setting forth such adjustment and the
facts  upon  which  such  adjustment  is based.  The Company shall, upon written
request,  furnish Holder a certificate setting forth the Warrant Price in effect
upon  the  date  thereof  and  the series of adjustments leading to such Warrant
Price.

ARTICLE  3.  REPRESENTATIONS  AND  COVENANTS  OF  THE  COMPANY.
             -------------------------------------------------

          3.1     Representations  and  Warranties.  The  Company represents and
                  --------------------------------
warrants  to  the  Holder  as  follows:

               (a)     The initial Warrant Price referenced on the first page of
this  Warrant  is  not  greater than (i) the price per share at which the Shares
were last issued in an arms-length transaction in which at least $500,000 of the
Shares  were sold and (ii) the fair market value of the Shares as of the date of
this  Warrant.

               (b)     All  Shares  which may be issued upon the exercise of the
purchase right represented by this Warrant, and all securities, if any, issuable
upon conversion of the Shares, shall, upon issuance, be duly authorized, validly
issued,  fully  paid  and  nonassessable, and free of any liens and encumbrances
except  for  restrictions  on  transfer  provided for herein or under applicable
federal  and  state  securities  laws.

               (c)     The  Capitalization  Table  previously provided to Holder
remains  true  and  complete  as  of  the  Issue  Date.

          3.2     Notice of Certain Events.  If the Company proposes at any time
                  ------------------------
(a)  to  declare  any dividend or distribution upon any of its stock, whether in
cash,  property,  stock,  or  other securities and whether or not a regular cash
dividend;  or  (b)  offer  holders  of  registration  rights  the opportunity to
participate  in  an underwritten public offering of the Company's securities for
cash,  then,  in connection with each such event, the Company shall give Holder:
(1)  at least 10 days prior written notice of the date on which a record will be
taken  for  such  dividend, distribution, or subscription rights (and specifying
the date on which the holders of common stock will be entitled thereto), and (2)
in  the case of the matter referred to in (b) above, the same notice as is given
to the holders of such registration rights.  The Company shall deliver to Holder
all notices and correspondence which is delivered to shareholders (regardless of
whether  such  notices  or correspondence is delivered to holders of convertible
securities  or  other  non-shareholders).

          3.3     Registration  Under  Securities  Act of 1933, as amended.  The
                  --------------------------------------------------------
Company  agrees  that  the  Shares or, if the Shares are convertible into common
stock  of  the  Company, such common stock, shall be subject to the registration
rights  set  forth  on  Exhibit  A,  if  attached.


                                        4
<PAGE>
          3.4     No  Shareholder  Rights.  Except  as provided in this Warrant,
                  -----------------------
the  Holder  will  not have any rights as a shareholder of the Company until the
exercise  of  this  Warrant.

ARTICLE 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.  The Holder represents and
           -----------------------------------------
warrants  to  the  Company  as  follows:

          4.1     Purchase for Own Account.  This Warrant is, and the securities
                  ------------------------
to be acquired upon exercise of this Warrant by the Holder will be, acquired for
investment  for  the Holder's account, not as a nominee or agent, and not with a
view to the public resale or distribution within the meaning of the Act.  Holder
also  represents that the Holder has not been formed for the specific purpose of
acquiring  this  Warrant  or  the  Shares.

          4.2     Disclosure of Information.  The Holder has received or has had
                  -------------------------
full access to all the information it considers necessary or appropriate to make
an  informed investment decision with respect to the acquisition of this Warrant
and its underlying securities.  The Holder further has had an opportunity to ask
questions  and  receive  answers  from  the  Company  regarding  the  terms  and
conditions  of the offering of this Warrant and its underlying securities and to
obtain  additional  information  (to  the  extent  the  Company  possessed  such
information  or  could  acquire  it  without  unreasonable  effort  or  expense)
necessary  to  verify  any  information  furnished to the Holder or to which the
Holder  has  access.

          4.3     Investment  Experience.  The  Holder  understands  that  the
                  ----------------------
purchase  of  this  Warrant  and  its underlying securities involves substantial
risk.  The  Holder  has  experience as an investor in securities of companies in
the  development  stage  and  acknowledges that the Holder can bear the economic
risk  of  such Holder's investment in this Warrant and its underlying securities
and  has such knowledge and experience in financial or business matters that the
Holder  is  capable of evaluating the merits and risks of its investment in this
Warrant  and  its  underlying  securities  and/or  has a preexisting personal or
business relationship with the Company and certain of its officers, directors or
controlling persons of a nature and duration that enables the Holder to be aware
of  the  character, business acumen and financial circumstances of such persons.

          4.4     Accredited  Investor  Status.  The  Holder  is  an "accredited
                  ----------------------------
investor"  within  the  meaning  of  Regulation  D  promulgated  under  the Act.

          4.5     The  Act.  The  Holder  understands  that this Warrant and the
                  --------
Shares  issuable  upon exercise or conversion hereof have not been registered un
the Act in reliance upon a specific exemption therefrom, which exemption depends
upon, among other things, the bona fide nature of the Holder's investment intent
and  status  as  an  "accredited  investor"  as  expressed  herein.  The  Holder
understands  that  this  Warrant  and/or  the Shares issued upon any exercise or
conversion  hereof  (including  by  a  transferee of this Warrant that is not an
"accredited  investor") must be held indefinitely unless subsequently registered
under  the  1933  Act  and  qualified under applicable state securities laws, or
unless  exemption  from  such  registration  and  qualification  are  otherwise
available.

ARTICLE  5.  MISCELLANEOUS.
             -------------

          5.1     Term:  This  Warrant is exercisable in whole or in part at any
                  ----
time  and  from  time  to  time  on  or  before  the  Expiration  Date.

          5.2     Legends.     This  Warrant  and the Shares (and the securities
                  -------
issuable,  directly  or indirectly, upon conversion of the Shares, if any) shall
be  imprinted  with  a  legend  in  substantially  the  following  form:


                                        5
<PAGE>
     THIS  WARRANT  AND  THE  SHARES  ISSUABLE  HEREUNDER  HAVE  NOT  BEEN
     REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
     OR  THE  SECURITIES  LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE
     PROVISIONS  OF  ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE
     TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
     SAID  ACT  AND  APPLICABLE  STATE SECURITIES LAW OR, IN THE OPINION OF
     LEGAL  COUNSEL  IN  FORM  AND  SUBSTANCE SATISFACTORY TO THE ISSUER OF
     THESE  SECURITIES,  SUCH  OFFER,  SALE  OR  TRANSFER,  PLEDGE  OR
     HYPOTHECATION  IS  EXEMPT  FROM  REGISTRATION.

          5.3     Compliance with Securities Laws on Transfer.  This Warrant and
                  -------------------------------------------
the  Shares issuable upon exercise of this Warrant (and the securities issuable,
directly  or  indirectly,  upon  conversion  of  the  Shares, if any) may not be
transferred  or  assigned in whole or in part without compliance with applicable
federal  and  state  securities  laws  by  the  transferor  and  the  transferee
(including,  without  limitation,  the  delivery  of  investment  representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably
requested  by  the Company).  The Company shall not require Holder to provide an
opinion  of  counsel  if  the transfer is to Silicon Valley Bancshares (Holder's
parent  company)  or  any  other affiliate of Holder.  Additionally, the Company
shall also not require an opinion of counsel if there is no material question as
to  the availability of current information as referenced in Rule 144(c), Holder
represents  that  it has complied with Rule 144(d) and (e) in reasonable detail,
the  selling  broker  represents  that it has complied with Rule 144(f), and the
Company  is  provided  with  a  copy  of  Holder's  notice  of  proposed  sale.

          5.4     Transfer  Procedure.  Upon  receipt  by Holder of the executed
                  -------------------
Warrant,  Holder will transfer all of this Warrant to Silicon Valley Bancshares,
Holder's parent company, by execution of an Assignment substantially in the form
of  Appendix  2.  Subject  to  the  provisions of Article 5.3 and upon providing
Company with written notice, Silicon Valley Bancshares and any subsequent Holder
may transfer all or part of this Warrant or the Shares issuable upon exercise of
this  Warrant (or the Shares issuable directly or indirectly, upon conversion of
the Shares, if any) to any transferee, provided, however, in connection with any
such  transfer, Silicon Valley Bancshares or any subsequent Holder will give the
Company  notice  of  the portion of the Warrant being transferred with the name,
address  and  taxpayer  identification  number of the transferee and Holder will
surrender  this  Warrant to the Company for reissuance to the transferee(s) (and
Holder  if  applicable).  The Company may refuse to transfer this Warrant or the
Shares  to  any person who directly competes with the Company, unless, in either
case,  the  stock  of  the  Company  is  publicly  traded.

          5.5     Notices.  All  notices  and  other  communications  from  the
                  -------
Company  to  the  Holder, or vice versa, shall be deemed delivered and effective
when  given  personally  or  mailed by first-class registered or certified mail,
postage  prepaid,  at  such address as may have been furnished to the Company or
the Holder, as the case may  (or on the first business day after transmission by
facsimile)  be,  in  writing  by  the  Company or such Holder from time to time.
Effective  upon  receipt  of the fully executed Warrant and the initial transfer
described  in Article 5.4 above, all notices to the Holder shall be addressed as
follows  until  the Company receives notice of a change of address in connection
with  a  transfer  or  otherwise:

               Silicon  Valley  Bancshares
               Attn:  Treasury  Department
               3003  Tasman  Drive,  HA  200
               Santa  Clara,  CA  95054


                                        6
<PAGE>
               Telephone:  408-654-7400
               Facsimile:  408-496-2405

Notice  to  the  Company shall be addressed as follows until the Holder receives
notice  of  a  change  in  address:

               RapidTron,  Inc.
               Attn:  ____________________
               3151  Airway  Avenue,  Building  Q
               Costa  Mesa,  CA  92626

          5.6     Waiver.  This  Warrant  and  any  term  hereof may be changed,
                  ------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.

          5.7     Attorney's  Fees.  In  the  event  of  any dispute between the
                  ----------------
parties  concerning  the  terms  and  provisions  of  this  Warrant,  the  party
prevailing in such dispute shall be entitled to collect from the other party all
costs  incurred  in  such  dispute,  including  reasonable  attorney's  fees.

          5.8     Automatic Conversion upon Expiration.  In the event that, upon
                  ------------------------------------
the  Expiration  Date,  the  fair  market  value of one Share (or other security
issuable  upon the exercise hereof) as determined in accordance with Section 1.3
above  is  greater  than  the  Exercise  Price in effect on such date, then this
Warrant  shall  automatically  be  deemed on and as of such date to be converted
pursuant  to  Section  1.2 above as to all Shares (or such other securities) for
which  it shall not previously have been exercised or converted, and the Company
shall  promptly  deliver  a  certificate  representing the Shares (or such other
securities)  issued  upon  such  conversion  to  the  Holder.

          5.9     Counterparts.  This  Warrant  may be executed in counterparts,
                  -------------
all  of  which  together  shall  constitute  one  and  the  same  agreement.

          5.10     Governing  Law.  This  Warrant  shall  be  governed  by  and
                   --------------
construed in accordance with the laws of the State of California, without giving
effect  to  its  principles  regarding  conflicts  of  law.

<TABLE>
<CAPTION>
<S>                                            <C>
"COMPANY"

RAPIDTRON, INC.


By:  /s/ John A. Creel                         By:     /s/ Peter Dermutz
---------------------------------------------  ---------------------------------------------

Name:_John A. Creel                            Name:___Peter Dermutz
---------------------------------------------  ---------------------------------------------
     (Print)                                        (Print)
Title:   Chairman of the Board, President or   Title:   Chief Financial Officer, Secretary,
Vice President                                 Assistant Treasurer or Assistant Secretary


                                        7
<PAGE>
"HOLDER"

SILICON VALLEY BANK


By:
   --------------------------------

Name:
     ------------------------------
 (Print)
Title:
      ------------------------
</TABLE>


                                        8
<PAGE>
                                   APPENDIX 1


                               NOTICE OF EXERCISE
                               ------------------


     1.     Holder  elects  to  purchase ___________ shares of the Common/Series
______  Preferred [strike one] Stock of __________________ pursuant to the terms
of the attached Warrant, and tenders payment of the purchase price of the shares
in  full.

          [or]

     1.     Holder  elects  to  convert  the  attached  Warrant into Shares/cash
[strike  one]  in  the  manner  specified  in  the  Warrant.  This conversion is
exercised  for  _____________________  of  the  Shares  covered  by the Warrant.

     [Strike  paragraph  that  does  not  apply.]

     2.     Please  issue  a certificate or certificates representing the shares
in  the  name  specified  below:

               ___________________________________________
                    Holders  Name


               ___________________________________________

               ___________________________________________
                    (Address)

     3.     By  its  execution  below and for the benefit of the Company, Holder
hereby  restates  each of the representations and warranties in Article 4 of the
Warrant  as  the  date  hereof.

                                   HOLDER:

                                   _________________________


                                   By:____________________________

                                   Name:__________________________

                                   Title:_________________________

                                   (Date):________________________


                                        9
<PAGE>