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                                                                    EXHIBIT 4.23

           VOID AFTER 3:30 P.M., MOUNTAIN TIME, ON THE EXPIRATION DATE

                        WARRANT TO PURCHASE COMMON SHARES

                                POPMAIL.COM, INC.

Warrant No. EB-1

         This is to Certify That, FOR VALUE RECEIVED, eBANKER USA.COM, INC.,
1700 Lincoln Street, 32nd Floor, Denver, Colorado 80203 ("Holder"), is entitled
to purchase, subject to the provisions of this Warrant, from POPMAIL.COM, INC.
("Company"), a Minnesota corporation, at any time until 3:30 P.M., Mountain
Time, on December 10, 2004 ("Expiration Date"), 121,875 Common Shares of the
Company. Notwithstanding the foregoing, the Holder shall be required to exercise
this Warrant during the thirty (30) days after the last trading day that the
closing bid price of a Common Share exceeds $6.00 (as adjusted in the same
manner that adjustments in the Exercise Price are made as provided herein) for
twenty (20) consecutive trading days. If not exercised during such thirty (30)
day period, the Expiration Date shall be the thirtieth day. The purchase price
per Common Share shall initially be $2.00. The number of Common Shares to be
received upon the exercise of this Warrant and the price to be paid for a Common
Share may be adjusted from time to time as hereinafter set forth. The purchase
price of a Common Share in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price." This Warrant is or
may be one of a series of warrants identical in form issued by the Company to
purchase Common Shares of the Company and the term "Warrants" as used herein
means all such Warrants (including this Warrant). The Common Shares, as adjusted
from time to time, underlying the Warrants are hereinafter sometimes referred to
as "Warrant Shares" and include all Common Shares that have been issued upon the
exercise of the Warrants and all unissued Common Shares underlying the Warrants.

         This Warrant is being issued in connection with that certain Loan
Agreement between the Company and eBanker USA.Com, Inc. dated December 10, 1999
(the "Loan Agreement").

         (A) VESTING OF WARRANT SHARES. Holder's rights to purchase the Warrant
Shares hereunder are exercisable only to the extent that all, or any portion
thereof, have vested in the Holder. The Warrant Shares shall vest on the vesting
dates set forth below until the Warrant is fully vested, as set forth in the
following schedule:

                  (1) Warrants to purchase up to 89,375 Common Shares shall vest
         on the date hereof; and

                  (2) Warrants to purchase up to 32,500 Common Shares shall vest
         upon the Company's election, pursuant to the Loan Agreement, to extend
         the date on which the outstanding principal balance of the Company's
         loan from eBanker USA.Com, Inc. is due.





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         Notwithstanding anything to the contrary contained herein, in the event
that the Company does not elect to extend the date on which its loan from
eBanker USA.Com, Inc. is due, that portion of the Warrant described in Paragraph
(a)(2) shall lapse.

         (B) EXERCISE OF WARRANT. To the extent vested, this Warrant may be
exercised in whole or in part at any time or from time to time until the
Expiration Date or if the Expiration Date is a day on which banking institutions
are authorized by law to close, then on the next succeeding day which shall not
be such a day, by presentation and surrender hereof to the Company or at the
office of its stock transfer agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of Common Shares specified in such Form, together with all federal and
state taxes applicable upon such exercise. The Company agrees not to merge,
reorganize or take any action that would terminate this Warrant unless
provisions are made as part of such merger, reorganization or other action which
would provide the holders of this Warrant with an equivalent of this Warrant as
specified in Section (i) hereof. The Company agrees to provide notice to the
Holder that any tender offer is being made for the Company's Common Shares no
later than three business days after the day the Company becomes aware that any
tender offer is being made for outstanding Common Shares of the Company. If this
Warrant should be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant evidencing the
right of the Holder to purchase the balance of the Common Shares purchasable
hereunder. Upon receipt by the Company of this Warrant at the office of the
Company or at the office of the Company's stock transfer agent, in proper form
for exercise and accompanied by the Purchase Form and the Exercise Price, the
Holder shall be deemed to be the holder of record of the Common Shares issuable
upon such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such Common Shares shall
not then be actually delivered to the Holder.

         (C) RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of this
Warrant such number of Common Shares as shall be required for issuance or
delivery upon exercise of this Warrant.

         (D) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a Common Share called for upon any exercise hereof,
the Company shall, upon receipt by the Company or the Company's stock transfer
agent of the Exercise Price on such fractional share, pay to the Holder an
amount in cash equal to such fraction multiplied by the current value of such
fractional share, determined as follows:

                  (1) If the Common Shares are listed on a national securities
         exchange or a foreign exchange, are admitted to unlisted trading
         privileges on such an exchange, or are listed for trading on a trading
         system of the National Association of Securities Dealers, Inc. ("NASD")
         such as The Nasdaq SmallCap Market ("SCM") or the Nasdaq National
         Market ("NNM") or the OTC Bulletin Board, then the current value shall
         be the last reported sale price of the Common Shares on such an
         exchange or system on the last business day prior to the date of
         exercise of this Warrant or if no such sale is made on such day, the
         average of the


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         closing bid prices for the Common Shares for such day on such exchange
         or such system shall be used; or

                  (2) If the Common Shares are not so listed on such exchange or
         system or admitted to unlisted trading privileges, the current value
         shall be the average of the last reported bid prices reported by the
         National Quotation Bureau, Inc. on the last business day prior to the
         date of the exercise of this Warrant; or

                  (3) If the Common Shares are not so listed or admitted to
         unlisted trading privileges and if bid prices are not so reported, the
         current value shall be an amount, not less than book value, determined
         in such reasonable manner as may be prescribed by the board of
         directors of the Company.

         (E) EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
Holder thereof to purchase (under the same terms and conditions as provided by
this Warrant) in the aggregate the same number of Common Shares purchasable
hereunder. This Warrant may not be sold, transferred, assigned, or hypothecated
except in compliance with federal and state securities laws. Any transfer or
assignment shall be made by surrender of this Warrant to the Company or at the
office of its stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed and with funds sufficient to pay any transfer tax;
whereupon the Company shall, without charge, execute and deliver a new Warrant
in the name of the assignee named in such instrument of assignment and this
Warrant shall promptly be canceled. This Warrant may be divided or combined with
other Warrants which carry the same rights upon presentation hereof at the
office of the Company or at the office of its stock transfer agent, if any,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the Holder hereof. The term
"Warrant" as used herein includes any warrants issued in substitution for or
replacement of this Warrant, or into which this Warrant may be divided or
exchanged. Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date. Subject to such right
of indemnification, any such new Warrant executed and delivered shall constitute
an additional contractual obligation on the part of the Company, whether or not
this Warrant so lost, stolen, destroyed, or mutilated shall be at any time
enforceable by anyone.

         (F) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.

         (G) ADJUSTMENT PROVISIONS.

                  (1) Adjustments of the Exercise Price.



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                           (A) If the Company subdivides its outstanding Common
                  Shares into a greater number of Common Shares, the Exercise
                  Price in effect immediately prior to such subdivision shall be
                  proportionately reduced. Conversely, if the Company combines
                  its outstanding Common Shares into a lesser number of Common
                  Shares, the Exercise Price in effect immediately prior to such
                  combination shall be proportionally increased. In case of a
                  subdivision or combination, the adjustment of the Exercise
                  Price shall be made as of the effective date of the applicable
                  event. A distribution on Common Shares, including a
                  distribution of Convertible Securities, to shareholders of the
                  Company on a pro rata basis shall be considered a subdivision
                  of Common Shares for the purposes of this subsection (1)(A) of
                  this Section, except that the adjustment will be made as of
                  the record date for such distribution and any such
                  distribution of Convertible Securities shall be deemed to be a
                  distribution of the Common Shares underlying such Convertible
                  Securities.

                           (B) If the Company shall at any time distribute or
                  cause to be distributed to its shareholders, on a pro rata
                  basis, cash, assets, or securities of any entity other than
                  the Company, then the Exercise Price in effect immediately
                  prior to such distribution shall automatically be reduced by
                  an amount determined by dividing (x) the amount (if cash) or
                  the value (if assets or securities) of the holders' of
                  Warrants (as such term is defined in the first paragraph
                  hereof) pro rata share of such distribution determined
                  assuming that all holders of Warrants had exercised their
                  Warrants on the day prior to such distribution, by (y) the
                  number of Common Shares issuable upon the exercise of Warrants
                  (as such term is defined in the first paragraph hereof) by the
                  holders thereof on the day prior to such distribution.

                           (C) If the Company defaults in making any payment
                  required pursuant to a promissory note dated December 10,
                  1999, in the amount of $325,000 from the Company to eBanker
                  USA.Com, Inc., the Exercise Price shall be reduced to $0.01.

                  (3) No Adjustment for Small Amounts. Anything in this Section
         (f) to the contrary notwithstanding, the Company shall not be required
         to give effect to any adjustment in the Exercise Price unless and until
         the net effect of one or more adjustments, determined as above
         provided, shall have required a change of the Exercise Price by at
         least one cent, but when the cumulative net effect of more than one
         adjustment so determined shall be to change the actual Exercise Price
         by at least one cent, such change in the Exercise Price shall thereupon
         be given effect.

                  (4) Number of Shares Adjusted. Upon any adjustment of the
         Exercise Price pursuant to subsection (1)(A) or (B) of this Section,
         the Holder of this Warrant shall thereafter (until another such
         adjustment) be entitled to purchase, at the new Exercise Price, the
         number of Common Shares, calculated to the nearest full share, obtained
         by multiplying the number of Common Shares initially issuable upon
         exercise of this Warrant by the Exercise



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         Price specified in the first paragraph hereof and dividing the product
         so obtained by the new Exercise Price.

                  (5) Definitions.

                           (A) Whenever reference is made in this Section (f) to
                  the distribution of Common Shares, the term "Common Shares"
                  shall mean the Common Shares of the Company authorized as of
                  the date hereof and any other class of stock ranking on a
                  parity with such Common Shares. However, subject to the
                  provisions of Section (i) hereof, Common Shares issuable upon
                  exercise hereof shall include only Common Shares of the class
                  designated as Common Shares of the Company as of the date
                  hereof.

                           (B) Whenever reference is made in this Section (f) to
                  the distribution of Convertible Securities, the term
                  "Convertible Securities" shall mean options or warrants or
                  rights for the purchase of Common Shares of the Company or for
                  the purchase of any stock or other securities convertible into
                  or exchangeable for Common Shares of the Company.

                  (6) Determination of Date of Issue. In case the Company shall
         take a record of the holders of Common Shares for the purpose of
         entitling them to receive a dividend or other distribution payable in
         Common Shares or in Convertible Securities, then such record date shall
         be deemed to be the date of the issue of the Common Shares deemed to
         have been issued upon the declaration of such dividend or the making of
         such other distribution, as the case may be.

                  (7) Treasury Shares. For the purpose of this Section (f),
         Common Shares at any relevant time owned or held by, or for the account
         of, the Company shall not be deemed outstanding.

         (H) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of Section (f) hereof, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office, and with its stock transfer and warrant agent, if any, an
officer's certificate showing the adjusted Exercise Price determined as herein
provided and setting forth in reasonable detail the facts requiring such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Holder and the Company shall, forthwith
after each such adjustment, deliver a copy of such certificate to the Holder.

         (I) NOTICES TO HOLDERS. So long as this Warrant shall be outstanding
and unexercised (i) if the Company shall pay any dividend or make any
distribution upon the Common Shares or (ii) if the Company shall offer to the
holders of Common Shares for subscription or purchase by them any shares of
stock of any class or any other rights or (iii) if any capital reorganization of
the Company, reclassification of the capital stock of the Company, consolidation
or merger of the Company with or into another corporation, sale, lease or
transfer of all or substantially all of the property and assets of the Company
to another corporation, or voluntary or involuntary dissolution,



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liquidation or winding up of the Company shall be effected, then, in any such
case, the Company shall cause to be delivered to the Holder, at least 10 days
prior to the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date on
which (x) a record is to be taken for the purpose of such dividend, distribution
or rights, or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up is to take place and
the date, if any is to be fixed, as of which the holders of Common Shares of
record shall be entitled to exchange their Common Shares for securities or other
property deliverable upon such reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up.

         (J) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, capital reorganization or other change of outstanding Common
Shares of the Company (other than a change in par value, or from par value to no
par value, or from no par value to par value, or as a result of an issuance of
Common Shares by way of dividend or other distribution or of a subdivision or
combination), or in case of any consolidation or merger of the Company with or
into another corporation (other than a merger with a subsidiary in which merger
the Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other change of outstanding Common
Shares of the class issuable upon exercise of this Warrant) or in case of any
sale or conveyance to another corporation of the property of the Company as an
entirety or substantially as an entirety, the Company shall cause effective
provision to be made so that the Holder shall have the right thereafter, by
exercising this Warrant, to purchase the kind and amount of shares of stock and
other securities and property which the Holder would have received upon such
reclassification, capital reorganization or other change, consolidation, merger,
sale or conveyance had this Warrant been exercised prior to the consummation of
such transaction. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section (i) shall
similarly apply to successive reclassifications, capital reorganizations and
changes of Common Shares and to successive consolidations, mergers, sales or
conveyances. In the event the Company spins off a subsidiary by distributing to
the shareholders of the Company as a dividend or otherwise the stock of the
subsidiary, the Company shall reserve for the life of this Warrant, shares of
the subsidiary to be delivered to the Holders of the Warrants upon exercise to
the same extent as if they were owners of record of the Warrant Shares on the
record date for distribution of the shares of the subsidiary.

         (K) REGISTRATION UNDER THE SECURITIES ACT OF 1933.

                  (1) By no later than March 10, 2000, the Company will file and
         have declared effective a registration statement under the Securities
         Act of 1933, as amended (the "Act"), registering the Warrant Shares for
         resale. If for any reason such registration statement is not declared
         effective on or before March 10, 2000, the Exercise Price shall be
         reduced to $1.50. If such registration statement is not declared
         effective on or after March 11, 2000 and on or before April 9, 2000,
         the Exercise Price shall be reduced to $1.25 commencing April 10, 2000.
         The Exercise Price shall be reduced an additional $0.25 for each thirty
         (30) day period or portion thereof commencing May 10, 2000, that such
         registration statement is not declared effective; provided that, the
         Exercise Price shall not be reduced to below $0.25.



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         Upon any reduction in the Exercise Price pursuant to this Section
         (j)(1), the number of Warrant Shares the Holder of this Warrant shall
         be entitled to purchase shall be increased to such number as is
         determined by dividing $178,500 by the reduced Exercise Price. Nothing
         contained herein shall relieve the Company of the requirement to file
         and have declared effective such registration statement by March 10,
         2000, or relieve the Company for liability for any damages that the
         Holder may incur as a result of the failure of the Company to comply
         with such requirement.

                  (2) In connection with such registration statement, the
         Company shall:

                           (A) Supply to each selling Holder a copy of the
                  registration statement and a reasonable number of copies of
                  the preliminary, final and other prospectus in conformity with
                  requirements of the Act and the Rules and Regulations
                  promulgated thereunder and such other documents as the Holders
                  shall reasonably request.

                           (B) Bear the complete cost and expense (other than
                  any selling commissions relating to the sale of the Warrant
                  Shares, which shall be paid by the sellers thereof) of such
                  registration statement.

                           (C) Keep effective such registration statement until
                  the first of the following events occur: (i) 12 months have
                  elapsed after the effective date of such registration
                  statement or (ii) all of the registered Warrant Shares issued
                  by the Company either before or after the effective date of
                  such registration statement have been publicly sold under such
                  registration statement.

                           (D) Use its best efforts to register or qualify the
                  Warrant Shares for sale in those states requested by the
                  person selling the Warrant Shares; provided that, the Company
                  shall not be required to register or qualify Warrant Shares
                  for sale in any state in which the sale of the Warrant Shares
                  by the person selling the Warrant Shares would be exempt from
                  having to be registered or qualified in such state. The
                  determination of whether or not such an exemption exists shall
                  be made by counsel for the Company and such determination
                  shall be provided in writing to the person desiring to sell
                  Warrant Shares in a state.

                           (E) Indemnify and hold harmless each such Holder and
                  each underwriter, within the meaning of the Act, who may
                  purchase from or sell for any such Holder, any Warrant Shares,
                  from and against any and all losses, claims, damages, and
                  liabilities (including but not limited to, any and all
                  expenses whatsoever reasonably incurred in investigating,
                  preparing, defending or settling any claim) arising from (i)
                  any untrue or alleged untrue statement of a material fact
                  contained in any registration statement furnished pursuant to
                  clause (A) of this subsection, or any prospectus included
                  therein or (ii) any omission or alleged omission to state
                  therein a material fact required to be stated therein or
                  necessary to make the statements therein not misleading
                  (unless such untrue statement or omission or such alleged
                  untrue statement or omission was based upon information
                  furnished or required to be




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                  furnished in writing to the Company by such Holder or
                  underwriter expressly for use therein), which indemnification
                  shall include each person, if any, who controls any such
                  Holder or underwriter within the meaning of the Act; provided,
                  however, that the Company shall not be so obligated to
                  indemnify any such Holder or underwriter or controlling person
                  unless such Holder and underwriter shall at the same time
                  indemnify the Company, its directors, each officer signing any
                  registration statement or any amendment to any registration
                  statement and each person, if any, who controls the Company
                  within the meaning of the Act, from and against any and all
                  losses, claims, damages and liabilities (including, but not
                  limited to, any and all expenses whatsoever reasonably
                  incurred in investigating, preparing, defending or settling
                  any claim) arising from (i) any untrue or alleged untrue
                  statement of a material fact contained in any registration
                  statement or prospectus furnished pursuant to Clause (A) of
                  this subsection, or (ii) any omission or alleged omission to
                  state therein a material fact required to be stated therein or
                  necessary to make the statements therein not misleading, but
                  the indemnity of such Holder, underwriter or controlling
                  person shall be limited to liability based upon information
                  furnished, or required to be furnished, in writing to the
                  Company by such Holder or underwriter or controlling person
                  expressly for use therein. The Company shall not be liable for
                  amounts paid in settlement of any such litigation if such
                  settlement was effected without the consent of the Company.
                  The indemnity agreement of the Company herein shall not inure
                  to the benefit of any such underwriter (or to the benefit of
                  any person who controls such underwriter) on account of any
                  losses, claims, damages, liabilities (or actions or
                  proceedings in respect thereof) arising from the sale of any
                  of such Warrant Shares by such underwriter to a person if such
                  underwriter failed to send or give a copy of the prospectus
                  furnished pursuant to Clause (A) of this subsection, as the
                  same may then be supplemented or amended (if such supplement
                  or amendment shall have been furnished to the Holders pursuant
                  to said Clause (A)), to such person with or prior to the
                  written confirmation of the sale involved.

                  (3) Each Holder shall supply such information as the Company
         may reasonably require from such Holder, or any underwriter for such
         Holders, for inclusion in such registration statement or posteffective
         amendment.

                  (4) The Company's agreements with respect to the Warrant
         Shares in this Section will continue in effect regardless of the
         exercise or surrender of this Warrant.

                  (5) Any notices or certificates by the Company to the Holder
         and by the Holder to the Company shall be deemed delivered if in
         writing and delivered personally or sent by certified mail, return
         receipt requested, to the Holder, addressed to the Holder at the
         Holder's address as set forth on the Warrant or stockholder register of
         the Company, or, if the Holder has designated, by notice in writing to
         the Company, any other address, to such other address, and, if to the
         Company, addressed to it at 4801 West 81st Street, Suite 112,
         Bloomington, Minnesota 55437. The Company may change its address by
         written notice to the Holder.



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         (L) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. The Company may
cause the following legend, or one similar thereto, to be set forth on the
Warrants and on each certificate representing Warrant Shares or any other
security issued or issuable upon exercise of this Warrant not theretofore
distributed to the public or sold to underwriters for distribution to the public
pursuant to Section (j) hereof; unless legal counsel for the Company is of the
opinion as to any such certificate that such legend, or one similar thereto, is
unnecessary:

         "The securities represented by this certificate may not be offered for
         sale, sold or otherwise transferred except pursuant to an effective
         registration statement made under the Securities Act of 1933 (the
         "Act") and under any applicable state securities law, or pursuant to an
         exemption from registration under the Act and under any applicable
         state securities law, the availability of which is to be established to
         the satisfaction of the Company."

         (M) EXCHANGE PROVISIONS.

                  (1) For purposes of this Section (l), this Warrant shall be
         deemed to represent the same number of Warrants as there are Warrant
         Shares underlying this Warrant. For example, if there are 10,000
         Warrant Shares underlying this Warrant, then for purposes of this
         Section (l) the Holder shall be deemed to hold 10,000 Warrants.

                  (2) For purposes of this Section (l), the following terms
         shall have the following meanings:

                           (A) "Current Market Value of a Warrant Share" shall
                  be the current value of a Warrant Share as determined under
                  Section (c)(1) or (2) hereof except that the time of the
                  determination thereunder shall be the last business day prior
                  to the day the Company receives a notice from the Holder under
                  this Section (l).

                           (B) "Warrant Value" shall mean the Current Market
                  Value of a Warrant Share minus or less the Exercise Price
                  payable under this Warrant as of the close of business on the
                  last business day prior to the day the Company receives a
                  notice from the Holder under this Section (l).

                  (3) The Holder shall have the right to exchange, in a cashless
         transaction, all or part of the Holder's Warrants for Common Shares
         issued by the Company at anytime prior to the Expiration Date of such
         Warrants by providing written notice ("Notice") to the Company.

                  (4) Within 10 days after receipt of such Notice by the
         Company, the Company shall issue the number of Common Shares of the
         Company to the Holder which is determined by dividing the Warrant Value
         of the Warrants being exchanged by the Current Market Value of a
         Warrant Share as of the date the Notice is received by the Company.



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<PAGE>   10

                  (5) The Holder shall surrender the Warrant which the Holder is
         exchanging for Common Shares upon receipt thereof. If the entire
         Warrant is being exchanged by the Holder for Common Shares, the Company
         shall cancel the entire Warrant. If less than the entire Warrant is
         being exchanged for Common Shares, the Company shall issue a new
         Warrant to the Holder representing the portion of this Warrant which
         was not exchanged for Common Shares.

         (N) APPLICABLE LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the state of Colorado.

Dated:  December 10, 1999


                                       POPMAIL.COM,  INC.



                                       By:
                                          --------------------------------------
                                          Thomas W. Orr, Chief Financial Officer




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<PAGE>   11



                                  PURCHASE FORM



                                       Dated:
                                             -----------------------------------


         The undersigned hereby irrevocably elects to exercise the Warrant to
the extent of purchasing              shares of Common Shares and hereby makes
payment of $                in payment of the actual exercise price thereof.


                     INSTRUCTIONS FOR REGISTRATION OF SHARES


Name:
     ---------------------------------------------------------------------------
                  (Please typewrite or print in block letters)

Address:
        ------------------------------------------------------------------------

Signature:
          ----------------------------------------------------------------------


                                 ASSIGNMENT FORM



                                       Dated:
                                             -----------------------------------

FOR VALUE RECEIVED,
                   -------------------------------------------------------------

hereby sells, assigns and transfers unto
                                        ----------------------------------------

Name:
     ---------------------------------------------------------------------------
                  (Please typewrite or print in block letters)

Address:
        ------------------------------------------------------------------------
the right to purchase Common Shares represented by this Warrant to the extent of
Common Shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint, attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.


                                       Signature:



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