NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR ANY OTHER  STATE  SECURITIES  LAWS IN  RELIANCE  UPON AN  EXEMPTION  FROM THE
REGISTRATION  REQUIREMENTS  OF THE SECURITIES  ACT AND SUCH OTHER LAWS.  NEITHER
THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD,  PLEDGED,
TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT AND SUCH  STATE LAWS OR IN A
TRANSACTION  WHICH IS  EXEMPT  FROM  REGISTRATION  UNDER THE  PROVISIONS  OF THE
SECURITIES ACT AND SUCH LAWS.



                             STOCK PURCHASE WARRANT


                   To Purchase _____ Shares of Common Stock of

                               SEDONA CORPORATION

                  THIS CERTIFIES  that, for value received,  _____________  (the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter
set forth,  at any time on or after  February  28, 2000 (the  "Initial  Exercise
Date")  and on or prior to the  close of  business  on  February  28,  2003 (the
"Termination  Date") but not  thereafter,  to subscribe  for and  purchase  from
Sedona Corporation,  a corporation incorporated in Pennsylvania (the "Company"),
up to  __________________  shares (the "Warrant Shares") of Common Stock,  $.001
par value, of the Company (the "Common Stock").  The purchase price of one share
of Common Stock (the "Exercise  Price") under this Warrant shall be $5.037 (130%
of the  closing  bid price of the Common  Stock on the  Principal  Market on the
Closing Date). The Exercise Price and the number of shares for which the Warrant
is exercisable  shall be subject to adjustment as provided herein.  In the event
of any conflict between the terms of this Warrant and the Convertible  Preferred
Stock and Warrants  Purchase  Agreement  dated  February 25, 2000 (the "Purchase
Agreement"),  the Purchase  Agreement shall control.  Capitalized terms used and
not otherwise defined herein shall have the meanings set forth for such terms in
the Purchase Agreement.



<PAGE>




     1.   Title to Warrant.  Prior to the  Termination  Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
holder hereof in person or by duly authorized  attorney,  upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.

     2.   Authorization  of Shares.  The Company  covenants  that all shares of
Common Stock  which may be issued  upon the exercise  of  rights represented  by
this Warrant will, upon exercise of the rights represented by this Warrant,  be
duly authorized, validly issued, fully paid and nonassessable  and free from all
taxes,  liens and charges in respect of the issue  thereof  (other than taxes in
respect  of any  transfer  occurring  contemporaneously  with  such  issue).  3.
Exercise  of Warrant.  Except as  provided in Section 4 herein,  exercise of the
purchase rights  represented by this Warrant may be made at any time or times on
or after the  Initial  Exercise  Date,  and before the close of  business on the
Termination  Date by the  surrender  of this  Warrant and the Notice of Exercise
Form annexed hereto duly  executed,  at the office of the Company (or such other
office or agency of the Company as it may  designate by notice in writing to the
registered holder hereof at the address of such holder appearing on the books of
the  Company)  and upon  payment of the  Exercise  Price of the  shares  thereby
purchased by wire transfer or cashier's check drawn on a United States bank, the
holder of this Warrant shall be entitled to receive a certificate for the number
of  shares of Common  Stock so  purchased.  Certificates  for  shares  purchased
hereunder  shall be delivered to the holder hereof within three (3) Trading Days
after the date on which this Warrant  shall have been  exercised  as  aforesaid.
This Warrant  shall be deemed to have been  exercised  and such  certificate  or
certificates shall be deemed to have been issued, and Holder or any other person
so  designated  to be named  therein  shall be deemed to have become a holder of
record of such  shares for all  purposes,  as of the date the  Warrant  has been
exercised by payment to the Company of the Exercise Price and all taxes required
to be paid by Holder,  if any,  pursuant  to Section 5 prior to the  issuance of
such shares,  have been paid. If this Warrant shall have been exercised in part,
the Company shall,  at the time of delivery of the  certificate or  certificates
representing  Warrant  Shares,  deliver to Holder a new Warrant  evidencing  the
rights of Holder to purchase the  unpurchased  shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical with
this Warrant.  . If there is no registration in effect  permitting the resale by
the  Holder of the  Warrant  Shares at any time from and after one year from the
issuance  date of this  Warrant,  then the  Holder  shall  have  the  right to a
"cashless  exercise"  in  which  the  Holder  shall be  entitled  to  receive  a
certificate for the number of shares equal to the quotient  obtained by dividing
[(A-B) (X)] by (A), where:

(A) = the average of the high and low trading  prices per share of Common  Stock
on the Trading Day preceding the date of such election;

(B) = the Exercise Price of the Warrant; and

(X) = the number of shares  issuable  upon exercise of the Warrant in accordance
with the terms of this Warrant.

     4.   No Fractional  Shares or Scrip.  No fractional  shares or scrip
representing fractional  shares shall be issued upon the exercise of this
Warrant.  As to any fraction of a share which  Holder would  otherwise be
entitled to purchase  upon such exercise,  the Company shall pay a cash
adjustment in respect of such final fraction in an amount equal to the Exercise
Price.

     5.   Charges,  Taxes and Expenses.  Issuance of certificates for shares of
Common Stock upon the exercise of this  Warrant shall be made without charge to
the holder  hereof for any issue or transfer  tax or other incidental expense in
respect of the  issuance of such  certificate,  all of which taxes and  expenses
shall be paid by the Company,  and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant;  provided,  however,  that in the event certificates for
shares of Common  Stock  are to be issued in a name  other  than the name of the
holder of this  Warrant,  this Warrant when  surrendered  for exercise  shall be
accompanied by the Assignment  Form attached  hereto duly executed by the holder
hereof; and the Company may require,  as a condition  thereto,  the payment of a
sum  sufficient  to reimburse it for any transfer  tax  incidental  thereto.

     6.   Closing of Books. The Company will not close its shareholder books or
records in any manner which  prevents the timely  exercise of this  Warrant.

     7.   Transfer,Division and Combination.  (a) Subject to compliance with any
applicable securities laws,  transfer of this  Warrant and all rights hereunder,
in  whole  or in part,  shall  be registered  on the books of the  Company to be
maintained for such  purpose,  upon  surrender of this Warrant at the  principal
office of the Company, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by Holder or its agent
or attorney and funds sufficient to pay any transfer taxes payable upon the
making of such  transfer.  Upon such surrender and, if required, such payment,
the Company shall executeand deliver a new Warrant or Warrants in the name of
the assignee or assignees and in the denomination or denominations specified  in
such  instrument  of assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled. A Warrant, if properly assigned, may be exercised by a
new holder for the purchase of shares of Common Stock without having a new
Warrant issued.

       (b)  This Warrant may be divided or combined with other  Warrants upon
presentation hereof at the aforesaid  office of the Company,  together with a
written  notice specifying the names and denominations in which new Warrants are
to be issued, signed by Holder or its agent or attorney.  Subject to  compliance
with Section 7(a), as to any transfer which may be involved in such division or
combination, the Company  shall execute and deliver a new Warrant or Warrants in
exchange for the  Warrant or  Warrants  to be divided or  combined in accordance
with such notice.

          (c)  The Company shall  prepare,  issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under this Section 7.

          (d)  The Company agrees to maintain, at its aforesaid office, books
for the registration and the registration of transfer of the Warrants.

     8.   No Rights as Shareholder until Exercise. This Warrant does not entitle
the holder  hereof to any  voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise Price,  the Warrant Shares so purchased shall
be and be deemed to be issued to such holder as the record  owner of such shares
as of the  close of  business  on the  later of the  date of such  surrender  or
payment.

     9.   Loss,  Theft,  Destruction  or  Mutilation  of  Warrant.  The  Company
covenants that upon receipt by the Company  of evidence reasonably  satisfactory
to it of the loss, theft,  destruction or mutilation of this Warrant certificate
or any stock certificate relating to the  Warrant Shares,  and  in case of loss,
theft or destruction,  of indemnity  or  security reasonably satisfactory  to it
(which  shall  not  include  the posting of any bond),  and  upon surrender  and
cancellation  of such  Warrant or stock  certificate,  if mutilated, the Company
will make and deliver a new  Warrant or  stock  certificate  of like  tenor  and
dated as of such cancellation,  in lieu of such  Warrant  or stock  certificate.

     10.  Saturdays, Sundays, Holidays, etc.  If the last or  appointed  day for
the  taking of any action or the  expiration  of any right  required  or granted
herein  shall be a Saturday, Sunday or a legal holiday, then such action may  be
taken or such right may be  exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

     11.  Adjustments of Exercise Price and Number of Warrant Shares.  (a) Stock
Splits, etc.  The number and kind of securities purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment from  time to
time  upon  the  happening  of any of the  following.  In case the Company shall
(i)  pay a dividend in shares of Common Stock or make a distribution  in  shares
of Common Stock to holders of its outstanding Common Stock,  (ii) subdivide  its
outstanding  shares of Common Stock into a greater number of  shares  of  Common
Stock,  (iii) combine its outstanding shares  of  Common Stock  into  a  smaller
number of shares of Common  Stock or (iv)  issue any shares of its capital stock
in a reclassification  of the Common Stock,  then the number  of  Warrant Shares
purchasable upon exercise of this Warrant  immediately  prior  thereto  shall be
adjusted so that the holder of this Warrant  shall be entitled to  receive   the
kind and number of Warrant  Shares or other  securities  of  them Company  which
he would have  owned or have been  entitled  to  receive  had  such Warrant been
exercised in advance thereof. Upon each such adjustment of  the kind and  number
of  Warrant  Shares or other  securities  of the  Company  which are purchasable
hereunder,  the holder of this Warrant shall thereafter be  entitled to purchase
the number of Warrant Shares or other securities resulting from  such adjustment
at  an  Exercise  Price  per  Warrant  Share  or  other  security  obtained   by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares  purchasable  pursuant hereto  immediately prior to
such adjustment and dividing by the number of Warrant Shares or other securities
of the Company  resulting from such  adjustment.  An adjustment made pursuant to
this paragraph shall become  effective  immediately  after the effective date of
such event retroactive to the record date, if any, for such event.

          (b)  Reorganization,  Reclassification,  Merger,  Consolidation or
Disposition of Assets.  In case the Company shall  reorganize  its capital,
reclassify  its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving  corporation  or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another  corporation  and,  pursuant to the terms  of such
reorganization,  reclassification,  merger,  consolidation  or  disposition   of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares  of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase  rights) in addition to or
in lieu of common  stock  of  the successor  or  acquiring  corporation  ("Other
Property"), are to be received  by or distributed to the holders of Common Stock
of the Company,  then Holder shall  have  the right thereafter to receive,  upon
exercise of this Warrant, the number of shares of common stock of the  successor
or acquiring  corporation or of the Company, if it is the surviving corporation,
and  Other  Property  receivable  upon  or  as a  result of such reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the number of  shares  of  Common  Stock  for  which this Warrant is exercisable
immediately  prior  to  such  event.   In  case  of  any  such   reorganization,
reclassification, merger, consolidation or disposition of assets,  the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and punctual  observance  and performance  of  each  and  every covenant and
condition of this Warrant  to  be  performed and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors  of the  Company)  in  order  to provide for adjustments  of shares of
Common  Stock for which this  Warrant  is  exercisable  which shall be as nearly
equivalent as practicable to the adjustments  provided   for in this Section 11.
For purposes of this  Section 11,  "common  stock of the  successor or acquiring
corporation"  shall include stock of  such corporation of any class which is not
preferred as to dividends or assets  over  any  other  class  of  stock  of such
corporation  and which is not subject to redemption  and shall also include  any
evidences of indebtedness,  shares  of  stock  or  other  securities  which  are
convertible  into or exchangeable for any such stock, either immediately or upon
the arrival of a specified  date or the  happening of a specified  event and any
warrants or other  rights to subscribe  for or  purchase  any  such  stock.  The
foregoing  provisions  of  this Section 11  shall  similarly apply to successive
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.

     12. Voluntary Adjustment by the Company. The Company may at any time during
the term of this Warrant,  reduce the then current  Exercise Price to any amount
and for any period of time deemed  appropriate  by the Board of Directors of the
Company.

     13.  Notice of Adjustment.  Whenever the number of Warrant Shares or number
or kind of securities or other property  purchasable  upon the  exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested,  to the
holder of this Warrant notice of such  adjustment or  adjustments  setting forth
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise  Price of such Warrant Shares (and
other  securities  or property)  after such  adjustment,  setting  forth a brief
statement  of  the  facts  requiring  such  adjustment  and  setting  forth  the
computation by which such  adjustment was made.  Such notice,  in the absence of
manifest  error,  shall  be  conclusive  evidence  of the  correctness  of  such
adjustment.

     14.  Notice of Corporate Action. If at any time:

          (a)  the  Company  shall take a record of the  holders  of its Common
Stock for the purpose of entitling  them to receive a dividend or other
distribution,  or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property,  or to receive any other right, or

     (b)  there shall be any capital  reorganization of the Company, any
reclassification or  recapitalization of the capital stock of the Company or any
consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially  all the property, assets or business of the
Company to,  another corporation or,

     (c)  there shall be a voluntary or involuntary dissolution,  liquidation or
winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 30 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property deliverable upon such disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered in accordance with Section 16(d).

     15.  Authorized  Shares. The Company covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a sufficient  number of shares to provide for the  issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall  constitute  full
authority to its officers who are charged with the duty of executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be necessary to assure that such
Warrant  Shares may be issued as provided  herein  without  violation of any
applicable  law or regulation, or of any requirements of the Principal Market
upon which the Common Stock may be listed.

          The  Company shall not by any  action, including,  without limitation,
amending  its certificate of incorporation or through any reorganization,
transfer of assets, consolidation,  merger,  dissolution,  issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this  Warrant,  but will at all times in
good  faith  assist in the carrying  out of all such terms and in the taking of
all such  actions as may be necessary or  appropriate  to protect the rights of
Holder against impairment.  Without limiting  the generality  of the  foregoing,
the Company will (a) not increase  the par  value of any shares  of Common Stock
receivable  upon the exercise of this Warrant above the amount  payable therefor
upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be  necessary or  appropriate  in order that the Company may
validly and legally issue fully paid and  nonassessable  shares of Common Stock
upon the exercise of this  Warrant,  and (c) use its best efforts to obtain all
such  authorizations, exemptions  or consents  from any public  regulatory  body
having jurisdiction thereof as may be necessary to enable the Company to perform
its  obligations under this Warrant.

          Upon the request of  Holder, the Company will at any time  during  the
period  this Warrant is outstanding  acknowledge in writing, in form reasonably
satisfactory to Holder,  the continuing  validity of this Warrant and the
obligations of the Company hereunder.

          Before taking any action which would cause an adjustment  reducing the
current Exercise Price below the then par value, if any, of the shares of Common
Stock  issuable upon exercise of the Warrants, the Company shall take any
corporate action which may be necessary  in order that the Company may validly
and legally  issue fully paid and  non-assessable shares of such Common Stock at
such adjusted  Exercise Price.

          Before  taking any action  which would result in an adjustment  in the
number of shares of Common Stock for which this Warrant is exercisable or in the
Exercise  Price, the Company shall obtain all such authorizations or  exemptions
thereof,  or consents thereto,  as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

     16.  Miscellaneous.

          (a)  Jurisdiction.  This Warrant shall be binding upon any successors
or assigns of the Company.  This Warrant shall  constitute a contract under the
laws of New York without regard to its conflict of law, principles or rules, and
be subject to arbitration pursuant to the terms set forth in the Purchase
Agreement.

          (b)  Restrictions.  The  holder hereof  acknowledges that the  Warrant
Shares acquired  upon the  exercise  of this  Warrant,  if not  registered, will
have restrictions  upon resale  imposed by state and  federal  securities  laws.

          (c)  Nonwaiver and Expenses.  No course of dealing or any delay or
failure to exercise any right  hereunder  on the part of Holder  shall  operate
as a  waiver of such right or otherwise prejudice  Holder's rights,  powers or
remedies, notwithstanding  all rights hereunder  terminate on the Termination
Date. If the Company fails to comply with any  provision of this  Warrant,  the
Company shall pay to  Holder  such  amounts as shall be  sufficient to cover any
costs and expenses including,  but not limited to, reasonable  attorneys' fees,
including those of appellate proceedings, incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights,  powers
or remedies hereunder.

          (d)  Notices.  Any  notice,  request or other  document  required or
permitted to be given or delivered to the holder  hereof by the Company shall be
delivered in accordance  with the notice  provisions of the Purchase  Agreement.

          (e)  Limitation of Liability.  No provision hereof, in the absence of
affirmative action by Holder to purchase shares of Common Stock,  and no
enumeration  herein of the rights or privileges of Holder  hereof,  shall give
rise to any liability of Holder for the purchase price of any Common Stock or as
a stockholder of the Company,  whether such liability is asserted by the Company
or by creditors of the Company.
          (f)  Remedies. Holder, in addition to being entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.
          (g)  Successors and Assigns.  Subject to applicable securities laws,
this Warrant and the rights and obligations evidenced  hereby shall inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable  by any such Holder or holder of Warrant  Shares.

          (h)  Indemnification.  The Company agrees to indemnify and hold
harmless Holder from and against any liabilities, obligations,  losses, damages,
penalties, actions, judgments,  suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against  Holder in any manner  relating  to or arising out of any failure by the
Company to perform or  observe  in  any  material   respect  any  of  its
covenants,   agreements, undertakings or obligations set forth in this Warrant;
provided, however, that the Company will not be liable  hereunder  to the extent
that any  liabilities, obligations,  losses, damages,  penalties,  actions,
judgments, suits, claims, costs, attorneys' fees, expenses or disbursements  are
found  in  a  final non-appealable  judgment by a court to have resulted  from
Holder's  negligence, bad faith or willful  misconduct  in  its  capacity  as  a
stockholder or warrantholder of the Company.

          (i)  Amendment.  This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.

          (j)  Severability.  Wherever  possible, each provision of this Warrant
shall be  interpreted  in such manner as to be effective and valid under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the  remaining  provisions  of this  Warrant.  (k)  Headings.  The
headings  used in this Warrant are for the  convenience  of  reference  only and
shall not, for any purpose, be deemed a part of this Warrant.

          IN WITNESS WHEREOF,  the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated:  February _____, 2000
                              SEDONA CORPORATION



                              By:_______________________________________
                                 Marco A. Emrich, President and CEO



<PAGE>

                               NOTICE OF EXERCISE



To:      SEDONA CORPORATION



          (1) The undersigned  hereby elects to purchase ________ shares of
Common  Stock (the "Common  Stock"),  of Sedona  Corporation  pursuant to the
terms of the  attached  Warrant,  and tenders  herewith  payment of the exercise
price in full, together with all applicable transfer taxes, if any.

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


                      ____________________________________
                      (Name)


                      ____________________________________
                      (Address)

                      ____________________________________





Dated:

                                 _______________________________________
                                 Signature





<PAGE>
                                ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                      Do not use this form to exercise the
                                   warrant.)



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


_______________________________________________ whose address is

_________________________________________________________________.


_________________________________________________________________


                                             Dated:  ______________, _______


                Holder's Signature: _____________________________


                Holder's Address: _______________________________

                                  _______________________________



Signature Guaranteed:  __________________________________________




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