Exhibit 4.8

         THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD,  PLEDGED, OR
OTHERWISE  TRANSFERRED WITHOUT AN EFFECTIVE  REGISTRATION THEREOF UNDER SUCH ACT
OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO THE
CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.

                        WARRANT TO PURCHASE COMMON STOCK

         This   Warrant  No.  A2   certifies   that,   for  good  and   valuable
consideration,  Woodcrest  Capital,  LLC,  a  Texas  limited  liability  company
("Holder"),  is entitled to purchase Six Hundred  Thousand  (600,000) fully paid
and nonassessable shares (the "Shares") of the common stock, $.001 par value per
share (the "Common Stock"),  of Emergisoft  Holding,  Inc., a Nevada corporation
(the  "Company"),  at the price of One Dollar and Fifty Cents  ($1.50) per Share
(the  "Warrant  Price"),  as  adjusted  pursuant  to Article 2 of this  Warrant,
subject to the  provisions  and upon the terms and  conditions set forth in this
Warrant.

                              ARTICLE 1. EXERCISE.

         1.1 Method of Exercise.  Holder may exercise this Warrant by delivering
a duly executed Notice of Exercise in substantially the form attached as Exhibit
A to the  principal  office of the  Company.  Unless  Holder is  exercising  the
conversion  right set forth in Section  1.2,  Holder  shall also  deliver to the
Company a check for the aggregate Warrant Price for the Shares being purchased.

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

         1.3 Fair Market Value. If the Shares are traded in a public market, the
Fair  Market  Value of the  Shares  shall  be the  closing  price of the  Shares
reported for the business day  immediately  before Holder delivers its Notice of
Exercise to the Company.  If the Shares are not traded in a public  market,  the
Board of  Directors  of the Company  shall  determine  Fair Market  Value in its
reasonable good faith judgment.

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

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


                                       1
<PAGE>

         1.6      Merger or Consolidation of the Company.

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

         (b)  Assumption of Warrant.  Upon the closing of any  Acquisition,  the
successor entity shall assume the obligations of this Warrant,  and this Warrant
shall be  exercisable  for the same  securities,  cash, and property as would be
payable for the Shares issuable upon exercise of the unexercised portion of this
Warrant  as if  such  Shares  were  outstanding  on  the  record  date  for  the
Acquisition  and  subsequent  closing.  The  Warrant  Price  shall  be  adjusted
accordingly.

             ARTICLE 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

         2.1 Stock  Dividends,  Splits,  Etc. If the Company  declares or pays a
dividend on its Common Stock payable in Common Stock,  or other  securities,  or
subdivides the  outstanding  Common Stock into a greater amount of Common Stock,
then upon  exercise  of this  Warrant,  for each Share  acquired,  Holder  shall
receive,  without  cost to Holder,  the total number and kind of  securities  to
which Holder  would have been  entitled had Holder owned the Shares of record as
of the date the dividend or subdivision occurred.

         2.2    Reclassification,    Exchange   or   Substitution.    Upon   any
reclassification,  exchange,  substitution,  or other  event  that  results in a
change of the number  and/or class of the  securities  issuable upon exercise or
conversion of this Warrant,  Holder shall be entitled to receive,  upon exercise
or conversion of this  Warrant,  the number and kind of securities  and property
that  Holder  would  have  received  for the  Shares  if this  Warrant  had been
exercised immediately before such reclassification,  exchange,  substitution, or
other event.  The Company or its successor  shall promptly issue to Holder a new
Warrant for such new securities or other property. The new Warrant shall provide
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments  provided  for in this  Article  2  including,  without  limitation,
adjustments  to the Warrant  Price and to the number of  securities  or property
issuable upon exercise of the new Warrant.  The provisions of this section shall
similarly apply to successive reclassifications,  exchanges,  substitutions,  or
other events.

         2.3 Adjustments for  Combinations,  Etc. If the outstanding  Shares are
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares, the Warrant Price shall be  proportionately  increased and the number
of Shares acquirable hereunder shall be proportionately decreased.

          2.4  No  Impairment.  The  Company  shall  not,  by  amendment  of its
Certificate of  Incorporation or through a  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue, or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed  under this  Warrant by the  Company,  but
shall at all times in good faith assist in carrying out of all the provisions of
this Article 2 and in taking all such action as may be necessary or  appropriate
to protect Holder's rights under this Article against impairment. If the Company
takes  any  action  affecting  the  Shares or its  Common  Stock  other  than as
described above that adversely  affects Holder's rights under this Warrant,  the
Warrant Price shall be adjusted  downward and the number of Shares

                                       2
<PAGE>

issuable upon exercise of this Warrant shall be adjusted upward in such a manner
that the aggregate Warrant Price of this Warrant is unchanged.

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

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

            ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

         3.1 Representations  and Warranties.  The Company hereby represents and
warrants to the Holder that all Shares  which may be issued upon the exercise of
the purchase right represented by this Warrant,  shall,  upon issuance,  be duly
authorized, validly issued, fully paid and nonassessable,  and free of any liens
and  encumbrances  except for  restrictions  on transfer  provided for herein or
under applicable federal and state securities laws.

         3.2 Notice of Certain Events.  If the Company proposes at any time: (a)
to declare any dividend or distribution upon its Common Stock,  whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b) to offer for  subscription pro rata to the holders of any class or series of
its stock any additional shares of stock of any class or series or other rights;
(c) to effect any  reclassification  or recapitalization of Common Stock; or (d)
to merge or  consolidate  with or into any other  corporation,  or sell,  lease,
license,  or convey all or  substantially  all of its assets,  or to  liquidate,
dissolve or wind up, then, in connection with each such event, the Company shall
give Holder (1) prompt prior  written  notice of the date on which a record will
be taken for such dividend, distribution, or subscription rights (and specifying
the date on which the holders of Common  Stock will be entitled  thereto) or for
determining rights to vote, if any, in respect of the matters referred to in (c)
and (d) above;  and (2) in the case of the  matters  referred  to in (c) and (d)
above,  prompt  prior  written  notice of the date when the same will take place
(and  specifying  the date on which the holders of Common Stock will be entitled
to exchange their Common Stock for securities or other property deliverable upon
the occurrence of such event).

         3.3 Automatic Exercise. If, as of the last day of the term hereof, this
Warrant has not been fully exercised, then as of such date this Warrant shall be
automatically  converted,  in full, in accordance with Section 1.2,  without any
action or notice by the Holder.


                                       3
<PAGE>

                         ARTICLE 4. REGISTRATION RIGHTS.

         4.1      Piggyback Registration Rights.
                  -----------------------------

         (a) If, at any time prior to the  expiration of two years from the last
date on which this  Warrant is validly  exercised,  the  Company  determines  to
Register  any of its  securities  either for its own account or the account of a
shareholder(s)  exercising demand Registration rights, other than a Registration
relating solely to employee benefit plans, or a Registration  relating solely to
a transaction  pursuant to Rule 145  promulgated  under the  Securities Act or a
Registration on any  Registration  form which does not permit secondary sales or
does not include  substantially  the same information as would be required to be
included  in a  Registration  statement  covering  the sale of the  Shares,  the
Company shall promptly give to Holder written notice thereof and include in such
Registration  (and any related  qualification  under blue sky laws),  and in any
underwriting  involved  therein,  the  number of Shares  specified  in a written
request made by Holder within ten (10) days after receipt of such written notice
from the Company so long as such  Shares have been  acquired or will be acquired
pursuant to the exercise of this  Warrant not later than the fifth  business day
prior to the filing of such Registration statement.

         (b) If the  Registration  of which the  Company  gives  notice is for a
Registered  public  offering  involving  an  underwriting,   Holder's  right  to
Registration  shall be  conditioned  upon  (i)  Holder's  participation  in such
underwriting  and (ii) the  inclusion  of  Holder's  Shares in the  underwriting
pursuant to an underwriting  agreement in customary form with the underwriter or
underwriters  selected by the Company;  provided,  however, that in the event of
any  reduction  in  the  securities  to be  included  in the  Registration,  the
securities that may be included in the Registration  and  underwriting  shall be
allocated (1) first,  to the Company,  and (2) second,  among the Holder and the
other security holders  distributing their securities through such underwriting,
in proportion (as nearly as  practicable)  to the number of shares owned by each
such party.

         4.2 Form S-3 Registration  Rights.  If, at any time before the last day
on which this Warrant is validly  exercised,  the Company receives from Holder a
written  request or requests that it effect a  Registration  on Form S-3 and any
related  qualification  or  compliance  with  respect  to all  or a part  of the
Registrable Securities of Holder, the Company shall:

         (a) promptly give written notice of the proposed Registration,  and any
related  qualification or compliance,  to all other holders of similar warrants;
and

         (b) as soon as  practicable,  effect  such  Registration  and all  such
qualifications  and  compliances  as may be so requested  and as would permit or
facilitate the sale and  distribution  of all or such portion of the Registrable
Securities as are  specified in such request,  together with all or such portion
of the Registrable  Securities of any other shareholders joining in such request
as are  specified  in a written  request  given  within  twenty  (20) days after
receipt of such written  notice from the Company;  provided,  however,  that the
Company shall not be obligated to effect any such Registration, qualification or
compliance, pursuant to this section:

                  (1) if Form S-3 is not  available  for such offering by Holder
         and the other shareholder(s);

                  (2)  if  Holder,  together  with  the  holders  of  any  other
         securities of the Company  entitled to inclusion in such  registration,
         propose to sell  Registrable


                                       4
<PAGE>

         Securities and such other  securities (if any) at an aggregate price to
         the public (net of any underwriters'  discounts or commissions) of less
         than Five Hundred Thousand Dollars ($500,000);

                  (3) if the Company furnishes to Holder and the  shareholder(s)
         proposing to participate in such registration,  a certificate signed by
         the Company's President stating that, in the good faith judgment of the
         Company's Board of Directors,  it would be seriously detrimental to the
         Company  and its  shareholders  for such  Form S-3  Registration  to be
         effected at such time,  in which event the Company shall have the right
         to defer the filing of the Form S-3 Registration statement for a period
         of not more  than one  hundred  twenty  (120)  days  after  receipt  of
         Holder's  request  under  this  section;  provided,  however,  that the
         Company  shall not utilize this right more than once in any twelve (12)
         month period;

                  (4) if the  Company  has,  within the  twenty-four  (24) month
         period  preceding  the  date  of  such  request,   already  effected  a
         Registration on Form S-3 for Holder pursuant to this section;

                  (5) in any particular  jurisdiction in which the Company would
         be required  to qualify to do business or to execute a general  consent
         to service of process in effecting such Registration,  qualification or
         compliance; or

                  (6) of Shares which have not been acquired or that will not be
         acquired  pursuant to the exercise of this Warrant or similar  warrants
         before the fifth  business day prior to the filing of the  Registration
         statement.

                  (c) Subject to the  foregoing,  the Company shall use its best
         efforts  to file a  Registration  statement  covering  the  Registrable
         Securities  and other  securities so requested to be Registered as soon
         as practicable after receipt of Holder's request.

         4.3  Expenses  of Company  Registrations.  The  Company  shall bear all
Registration   expenses   incurred   in   connection   with  any   Registration,
qualification  or  compliance  pursuant to this Article 4 (exclusive  of Selling
Expenses).

         4.4  Registration  Procedures.   In  the  case  of  each  Registration,
qualification or compliance effected by the Company pursuant hereto, the Company
shall keep Holder advised in writing as to the initiation of each  Registration,
qualification and compliance and as to the completion  thereof.  At its expense,
the Company shall:

                  (a)  Keep  such  Registration,   qualification  or  compliance
         effective for a period of one hundred twenty (120) days or until Holder
         has completed the distribution  described in the Registration statement
         relating thereto, whichever first occurs;

                  (b) Furnish such number of  prospectuses  and other  documents
         incident thereto as Holder from time to time may reasonably request;

                  (c)  Prepare  and  file  with  the   Securities  and  Exchange
         Commission  such  amendments  and  supplements  to  such   Registration
         statement and the prospectus used in connection with such  Registration
         statement  as may be  necessary  to comply with the

                                       5
<PAGE>
         provisions of the Securities Act with respect to the disposition of all
         securities covered by such Registration statement;

                  (d)  Use  its  best   efforts  to  Register  and  qualify  the
         securities  covered  by such  Registration  statement  under such other
         securities or blue sky laws of such  jurisdictions as Holder reasonably
         requests;  provided, however, that the Company shall not be required in
         connection  therewith  or  as a  condition  thereto  to  qualify  to do
         business or to file a general consent to service of process in any such
         states or jurisdictions;

                  (e) In the event of any underwritten  public  offering,  enter
         into and perform its obligations  under an underwriting  agreement,  in
         usual  and  customary  form,  with  the  managing  underwriter  of such
         offering.  Holder  shall also enter into and  perform  its  obligations
         under such an agreement;

                  (f) Notify  Holder at any time when a  prospectus  relating to
         Shares is  required to be  delivered  under the  Securities  Act of the
         happening of any event as a result of which the prospectus  included in
         such  Registration  statement,  as then in effect,  includes  an untrue
         statement of a material fact or omits to state a material fact required
         to be stated  therein or necessary to make the  statements  therein not
         misleading in the light of the circumstances then existing;

                  (g) Provide a transfer agent and registrar for all Registrable
         Securities  Registered  pursuant to such  Registration  statement and a
         CUSIP  number  for all such  Registrable  Securities,  in each case not
         later than the effective date of such Registration; and

                  (h)  Furnish,  at  Holder's  request,  on the date  that  such
         Registrable  Securities are delivered to the  underwriters  for sale in
         connection with such Registration,  (i) an opinion, dated such date, of
         the  counsel   representing  the  Company  for  the  purposes  of  such
         Registration,  in  form  and  substance  as  is  customarily  given  to
         underwriters  in an  underwritten  public  offering,  addressed  to the
         underwriters,  and (ii) a letter,  dated such date,  from the Company's
         independent  certified public accountants,  in form and substance as is
         customarily  given  by  independent  certified  public  accountants  to
         underwriters  in an  underwritten  public  offering,  addressed  to the
         underwriters.

         4.5      Indemnification.

                  (a)  The  Company  shall,   if  Shares  are  included  in  the
         securities as to which a Registration,  qualification or compliance has
         been effected  pursuant to this Article 4,  indemnify  Holder,  each of
         Holder's directors,  officers, employees and agents, and each entity or
         person  controlling  Holder  within  the  meaning  of Section 15 of the
         Securities Act, and each underwriter, if any, and each entity or person
         who  controls any  underwriter  within the meaning of Section 15 of the
         Securities  Act,  against  all  expense,  claims,  losses,  damages and
         liabilities  (or  actions in  respect  thereof),  including  any of the
         foregoing  incurred  in  settlement  of any  litigation,  commenced  or
         threatened, arising out of or based on any untrue statement (or alleged
         untrue  statement)  of a material  fact  contained in any  Registration
         statement,  prospectus,  offering  circular or other  document,  or any
         amendment or  supplement  thereto,  incident to any such  Registration,
         qualification  or  compliance,  or based on any  omission  (or  alleged
         omission)  to state  therein  a  material  fact  required  to be stated
         therein or necessary to make the  statements  therein,  in light of


                                       6
<PAGE>

         the  circumstances  in which they were  made,  not  misleading,  or any
         violation by the Company of any rule or  regulation  promulgated  under
         the  Securities Act applicable to the Company and relating to action or
         inaction   required  of  the  Company  in  connection   with  any  such
         Registration,  qualification or compliance, and shall reimburse Holder,
         each of Holder's  directors,  officers,  employees and agents, and each
         entity or person  controlling  Holder,  each such  underwriter and each
         entity or person who controls any such  underwriter,  for any legal and
         any other expense reasonably incurred in connection with investigating,
         preparing  or  defending  any such claim,  loss,  damage,  liability or
         action,  provided  that the Company shall not be liable to Holder or an
         underwriter  in any such case to the extent that any such claim,  loss,
         damage,  liability  or expense  which  arises out of or is based on any
         untrue  statement or omission or alleged  untrue  statement or omission
         made in  reliance  upon  and in  conformity  with  written  information
         furnished to the Company by an instrument duly executed by Holder or an
         underwriter and stated to be specifically for use therein.

                  (b) Holder shall,  if Shares are included in the securities as
         to which a Registration,  qualification or compliance has been effected
         pursuant  to  this  Article  4,  indemnify  the  Company,  each  of its
         directors  and  officers,  each  underwriter,  if any, of the Company's
         securities covered by such  Registration,  qualification or compliance,
         each  entity or person who  controls  the  Company or such  underwriter
         within the meaning of Section 15 of the Securities Act, and each of its
         directors, officers, employees and agents, against all expense, claims,
         losses,  damages  and  liabilities  (or  actions in  respect  thereof),
         including any of the foregoing incurred in settlement of any litigation
         commenced  or  threatened,  arising  out  of or  based  on  any  untrue
         statement (or alleged untrue statement) of a material fact contained in
         any  Registration  statement,  prospectus,  offering  circular or other
         document, or any amendment or supplement thereof,  incident to any such
         Registration,  qualification or compliance or based on any omission (or
         alleged  omission)  to state  therein a material  fact  required  to be
         stated  therein or necessary  to make the  statements  therein,  in the
         light of the circumstances in which they were made, not misleading,  or
         any  violation  by the  Company of any rule or  regulation  promulgated
         under the Securities  Act applicable to the Company in connection  with
         any  such  Registration,   qualification,   or  compliance,  and  shall
         reimburse the Company,  such directors,  officers,  employees,  agents,
         underwriters  or control  persons  for any legal or any other  expenses
         reasonably  incurred in  connection  with  investigating,  preparing or
         defending any such claim,  loss,  damage,  liability or action, in each
         case to the extent, but only to the extent,  that such untrue statement
         (or alleged untrue statement) or omission (or alleged omission) is made
         in such Registration  statement,  prospectus offering circular or other
         document or any amendment or supplement thereto in reliance upon and in
         conformity  with  written  information  furnished  to the Company by an
         instrument  duly executed by Holder and stated to be  specifically  for
         use therein;  provided,  however,  that Holder's obligations  hereunder
         shall be limited to an amount equal to the proceeds Holder received for
         Shares sold as contemplated herein.

                  (c) Each party entitled to indemnification  under this section
         (the  "Indemnified  Party") shall give notice to the party  required to
         provide  indemnification (the "Indemnifying Party") promptly after such
         Indemnified  Party  has  actual  knowledge  of any  claim  as to  which
         indemnity  may be sought,  and shall permit the  Indemnifying  Party to
         assume  the  defense  of any  such  claim or any  litigation  resulting
         therefrom,  provided that counsel for the Indemnifying Party, who shall
         conduct the defense of such claim or

                                       7
<PAGE>

         litigation,  shall be approved by the Indemnified Party (whose approval
         shall not be  unreasonably  withheld),  and the  Indemnified  Party may
         participate  in such defense at its own expense,  and provided  further
         that the  failure of any  Indemnified  Party to give notice as provided
         herein  shall not relieve  the  Indemnifying  Party of its  obligations
         under this section unless such failure  resulted in actual detriment to
         the  Indemnifying  Party. No Indemnifying  Party, in the defense of any
         such  claim or  litigation,  shall,  except  with the  consent  of each
         Indemnified  Party,  consent to entry of any judgment or enter into any
         settlement which does not include as an unconditional  term thereof the
         giving by the claimant or plaintiff to such Indemnified Party a release
         from all liability in respect of such claim or litigation.

         If the indemnification  provided for in this section is held by a court
of competent jurisdiction to be unavailable to an Indemnified Party with respect
to any loss, liability,  claim, damage, or expense referred to therein, then the
Indemnifying  Party, in lieu of indemnifying  such Indemnified  Party hereunder,
shall  contribute to the amount paid or payable by such  Indemnified  Party as a
result of such loss, liability,  claim, damage, or expense in such proportion as
is appropriate to reflect the relative  fault of the  Indemnifying  Party on the
one  hand and of the  Indemnified  Party on the  other  in  connection  with the
statements or omissions that resulted in such loss, liability, claim, damage, or
expense,  as well as any other relevant equitable  considerations.  The relative
fault of the Indemnifying Party and of the Indemnified Party shall be determined
by  reference  to,  among other  things,  whether  the untrue or alleged  untrue
statement of a material fact or the omission to state a material fact relates to
information  supplied by the Indemnifying  Party or by the Indemnified Party and
the parties' relative intent, knowledge, access to information,  and opportunity
to correct or prevent such statement or omission.

                             ARTICLE 5. DEFINITIONS.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Register,"  "Registered"  and  "Registration"  refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities  Act, and the  declaration or ordering of the  effectiveness  of such
registration statement.

         "Registrable  Securities"  means  (i) the  Shares,  and (ii)  shares of
Common  Stock issued as a dividend or other  distribution  with respect to or in
exchange for or in replacement of the Shares; provided, however, that any Shares
described  in the  foregoing  clauses  that have been resold to the public shall
cease to be Registrable Securities.

         "Registration  Expenses"  means  all  expenses  the  Company  incurs in
complying with Article 4, including,  without  limitation,  all registration and
filing  fees,  printing  expenses,  fees and  disbursements  of counsel  for the
Company,  Blue Sky fees and  expenses,  and the  expenses of any special  audits
incident to or required by any such Registration.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Selling  Expenses"  means (i) all  underwriting  discounts and selling
commissions applicable to the sale of securities Registered and sold pursuant to
Article  4, (ii) any  additional  costs and  disbursements  of  counsel  for the
Company  that  result  from   inclusion  of   Registrable   Securities   in  the
Registration, and (iii) the expenses of qualifying the securities covered by the


                                       8
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Registration in a jurisdiction to the extent that the jurisdiction requires such
qualification expense to be borne by the selling security holders.

                            ARTICLE 5. MISCELLANEOUS.

         6.1 Term.  The term of this Warrant  shall  commence on the date hereof
and terminate at 5:00 p.m. Central Time on the tenth (10th)  anniversary of
the date hereof.

         6.2 Legends.  This  Warrant and the Shares  shall be  imprinted  with a
legend in substantially the following form:

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
         OF  1933,  AS  AMENDED,  AND  MAY NOT BE  SOLD,  PLEDGED  OR  OTHERWISE
         TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
         PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY
         TO THE  CORPORATION  AND ITS  COUNSEL  THAT  SUCH  REGISTRATION  IS NOT
         REQUIRED.

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

         6.4  Transfer  Procedure.  Subject to the  provisions  of Section  6.3,
Holder may transfer  this Warrant or the Shares  issuable  upon exercise of this
Warrant  by giving  the  Company  notice  setting  forth the name,  address  and
taxpayer  identification  number of the transferee and surrendering this Warrant
to the Company for reissuance to the transferee.

         6.5 Notices.  All notices and other  communications from the Company to
the Holder,  or vice versa,  shall be deemed  delivered and effective when given
personally  or mailed by  first-class  registered  or  certified  mail,  postage
prepaid,  at such  address  as may have been  furnished  by the  Company  or the
Holder, as the case may be, in writing by the Company or the Holder from time to
time.

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

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


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

         Dated the 3rd day of August, 2001.

                       EMERGISOFT HOLDING, INC.,
                       a Nevada corporation

                       By:      /s/Dan Witte
                      ------------------------------
                       Name:    Dan Witte
                                Chief Operating Officer/Chief Financial
                                Officer

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