Exhibit 4.4

         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.  A1   certifies   that,   for  good  and   valuable
consideration,  Berlwood Five, Ltd., a Texas limited partnership ("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.

<PAGE>
                                       2

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

<PAGE>
                                       3

         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.

                         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


<PAGE>
                                       4


         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 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,

<PAGE>
                                       5

                  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  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;

<PAGE>
                                       6

                  (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 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

<PAGE>
                                       7

         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  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.

<PAGE>
                                       8


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

                            ARTICLE 6. 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.

<PAGE>
                                       9


         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.

         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