NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  THEREUNDER  AND  IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                                SAFESCIENCE, INC.

                                     WARRANT
                                     -------

Warrant No. [  ]  Dated: March 29, 2000


         SafeScience,   Inc.,  a  Nevada  corporation  (the  "Company"),  hereby
certifies that, for value received, [ ] or its registered assigns ("Holder"), is
entitled, subject to the terms set forth below, to purchase from the Company the
total  number of shares of common  stock,  $.01 par value per share (the "Common
Stock"), of the Company (each such share, a "Warrant Share" and all such shares,
the "Warrant Shares")  calculated pursuant to Section 3 of this Warrant (subject
to adjustment for certain events as set forth herein) at an exercise price equal
to $.01 per share (as  adjusted  from time to time as provided in Section 8, the
"Exercise Price"),  at the times set forth herein through and including the 40th
Business  Day (as defined in Exhibit A)  following  the Third  Vesting  Date (as
defined herein) (the "Expiration  Date"), and subject to the following terms and
conditions (certain terms used herein are defined in Exhibit A attached hereto):

         1.  Registration  of Warrant.  The Company shall register this Warrant,
upon records to be  maintained  by the Company for that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder,  and for all other  purposes,  and the Company  shall not be affected by
notice to the contrary.

         2.  Registration of Transfers.  The Company shall register the transfer
of any portion of this Warrant in the Warrant  Register,  upon surrender of this
Warrant,  with the Form of Assignment attached hereto duly completed and signed,
to the Transfer Agent or to the Company at the address  specified in Section 13.
Upon any such registration or transfer,  a new warrant to purchase Common Stock,
in  substantially  the  form of this  Warrant  (any  such  new  warrant,  a "New
Warrant"), evidencing the portion of this Warrant so transferred shall be issued
to the  transferee and a New Warrant  evidencing  the remaining  portion of this
Warrant not so transferred,  if any, shall be issued to the transferring Holder.
The acceptance of the New Warrant by the transferee  thereof shall be deemed the
acceptance of such  transferee of all of the rights and  obligations of a holder
of a Warrant.

         3.       Duration, Vesting and Exercise.

                  (a) The  vesting  of the  Warrant  Shares  which the Holder is
permitted to acquire pursuant to this Warrant shall occur on the dates set forth
below.  On each such date,  this Warrant  shall vest on a cumulative  basis with
respect to a number of Warrant Shares calculated pursuant to Section 3(b) below.
Only the Warrant  Shares that have vested may be acquired  upon exercise of this
Warrant.

<PAGE>

                           (i)      The first vesting  date (the "First  Vesting
Date") shall be the Effective Date (as defined in Exhibit A), provided, that, at
the Holders  option,  the First  Vesting Date may be delayed up to twelve months
after the Effective Date; provided,  however,  that if the Holder shall not have
provided the Company with notice of its  intention for the First Vesting Date to
occur  prior to the 14th month  anniversary  of the  Effective  Date,  the First
Vesting Date shall occur on such 14th month anniversary of the Effective Date.

                           (ii) The second  vesting  date (the  "Second  Vesting
Date") shall be the 40th Trading Day following the First Vesting Date; and

                           (iii) The third  vesting  date  (the  "Third  Vesting
Date") shall be the 40th Trading Day following the Second Vesting Date.

                  Each of the First Vesting Date, Second Vesting Date, and Third
Vesting Date shall be referred to herein as a Vesting Date.

                  (b) On each Vesting  Date,  this Warrant shall vest and become
exercisable  with  respect  to  the  number  of  Warrant  Shares  calculated  in
accordance with the following formula:

        (Applicable Share Number) x [(Purchase Price - Adjustment Price)]
        -----------------------------------------------------------------
                                Adjustment Price

                  If the number  calculated  in  accordance  with the  foregoing
formula is zero or a negative number, no Warrant Shares shall vest hereunder for
such  Vesting  Date and the Holder shall not be obligated to transfer any shares
of Common Stock to the Company.  In addition,  the Holder shall not be obligated
to transfer  any shares of Common  Stock to the  Company and the number  Warrant
Shares  exercisable  hereunder  which  shall  have  previously  vested  will not
decrease.

                  (c) Notwithstanding anything herein to the contrary, if, after
the  Effective  Date,  the average of the Per Share Market Values (as defined in
Exhibit A) for 20 consecutive  Trading Days is greater than 135% of the Purchase
Price (as  defined  in Exhibit A) (which  number  shall be subject to  equitable
adjustment for stock splits,  recombinations  and similar events),  this Warrant
shall not vest with respect to any additional  Warrant Shares but will remain in
effect as to any Warrant Shares which have vested prior thereto.

                  (d) Notwithstanding anything herein to the contrary, if on any
Vesting Date the  Adjustment  Price shall be less than 70% of the Purchase Price
(the "Floor Price"), then on such Vesting Date: (i) this Warrant shall vest with
respect to the Warrant Shares pursuant to Section 3(a) and (b) hereof, provided,
that the  Adjustment  Price  pursuant to the  formula set forth in Section  3(b)
shall,  exclusively for purposes of this Section 3(d)(i),  equal the Floor Price
(such number of Warrant Shares,  the "Initial  Shares") and (ii) with respect to
the Warrant  Shares whose vesting would result in a vesting of Warrant Shares in
excess of the  Initial  Shares,  the  Company  will have the  option to elect by
written notice (the "Notice")  delivered to the Holder no later than twenty (20)
Trading  Days  prior to the  applicable  Vesting  Date to either  (x) pay to the
Holder,  in cash (the "Cash  Payment"),  within three (3) Trading Days after the
Vesting  Date at issue (the  "Delivery  Date"),  an amount  equal to the product
obtained by multiplying (A) the Adjustment Price and (B) the difference  between
the number of Warrant Shares which would have  otherwise  vested on such Vesting
Date pursuant to Section 3(a) and (b) hereof and the Initial Shares (such number
of Warrant Shares,  the  "Subsequent  Shares") or (y) allow this Warrant to vest
with respect to the Subsequent  Shares.  A failure by the Company to deliver the
Notice to the Holder  pursuant to the terms of this Section shall  constitute an
election  by the  Company  to allow this  Warrant  to vest as to the  Subsequent
Shares  pursuant to the terms hereof.  If the Company shall fail to pay the Cash
Payment in full to the Holder by the third  (3rd)  Trading Day after the Vesting
Date at issue then, at the election of the Holder,  the Company shall either (x)
pay to the Holder  $5,000 per day (in  addition to the Cash  Payment)  until the
Cash Payment and all  additional  payments due hereunder are paid in full or (y)
allow  this  Warrant  to vest  with  respect  to the  number of  Warrant  Shares
calculated in accordance  with the formula set forth in Section 3(b),  provided,
that for purposes of such calculation,  (A) the Adjustment Price shall be deemed
to mean 90% of the average of the four  lowest Per Share  Market  Values  (which
need not occur on


<PAGE>

consecutive  Trading Days) during the 40 consecutive  Trading Days preceding the
Delivery  Date and (B) the  Applicable  Share Number shall be deemed to mean the
Subsequent Shares.

                  (e) Notwithstanding  the foregoing  provisions of this Section
3, at any time during the period between the Closing Date (as defined in Exhibit
A) and  the  Expiration  Date,  within  ten  (10)  Trading  Days  following  the
occurrence of any of the following  events (each, an "Event"),  the Holder shall
have the option to elect,  by  providing  the  Company  with a notice (an "Event
Vesting Notice"), to have this Warrant vest with respect to those Warrant Shares
that have not yet already vested:

                           (i)  upon the occurrence of any of (i) an acquisition
after the date hereof by an  individual or legal entity or "group" (as described
in Rule 13d-5(b)(1)  promulgated  under the Securities  Exchange Act of 1934, as
amended (the "Exchange Act") of in excess of 1/3 of the voting securities of the
Company,  (ii) a  replacement  of  more  than  one-half  of the  members  of the
Company's board of directors which is not approved by those  individuals who are
members  of the  board of  directors  on the date  hereof  in one or a series of
related  transactions,  (iii) the  merger of the  Company  with or into  another
entity,  consolidation or sale of all or substantially  all of the assets of the
Company  in one or a series  of  related  transactions,  unless  following  such
transaction or series of transactions,  the holders of the Company's  securities
prior  to the  first  such  transaction  continue  to hold at  least  2/3 of the
securities  of the  surviving  entity  or  acquirer  of such  assets or (iv) the
execution  by the Company of an  agreement to which the Company is a party or by
which it is bound,  providing for any of the events set forth above in (i), (ii)
or (iii);

                           (ii)     immediately  prior to an  assignment by  the
Company for the benefit of creditors or  commencement  of a voluntary case under
Title 11 of the United  States Code,  or an entering into of an order for relief
in an involuntary  case under Title 11 of the United States Code, or adoption by
the Company of a plan of liquidation or dissolution;

                           (iii) five (5)  Business  Days prior to the  proposed
consummation  with respect to the Company of a Rule 13e-3 transaction as defined
in Rule 13e-3 under the Exchange Act (or, if necessary, such earlier date as the
Company shall  determine in good faith to be required in order for the Holder to
be able to  participate  in such  transaction),  it being agreed that the Holder
will receive actual notice of the 13e-3 Statement filed with the Commission;

                           (iv) For any period of three (3) Trading  Days (which
need  not be  consecutive  Trading  Days)  commencing  on or  after  the date of
issuance  of this  Warrant,  there  shall be no closing  bid price on the Common
Stock on the Nasdaq (as defined in Exhibit A) or a Subsequent Market (as defined
in Exhibit A);

                           (v)    The Common Stock  fails to be listed or quoted
for  trading on the Nasdaq or a  Subsequent  Market or for a period of three (3)
Trading Days (which need not be consecutive Trading Days);

                           (vi)     After the Effective    Date, a   holder   of
Registrable  Securities (as defined in the Registration Rights Agreement) is not
permitted  to  sell   Registrable   Securities   under  the  Underlying   Shares
Registration  Statement (as defined in Exhibit A) for any reason for five (5) or
more days  (whether  or not  consecutive)  provided  the  reason  the  holder of
Registrable  Securities is not permitted to sell  Registrable  Securities is not
due to the transfer of such Registrable  Securities to a person not named in any
effective   Registration  Statement  (as  defined  in  the  Registration  Rights
Agreement);

                           (vii) The Underlying  Shares  Registration  Statement
shall not be declared  effective by the  Commission  on or prior to the 30th day
following  the  Effectiveness  Date  (as  defined  in  the  Registration  Rights
Agreement);

                           (viii)  The  Company  shall  fail for any  reason  to
deliver certificates to a Holder prior to the fifth day after a Date of Exercise
pursuant to and in accordance with Section 4(a);

<PAGE>

                           (ix) The Company shall fail, pursuant to Section 2(a)
of the Registration Rights Agreement,  to register the Registrable Securities on
a Form S-3 when such form becomes  available  (which shall not be later than May
23, 2000); or

                           (x)      The Company  shall  fail or default  in  the
timely  performance of any material  obligation under the Transaction  Documents
and such  failure or default  shall  continue  uncured  for a period of five (5)
Business Days after the date on which notice of such failure or default is first
given to the Company (it being  understood that no prior notice need be provided
in the case of defaults which cannot reasonably be cured within a 5-day period).

                  In the event the Holder delivers an Event Vesting Notice, this
Warrant  shall vest with respect to the number of Warrant  Shares  calculated in
accordance  with the  formula  set forth in  Section  3(b),  provided,  that for
purposes of such  calculation,  (A) the Adjustment Price shall be deemed to mean
the average of the four lowest Per Share Market  Values (which need not occur on
consecutive  Trading Days) during the 40 consecutive  Trading Days preceding the
date of the Event and (B) the  Applicable  Share  Number shall be deemed to mean
(i) prior to the First Vesting Date 100% of the number of shares of Common Stock
purchased by the Holder pursuant to the Purchase Agreement, (ii) after the First
Vesting  Date and  prior to the  Second  Vesting  Date 66 2/3% of the  number of
shares  of  Common  Stock  purchased  by the  Holder  pursuant  to the  Purchase
Agreement;  and  (iii)  after  the  Second  Vesting  Date and prior to the Third
Vesting  Date 33 1/3% of the number of shares of Common  Stock  purchased by the
Holder  pursuant to the  Purchase  Agreement.  After the Third  Vesting Date the
Applicable Share Number shall equal zero.

                  (f) Subject to Sections  3(a) and (b),  this Warrant  shall be
exercisable by the  registered  Holder on any Business Day before 6:30 P.M., New
York City time, at any time and from time to time on or after the date hereof to
and  including  the  Expiration  Date.  At 6:30 P.M.,  New York City time on the
Expiration  Date, the portion of this Warrant not exercised  prior thereto shall
be and become void and of no value.

                  (g) Subject to Sections  3(a) and (b),  this Warrant  shall be
exercisable,  either in its entirety or, from time to time, for a portion of the
number of Warrant  Shares.  If less than all of the Warrant  Shares which may be
purchased  under this Warrant are exercised at any time, the Company shall issue
or cause to be issued,  at its expense,  a New Warrant  evidencing  the right to
purchase the remaining  number of Warrant  Shares for which no exercise has been
evidenced by this Warrant.

         4.       Delivery of Warrant Shares.

                  (a) Upon surrender of this Warrant,  with the Form of Election
to Purchase  attached  hereto duly  completed and signed,  to the Company at its
address  for notice set forth in  Section  12 and upon  payment of the  Exercise
Price  multiplied  by the number of Warrant  Shares  that the Holder  intends to
purchase hereunder,  in the manner provided  hereunder,  all as specified by the
Holder in the Form of Election to Purchase,  the Company shall  promptly (but in
no event later than 3 business  days after the Date of Exercise)  issue or cause
to be  issued  and cause to be  delivered  to or upon the  written  order of the
Holder and in such name or names as the Holder may designate,  a certificate for
the Warrant  Shares  issuable upon such exercise,  free of  restrictive  legends
except (i) either in the event that a registration statement covering the resale
of the Warrant Shares and naming the Holder as a selling stockholder  thereunder
is not then effective or the Warrant Shares are not freely transferable  without
volume restrictions pursuant to Rule 144(k) promulgated under the Securities Act
of 1933, as amended (the  "Securities  Act"), or (ii) if this Warrant shall have
been issued pursuant to a written  agreement between the original Holder and the
Company,  as required by such agreement.  Any person so designated by the Holder
to receive  Warrant  Shares  shall be deemed to have become  holder of record of
such  Warrant  Shares as of the Date of  Exercise of this  Warrant.  The Company
shall, upon request of the Holder, if available, use its best efforts to deliver
Warrant Shares hereunder  electronically through the Depository Trust Company or
another established clearing corporation performing similar functions.

                           A "Date of  Exercise"  means  the  date on which  the
Holders  shall  have  delivered  to the  Company  (i) this  Warrant  (or any New
Warrant, as applicable), with the Form of Election to Purchase attached



<PAGE>

hereto  (or  attached  to such New  Warrant)  appropriately  completed  and duly
signed,  and (ii) payment of the Exercise Price for the number of Warrant Shares
so indicated by the holder hereof to be purchased.

                  (b) If the Company fails to deliver to the Holder  certificate
or certificates  representing the Warrant Shares pursuant to Section 4(a) by the
fourth (4th)  Trading Day after the Date of Exercise,  the Company  shall pay to
such Holder,  in cash,  as liquidated  damages and not as a penalty,  $5,000 for
each day after  such  fourth  (4th)  Trading  Day until  such  certificates  are
delivered.  Nothing  herein  shall  limit the  Holder's  right to pursue  actual
damages for the Company's failure to deliver certificates representing shares of
Common Stock upon  exercise  within the period  specified  herein and the Holder
shall have the right to pursue all remedies  available to it at law or in equity
including,   without  limitation,   a  decree  of  specific  performance  and/or
injunctive relief. The exercise of any such rights shall not prohibit the Holder
from seeking to enforce  damages  pursuant to any other Section  hereof or under
applicable law.

                  (c) In addition to any other  rights  available to the Holder,
if the  Company  fails to  deliver  to the Holder  certificate  or  certificates
representing  the Warrant  Shares  pursuant to Section  4(a) by the fourth (4th)
Trading Day after the Date of Exercise,  and if after such fourth (4th)  Trading
Day the Holder purchases (in an open market  transaction or otherwise) shares of
Common Stock to deliver in  satisfaction  of a sale by the Holder of the Warrant
Shares which the Holder  anticipated  receiving upon such exercise (a "Buy-In"),
then the Company shall pay (1) in cash to the Holder the amount by which (x) the
Holder's total purchase price (including brokerage commissions,  if any) for the
shares  of  Common  Stock  so  purchased  exceeds  (y) the  amount  obtained  by
multiplying  (A) the number of Warrant  Shares that the Company was  required to
deliver pursuant to Section 4(b) to deliver to the Holder in connection with the
exercise  at  issue  by (B)  the  Per  Share  Market  Value  at the  time of the
obligation giving rise to such purchase obligation and (2) deliver to the Holder
the number of shares of Common Stock that would have been issued had the Company
timely complied with its exercise and delivery  obligations  under Section 4(b).
For example,  if the Holder purchases Common Stock having a total purchase price
of $11,000 to cover a Buy-In with respect to an attempted  exercise of shares of
Common Stock with a market price on the date of exercise totaled $10,000,  under
clause (A) of the immediately  preceding  sentence the Company shall be required
to pay the Holder  $1,000.  The Holder shall provide the Company  written notice
indicating the amounts payable to the Holder in respect of the Buy-In.

                  (d) The  Company's  obligations  to issue and deliver  Warrant
Shares in  accordance  with the terms  hereof are  absolute  and  unconditional,
irrespective  of any action or inaction  by the Holder to enforce the same,  any
waiver or consent  with  respect to any  provision  hereof,  the recovery of any
judgment  against any Person or any action to enforce  the same,  or any setoff,
counterclaim,  recoupment,  limitation or termination,  or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any
violation  or alleged  violation of law by the Holder or any other  Person,  and
irrespective  of  any  other  circumstance  which  might  otherwise  limit  such
obligation  of the  Company to the Holder in  connection  with the  issuance  of
Warrant  Shares.  If the Company  breaches its  obligations  under this Warrant,
then, in addition to any other  liabilities  the Company may have  hereunder and
under  applicable  law, the Company  shall pay or reimburse the Holder on demand
for all costs of collection and enforcement (including reasonable attorneys fees
and expenses).

         5. Payment of Taxes.  The Company will pay all documentary  stamp taxes
attributable  to the  issuance  of  Warrant  Shares  upon the  exercise  of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring  this Warrant or receiving  Warrant
Shares upon exercise hereof.

         6. Replacement of Warrant.  If this Warrant is mutilated,  lost, stolen
or  destroyed,  the Company  shall  issue or cause to be issued in exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable  indemnity,  if  requested.  Applicants  for a New Warrant under such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other reasonable charges as the Company may prescribe.


<PAGE>


         7. Reservation of Warrant Shares.  The Company  covenants that it will,
on the date  hereof,  reserve and keep  available  out of the  aggregate  of its
authorized but unissued  Common Stock,  solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant, a number of shares of Common
Stock that is not less than the number of shares of Common Stock  issuable  upon
exercise of this Warrant on the First Vesting  Date,  assuming for such purposes
that on the First  Vesting  Date:  (A) the  Applicable  Share Number  equals the
entire number of shares of Common Stock  purchased by the original  Holder under
the Purchase  Agreement and (B) the Adjustment Price equals 50% of the Per Share
Market Value on the Trading Day  immediately  preceding  the Closing Date. If on
any date the Warrant Shares issuable upon exercise of this Warrant exceed 85% of
the shares of Common Stock so reserved pursuant to the terms hereof, the Company
will  immediately  increase  the number of shares of Common  Stock  reserved for
issuance  upon  exercise  hereunder to a number equal to the number of shares of
Common Stock then  issuable  upon  exercise of this  Warrant.  All such reserved
shares of Common Stock shall be free from preemptive  rights or any other actual
contingent purchase rights of persons other than the Holder (taking into account
the adjustments and restrictions of Section 8). . The Company covenants that all
Warrant Shares that shall be so issuable and  deliverable  shall,  upon issuance
and the payment of the applicable  Exercise  Price in accordance  with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.

         8. Certain  Adjustments.  The Purchase  Price,  the Exercise  Price and
number of Warrant  Shares  issuable upon exercise of this Warrant are subject to
adjustment  from  time to time as set  forth in this  Section.  Upon  each  such
adjustment  of the Exercise  Price  pursuant to this  Section,  the Holder shall
thereafter prior to the Expiration Date be entitled to purchase, at the Exercise
Price resulting from such  adjustment,  the number of Warrant Shares obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares issuable upon exercise of this Warrant  immediately
prior to such  adjustment and dividing the product thereof by the Exercise Price
resulting from such adjustment.

         (i) If the Company, at any time while this Warrant is outstanding,  (i)
shall pay a stock  dividend  (except  scheduled  dividends  paid on  outstanding
preferred  stock as of the date hereof which contain a stated  dividend rate) or
otherwise make a distribution or  distributions on shares of its Common Stock or
on any other  class of capital  stock  payable in shares of Common  Stock,  (ii)
subdivide  outstanding shares of Common Stock into a larger number of shares, or
(iii)  combine  outstanding  shares of  Common  Stock  into a smaller  number of
shares,  the  Exercise  Price  shall be  multiplied  by a fraction  of which the
numerator  shall be the  number of shares of Common  Stock  (excluding  treasury
shares, if any) outstanding before such event and of which the denominator shall
be the number of shares of Common  Stock  (excluding  treasury  shares,  if any)
outstanding after such event. Any adjustment made pursuant to this Section shall
become  effective  immediately  after the record date for the  determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective date in the case of a subdivision or
combination, and shall apply to successive subdivisions and combinations.

         (ii)  In  case  of any  reclassification  of the  Common  Stock  or any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other  securities,  cash or  property,  then the  Holder  shall  have the  right
thereafter  to  exercise  this  Warrant  only into the shares of stock and other
securities  and  property  receivable  upon or deemed to be held by  holders  of
Common Stock following such  reclassification,  transfer or share exchange,  and
the  Holder  shall be  entitled  upon  such  event to  receive  such  amount  of
securities or property  equal to the amount of Warrant  Shares such Holder would
have been entitled to had such Holder exercised this Warrant  immediately  prior
to  such   reclassification   or  share   exchange.   The   terms  of  any  such
reclassification or share exchange shall include such terms so as to continue to
give to the Holder the right to receive the  securities or property set forth in
this Section 8(b) upon any exercise following any such reclassification or share
exchange.

         (iii) If the Company,  at any time while this  Warrant is  outstanding,
shall  distribute  to all  holders  of Common  Stock (and not to holders of this
Warrant)  evidences  of its  indebtedness  or assets or  rights or  warrants  to
subscribe for or purchase any security  (excluding those referred to in Sections
8(i),  (ii) and  (iv)),  then in each  such  case the  Exercise  Price  shall be
determined by multiplying the Exercise Price in effect  immediately prior to the
record date fixed for  determination  of  stockholders  entitled to receive such
distribution by a fraction of which the denominator  shall be the Exercise Price
determined  as of the record date  mentioned  above,  and of which the


<PAGE>

numerator  shall be such  Exercise  Price on such record date less the then fair
market  value at such  record  date of the portion of such assets or evidence of
indebtedness so distributed  applicable to one outstanding share of Common Stock
as determined by the Company's  independent  certified  public  accountants that
regularly examines the financial statements of the Company (an "Appraiser").

         (iv) Except for (i) the issuance of shares of Common Stock and warrants
to purchase  Common Stock for an aggregate  purchase  price of up to  $5,000,000
pursuant  to a private  placement  memorandum  dated March 10, 2000 and (ii) the
issuance  of  shares  of Common  Stock  pursuant  to the terms of this and other
identical  warrants issued on the Closing Date, if the Company or any subsidiary
thereof,  as  applicable  with respect to Common Stock  Equivalents  (as defined
below),  at any time while this  Warrant is  outstanding,  shall issue shares of
Common Stock or rights,  warrants,  options or other  securities or debt that is
convertible  into or  exchangeable  for shares of Common  Stock  ("Common  Stock
Equivalents"), entitling any person to acquire shares of Common Stock at a price
per share less than the  Purchase  Price (if the  holder of the Common  Stock or
Common Stock  Equivalent  so issued  shall at any time,  whether by operation of
purchase price adjustments, reset provisions,  floating conversion,  exercise or
exchange  prices or otherwise,  or due to warrants,  options or rights issued in
connection with such issuance,  be entitled to receive shares of Common Stock at
a price less than the  Purchase  Price,  such  issuance  shall be deemed to have
occurred for less than the  Purchase  Price),  then the Purchase  Price shall be
multiplied  by a fraction,  the numerator of which shall be the number of shares
of Common  Stock  outstanding  immediately  prior to the issuance of such Common
Stock or such Common Stock Equivalents plus the number of shares of Common Stock
which the  offering  price  for such  shares  of  Common  Stock or Common  Stock
Equivalents  would purchase at the Purchase Price,  and the denominator of which
shall be the sum of the number of shares of Common Stock outstanding immediately
prior to such  issuance  plus the number of shares of Common  Stock so issued or
issuable,  provided,  that for purposes hereof,  all shares of Common Stock that
are issuable upon conversion,  exercise or exchange of Common Stock  Equivalents
shall be deemed outstanding  immediately after the issuance of such Common Stock
Equivalents.  Such adjustment shall be made whenever such Common Stock or Common
Stock Equivalents are issued.  However,  upon the expiration of any Common Stock
Equivalents  the  issuance of which  resulted in an  adjustment  in the Purchase
Price  pursuant to this  Section,  if any such Common  Stock  Equivalents  shall
expire and shall not have been exercised,  the Purchase Price shall  immediately
upon  such  expiration  be  recomputed  and  effective   immediately  upon  such
expiration  be increased  to the price which it would have been (but  reflecting
any other  adjustments  in the Purchase Price made pursuant to the provisions of
this  Section  after the  issuance of such  Common  Stock  Equivalents)  had the
adjustment  of the  Purchase  Price made upon the  issuance of such Common Stock
Equivalents been made on the basis of offering for subscription or purchase only
that number of shares of the Common Stock  actually  purchased upon the exercise
of such Common Stock Equivalents actually exercised.

         (v) In case of any (1) merger or  consolidation  of the Company with or
into  another  Person,  or (2) sale by the Company of more than  one-half of the
assets of the  Company  (on a book  value  basis) in one or a series of  related
transactions,  the  Holder  shall have the right  thereafter  to  exercise  this
Warrant  for the  shares  of stock  and  other  securities,  cash  and  property
receivable  upon or deemed to be held by holders of Common Stock  following such
merger,  consolidation or sale, and the Holder shall be entitled upon such event
or series of  related  events to receive  such  amount of  securities,  cash and
property as the Common  Stock for which this Warrant  could have been  exercised
immediately  prior to such  merger,  consolidation  or  sales  would  have  been
entitled. The terms of any such merger, sale or consolidation shall include such
terms so as  continue  to give the Holder the right to receive  the  securities,
cash and property set forth in this Section upon any  conversion  or  redemption
following such event.  This provision  shall  similarly apply to successive such
events.

         (vi) For the purposes of this Section 8, the  following  clauses  shall
also be applicable:

                  (i) Record  Date.  In case the Company  shall take a record of
the holders of its Common Stock for the purpose of entitling them (A) to receive
a  dividend  or other  distribution  payable  in Common  Stock or in  securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or purchase Common Stock or securities  convertible or exchangeable  into shares
of Common  Stock,  then such  record  date shall be deemed to be the date of the
issue or sale of the shares of Common  Stock  deemed to have been issued or sold
upon the  declaration of such dividend or the making of such other  distribution
or the date of the granting of such right of  subscription  or purchase,  as the
case may be.


<PAGE>

                  (ii)  Treasury  Shares.  The number of shares of Common  Stock
outstanding  at any given time shall not include  shares owned or held by or for
the account of the  Company,  and the  disposition  of any such shares  shall be
considered an issue or sale of Common Stock.

         (vii)    All  calculations  under  this  Section 8 shall be made to the
nearest cent or the nearest  1/100th of a share, as the case may be.

         (viii)  Whenever  the  Exercise  Price is adjusted  pursuant to Section
8(iii) above, the Holder,  after receipt of the  determination by the Appraiser,
shall  have the  right to  select  an  additional  appraiser  (which  shall be a
nationally  recognized  accounting  firm), in which case the adjustment shall be
equal to the average of the adjustments recommended by each of the Appraiser and
such  appraiser.  The Holder  shall  promptly  mail or cause to be mailed to the
Company,  a notice  setting forth the Exercise  Price after such  adjustment and
setting forth a brief  statement of the facts  requiring such  adjustment.  Such
adjustment  shall become effective  immediately  after the record date mentioned
above.

         (ix) If (i)  the  Company  shall  declare  a  dividend  (or  any  other
distribution)  on its Common  Stock;  (ii) the Company  shall  declare a special
nonrecurring  cash dividend on or a redemption  of its Common  Stock;  (iii) the
Company  shall  authorize the granting to all holders of the Common Stock rights
or warrants to  subscribe  for or  purchase  any shares of capital  stock of any
class or of any rights;  (iv) the  approval of any  stockholders  of the Company
shall be required in connection with any  reclassification  of the Common Stock,
any  consolidation  or  merger  to which  the  Company  is a party,  any sale or
transfer  of all or  substantially  all of the  assets  of the  Company,  or any
compulsory  share  exchange  whereby the Common  Stock is  converted  into other
securities,  cash or property;  or (v) the Company shall authorize the voluntary
dissolution,  liquidation or winding up of the affairs of the Company,  then the
Company shall cause to be mailed to each Holder at their last  addresses as they
shall appear upon the Warrant  Register,  at least 20 calendar days prior to the
applicable record or effective date hereinafter  specified, a notice stating (x)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the  holders of Common  Stock of record to be  entitled  to
such  dividend,  distributions,   redemption,  rights  or  warrants  are  to  be
determined  or (y)  the  date on  which  such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding  up;  provided,  that the  failure to mail such  notice or any defect
therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice.

         9. Payment of Exercise  Price.  The Holder shall pay the Exercise Price
in one of the following manners:

                  (a)   Cash  Exercise.  The  Holder  may  deliver   immediately
available funds; or

                  (b) Cashless  Exercise.  The Holder may surrender this Warrant
to the Company together with a notice of cashless  exercise,  in which event the
Company  shall issue to the Holder the number of Warrant  Shares  determined  as
follows:

                                    X = Y [(A-B)/A]where:

                                    X =  the  number  of  Warrant  Shares  to be
                                    issued to the Holder.

                                    Y  =  the  number  of  Warrant  Shares  with
                                    respect  to  which  this  Warrant  is  being
                                    exercised.

                                    A = the average of the  closing  sale prices
                                    of the Common Stock for the five (5) trading
                                    days   immediately   prior   to   (but   not
                                    including)  the Date of Exercise as reported

<PAGE>

                                    by Bloomberg  Information Systems,  Inc. (or
                                    any  successor  to its function of reporting
                                    stock prices).

                                    B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date.


         10.      Certain Exercise Restrictions

                  (a) A Holder may not exercise  this Warrant to the extent such
exercise  would  result in the  Holder,  together  with any  affiliate  thereof,
beneficially  owning (as  determined  in  accordance  with Section  13(d) of the
Exchange Act and the rules  promulgated  thereunder)  in excess of 4.999% of the
then issued and outstanding  shares of Common Stock,  including  shares issuable
upon such  exercise and held by such Holder after  application  of this Section.
Since the Holder  will not be  obligated  to report to the Company the number of
shares of Common Stock it may hold at the time of an exercise hereunder,  unless
the  exercise at issue would result in the issuance of shares of Common Stock in
excess of 4.999% of the then  outstanding  shares of Common Stock without regard
to any  other  shares  which  may be  beneficially  owned  by the  Holder  or an
affiliate  thereof,  the  Holder  shall have the  authority  and  obligation  to
determine  whether the  restriction  contained  in this  Section  will limit any
particular  exercise hereunder and to the extent that the Holder determines that
the limitation  contained in this Section  applies,  the  determination of which
portion  of  this  Warrant  is  exercisable  shall  be  the  responsibility  and
obligation  of the  Holder.  If the Holder has  delivered  a Form of Election to
Purchase for a number of Warrant Shares that, without regard to any other shares
that the Holder or its  affiliates  may  beneficially  own,  would result in the
issuance in excess of the permitted amount  hereunder,  the Company shall notify
the Holder of this fact and shall honor the exercise for the maximum  portion of
this Warrant  permitted  to be exercised on such Date of Exercise in  accordance
with the periods described herein and, at the option of the Holder,  either keep
the  portion of the Warrant  tendered  for  exercise in excess of the  permitted
amount  hereunder  for future  exercises  or return such  excess  portion of the
Warrant to the Holder.  The provisions of this Section may be waived by a Holder
(but only as to itself and not to any other  Holder)  upon not less than 61 days
prior notice to the  Company.  Other  Holders  shall be  unaffected  by any such
waiver.

                  (b) A Holder may not exercise  this Warrant to the extent such
exercise  would  result in the  Holder,  together  with any  affiliate  thereof,
beneficially  owning (as  determined  in  accordance  with Section  13(d) of the
Exchange Act and the rules  promulgated  thereunder)  in excess of 9.999% of the
then issued and outstanding  shares of Common Stock,  including  shares issuable
upon such  exercise and held by such Holder after  application  of this Section.
Since the Holder  will not be  obligated  to report to the Company the number of
shares of Common Stock it may hold at the time of an exercise hereunder,  unless
the  exercise at issue would result in the issuance of shares of Common Stock in
excess of 9.999% of the then  outstanding  shares of Common Stock without regard
to any  other  shares  which  may be  beneficially  owned  by the  Holder  or an
affiliate  thereof,  the  Holder  shall have the  authority  and  obligation  to
determine  whether the  restriction  contained  in this  Section  will limit any
particular  exercise hereunder and to the extent that the Holder determines that
the limitation  contained in this Section  applies,  the  determination of which
portion  of  this  Warrant  is  exercisable  shall  be  the  responsibility  and
obligation  of the  Holder.  If the Holder has  delivered  a Form of Election to
Purchase for a number of Warrant Shares that, without regard to any other shares
that the Holder or its  affiliates  may  beneficially  own,  would result in the
issuance in excess of the permitted amount  hereunder,  the Company shall notify
the Holder of this fact and shall honor the exercise for the maximum  portion of
this Warrant  permitted  to be exercised on such Date of Exercise in  accordance
with the periods described herein and, at the option of the Holder,  either keep
the  portion of the Warrant  tendered  for  exercise in excess of the  permitted
amount  hereunder  for future  exercises  or return such  excess  portion of the
Warrant to the Holder.  The provisions of this Section may be waived by a Holder
(but only as to itself and not to any other  Holder)  upon not less than 61 days
prior notice to the  Company.  Other  Holders  shall be  unaffected  by any such
waiver.


<PAGE>

                  (c) If the  Company  Stock is then  listed for  trading on the
Nasdaq or the  Nasdaq  National  Market and the  Company  has not  obtained  the
Shareholder  Approval  (as  defined  below),  then the  Company may not issue in
excess of the  product of (i)  3,382,580  (which  number  equals  19.999% of the
shares of Common Stock  outstanding  on the Closing Date and shall be subject to
adjustment pursuant to the anti-dilution  provisions hereof) Warrant Shares upon
exercise of this  Warrant  and (ii) the  quotient  obtained by dividing  (x) the
number of shares of Common Stock  issued and sold to the original  Holder on the
Closing  Date by (y) the number of shares of Common Stock issued and sold by the
Company on the Closing Date (such number of shares, the "Issuable Maximum").  If
any Holder shall no longer hold Warrants then such Holder's remaining portion of
the Issuable Maximum shall be allocated pro-rata among the remaining Holders. If
on any Date of  Exercise  (A) the  Company  Stock is listed  for  trading on the
Nasdaq or the Nasdaq National  Market,  (B) the Exercise Price then in effect is
such that the  aggregate  number of shares of Common  Stock  that  would then be
issuable  upon  exercise in full of this  Warrant,  together  with any shares of
Common Stock  previously  issued upon exercise of this  Warrant,  would equal or
exceed the  Issuable  Maximum,  and (C) the  Company  shall not have  previously
obtained the vote of shareholders,  if any, as may be required by the applicable
rules and  regulations  of the Nasdaq  Stock  Market to approve the  issuance of
shares of Common Stock in excess of the Issuable  Maximum  pursuant to the terms
hereof (the "Shareholder Approval"),  then the Company shall issue to the Holder
a number of shares of Common  Stock  equal to the  Issuable  Maximum  and,  with
respect to the shares  whose  issuance  would result in an issuance of shares of
Common Stock in excess of the Issuable  Maximum,  (the "Excess Warrant Shares"),
the Holder  shall have the option to require  the  Company to either (1) use its
best efforts to obtain the Shareholder  Approval  applicable to such issuance as
soon as  possible,  but in any event no later than 60 days  after  such  request
(such 60th day,  the "Target  Date") or (2) pay to the  Holder,  within five (5)
Trading Days after the request therefor,  an amount in cash equal to the product
of (x) the Excess  Warrant  Shares  multiplied by (y) the closing sales price of
the Common Stock on (a) the Target Date or (b) the Date of Exercise  giving rise
to the obligation to seek Shareholder Approval,  whichever is greater (the "Cash
Payment").  In the event the Holder has  elected to require  the Company to seek
the Shareholder  Approval  pursuant to clause (1) of the  immediately  preceding
sentence and the Company does not obtain the Shareholder Approval on or prior to
the Target  Date,  then,  on the Target  Date,  the  Company  shall pay the Cash
Payment to the  Holder.  If the  Company  fails to pay the Cash  Payment in full
pursuant  to this  Section  within  seven (7) days after the date  payable,  the
Company  will pay  interest on such  amount at a rate of 18% per annum,  or such
lesser  maximum  amount that is permitted to be paid by  applicable  law, to the
Holder,  accruing  daily from the date payable until such amount,  plus all such
interest  thereon,  is paid in full.  The Company and the Holder  understand and
agree that shares of Common Stock issued upon  exercise of this Warrant and then
held by the  Holder  or an  affiliate  thereof  may not cast  votes or be deemed
outstanding for purposes of any vote to obtain the Shareholder Approval.

         12.  Fractional  Shares.  The Company shall not be required to issue or
cause to be issued  fractional  Warrant  Shares on the exercise of this Warrant.
The number of full Warrant  Shares which shall be issuable  upon the exercise of
this Warrant shall be computed on the basis of the  aggregate  number of Warrant
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would, except for the provisions of this Section 14, be issuable
on the exercise of this  Warrant,  the Company shall pay an amount in cash equal
to the Exercise Price multiplied by such fraction.

         13. Notices.  Any and all notices or other communications or deliveries
hereunder  shall be in writing and shall be deemed  given and  effective  on the
earliest of (i) the date of  transmission,  if such notice or  communication  is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  prior to 6:30 P.M.  (New York City  time) on a Business  Day,  (ii) the
Business Day after the date of transmission,  if such notice or communication is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  later than 6:30 P.M.  (New York City time) on any date and earlier than
11:59 P.M.  (New York City time) on such date,  (iii) the Business Day following
the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon  actual  receipt by the party to whom such notice is required to be
given. The addresses for such communications shall be: (i) if to the Company, to
Park  Square  Building,  31 St.  James  Avenue,  8th  Floor,  Boston,  MA 02116,
facsimile:  617-422-0675,  attention Chief Financial Officer,  or (ii) if to the
Holder,  to the  Holder at the  address or  facsimile  number  appearing  on the
Warrant  Register or such other  address or  facsimile  number as the Holder may
provide to the Company in accordance with this Section.

         14.      Warrant Agent.




<PAGE>


                  (a) The  Company  shall  serve as  warrant  agent  under  this
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may appoint a
new warrant agent.

                  (b) Any corporation  into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the Company or any new  warrant  agent  shall be a party or any  corporation  to
which the Company or any new warrant agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         15.      Miscellaneous.

                  (a) This Warrant  shall be binding on and inure to the benefit
of the parties hereto and their respective  successors and assigns. This Warrant
may be amended  only in writing  signed by the  Company and the Holder and their
successors and assigns.

                  (b) Subject to Section 15(a),  above,  nothing in this Warrant
shall be construed to give to any person or  corporation  other than the Company
and the Holder any legal or equitable right, remedy or cause under this Warrant.
This Warrant  shall inure to the sole and  exclusive  benefit of the Company and
the Holder.

                  (c) The corporate laws of the State of Nevada shall govern all
issues concerning the relative rights of the Company and its  stockholders.  All
other  questions   concerning  the  construction,   validity,   enforcement  and
interpretation  of this Warrant  shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without regard to
the  principles  of conflicts of law thereof.  The Company and the Holder hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York,  borough of Manhattan,  for the adjudication of
any  dispute  hereunder  or in  connection  herewith  or  with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally  subject to the  jurisdiction  of any such court,  or that such suit,
action or  proceeding  is  improper.  Each of the Company and the Holder  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or  proceeding by receiving a copy thereof sent
to the Company at the address in effect for notices to it under this  instrument
and agrees that such service shall  constitute  good and  sufficient  service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law.

                  (d) The  headings  herein  are for  convenience  only,  do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.

                  (e) In case any one or more of the  provisions of this Warrant
shall  be  invalid  or   unenforceable   in  any   respect,   the  validity  and
enforceability  of the remaining  terms and provisions of this Warrant shall not
in any way be affected or impaired  thereby and the parties will attempt in good
faith  to  agree  upon a  valid  and  enforceable  provision  which  shall  be a
commercially  reasonable  substitute  therefor,  and  upon  so  agreeing,  shall
incorporate such substitute provision in this Warrant.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]


<PAGE>




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


                                            SAFESCIENCE, INC.


                                            By:_________________________________
                                               Name:
                                               Title:


<PAGE>



                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To SafeScience, Inc.

         In accordance  with the Warrant  enclosed with this Form of Election to
Purchase,  the  undersigned  holder  hereby  exercises  the  right  to  purchase
_________________   of  the  shares  of  Common  Stock  ("Warrant   Shares")  of
SafeScience,  Inc.,  a Nevada  corporation  (the  "Company"),  evidenced  by the
attached  Warrant  (the  "Warrant").  Capitalized  terms  used  herein  and  not
otherwise defined shall have the respective meanings set forth in the Warrant.

         1. Form of  Exercise  Price.  The Holder  intends  that  payment of the
Exercise Price shall be made as:

                ____________       a "Cash  Exercise" with respect to  _________
                                   Warrant  Shares; and/or

                ____________       a "Cashless  Exercise" with respect to  _____
                                   Warrant Shares  (to  the extent  permitted by
                                   the terms of the Warrant).

         2. Payment of Exercise  Price. In the event that the holder has elected
a Cash Exercise  with respect to some or all of the Warrant  Shares to be issued
pursuant  hereto,  the holder shall pay the sum of  $___________________  to the
Company in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______



   Name of Registered Holder


By: __________________________________
     Name:
     Title:


         If the number of shares of Common  Stock  issuable  upon this  exercise
shall not be all of the shares of Common Stock which the undersigned is entitled
to purchase in accordance with the enclosed  Warrant,  the undersigned  requests
that a New Warrant (as defined in the Warrant)  evidencing the right to purchase
the shares of Common Stock not issuable pursuant to the exercise


<PAGE>


evidenced hereby be issued in the name of and delivered to:


--------------------------------------------------------------------------------
                         (Please print name and address)


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

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

Dated:                     ,             Name of Holder:


                                         (Print)

                                         (By:)
                                         (Name:)
                                         (Title:)
                                         (Signature must conform in all respects
                                         to  name of  holder as specified on the
                                         face of the Warrant)


<PAGE>


                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase ____________ shares of Common Stock of SafeScience,  Inc. to
which the within  Warrant  relates  and  appoints  ________________  attorney to
transfer  said  right on the  books of  SafeScience,  Inc.  with  full  power of
substitution in the premises.

Dated:

---------------, ----


                                        ---------------------------------------
                                        (Signature   must  conform  in  all
                                        respects  to  name  of  holder  as
                                        specified on the face of the Warrant)


                                        ---------------------------------------
                                        Address of Transferee

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

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



In the presence of:


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


<PAGE>

                                    Exhibit A
                                    ---------


         (i)  "Adjustment  Price" means the average of the four lowest Per Share
Market Values (which need not occur on  consecutive  Trading Days) during the 40
consecutive Trading Days preceding a Vesting Date.

         (ii)  "Applicable  Share  Number"  means 1/3 of the number of shares of
Common Stock purchased by the Holder pursuant to the Purchase Agreement.

         (iii)  "Business  Day" shall have the meaning set forth in the Purchase
Agreement.

         (iv)  "Closing  Date" shall have the meaning set forth in the  Purchase
Agreement.

         (v) "Commission" means the Securities and Exchange Commission.

         (vi)  "Effective  Date"  the  date  on  which  the  Underlying   Shares
Registration Statement is first declared effective by the Commission.

         (vii) "Nasdaq" means the Nasdaq SmallCap Market.

         (viii) "Per Share Market  Value" means on any  particular  date (a) the
closing bid price per share of the Common Stock on such date on the Nasdaq or on
any  Subsequent  Market on which the Common  Stock is then listed or quoted,  as
reported by  Bloomberg  Information  Services,  Inc.  (or any  successor  entity
succeeding to its function of reporting prices), or if Nasdaq or such Subsequent
Market begins to operate on an extended hours basis,  and does not designate the
closing  bid  price,  then the last bid price at 4:00  p.m.,  Eastern  Time,  as
reported by Bloomberg Information  Services,  Inc., or if there is no such price
on such date,  then the  closing  bid price on the Nasdaq or on such  Subsequent
Market on the date  nearest  preceding  such  date,  as  reported  by  Bloomberg
Information  Services,  Inc. (or any successor entity succeeding to its function
of reporting prices), or (b) if the Common Stock is not then listed or quoted on
the Nasdaq or a Subsequent  Market,  the closing bid price for a share of Common
Stock in the  over-the-counter  market,  as reported by the  National  Quotation
Bureau  Incorporated  or  similar  organization  or  agency  succeeding  to  its
functions of reporting  prices) at the close of business on such date, or (c) if
the  Common  Stock  is not  then  reported  by  the  National  Quotation  Bureau
Incorporated (or similar  organization or agency  succeeding to its functions of
reporting prices),  then the average of the "Pink Sheet" quotes for the relevant
conversion  period,  as  determined  in good faith by the Holder,  or (d) if the
Common  Stock is not then  publicly  traded the fair market  value of a share of
Common Stock as determined by an appraiser selected in good faith by the Holders
of a majority of the applicable Warrant Shares.

         (ix)  "Purchase  Agreement"  means the Securities  Purchase  Agreement,
dated the Closing Date to which the Company and the original  Holder are parties
and pursuant to which this Warrant was issued.

         (x)  "Purchase  Price"  means $[ ]1 (which  number  shall be subject to
equitable adjustment for stock splits, recombinations and similar events).

         (xi)  "Registration  Rights  Agreement" means the  Registration  Rights
Agreement,  dated the Closing  Date hereof to which the Company and the original
Holder are parties.

         (xii)  "Subsequent  Market"  shall  mean  any of  the  New  York  Stock
Exchange, American Stock Exchange, Inc or Nasdaq National Market.

         (xiii)  "Trading  Day"  means  (a) a day on which the  Common  Stock is
traded on the Nasdaq or on the  Subsequent  Market on which the Common  Stock is
then  listed or  quoted,  as the case may be, or (b) if the  Common  Stock s not
listed on the Nasdaq or on a Subsequent  Market, a day on which the Common Stock
is traded in the over-the-counter market, as reported by the OTC Bulletin Board,
or (c) if the Common  Stock is not quoted on the OTC  Bulletin  Board,  a day on
which the Common Stock is quoted in the  over-the-counter  market as reported by
the National  Quotation  Bureau  Incorporated  (or any similar  organization  or
agency  succeeding  its functions of reporting  prices);  provided,  that in the
event that the Common Stock is not listed or quoted as set forth in (a), (b) and
(c) hereof, then Trading Day shall mean a Business Day.

         (xiv)  "Transaction  Documents" shall have the meaning set forth in the
Purchase Agreement.

         (xv) "Underlying Shares Registration  Statement" shall have the meaning
ascribed to it in the Purchase Agreement.



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1 The lesser of (i)110% of the  average of the  closing bid prices of the Common
Stock for four Trading Days preceding the Closing Date and (ii) $16.00.