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                                                                         Exhibit 10.23

Toscana Group, Inc.-Class A Warrant

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 APPLICABLE STATE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM
THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT.  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 OR IN A  TRANSACTION  WHICH IS EXEMPT FROM
REGISTRATION  UNDER THE PROVISIONS OF THE SECURITIES ACT OR ANY APPLICABLE STATE
LAWS.

                             **STOCK PURCHASE WARRANT**

                  To Purchase 200,000 Shares of Common Stock of
                           AMERICANA PUBLISHING, INC.

     THIS  CERTIFIES  that,  for  value  received,   TOSCANA  GROUP,  INC.  (the
"Holder"),  is  entitled,  upon the  terms and  subject  to the  limitations  on
exercise and the conditions  hereinafter  set forth, at any time on or after the
date  hereof  (the  "Initial  Exercise  Date")  and on or prior to the  close of
business  on March __,  2009 (the  "Termination  Date") but not  thereafter,  to
subscribe  for and purchase  from  AMERICANA  PUBLISHING,  INC.,  a  corporation
incorporated  in the State of Colorado (the  "Company"),  200,000  shares of the
Company's  common stock,  $.001 par value (the "Common  Stock"  and/or  "Warrant
Shares"). The purchase price of one share of Common Stock (the "Exercise Price")
under  this  Warrant  shall be the  lesser of (i) the  average  of the  lowest 3
trading prices during the 30 trading days  immediately  prior to the date hereof
discounted  by 50% or (ii) the average of the lowest 3 trading days  immediately
prior to the exercise date  discounted by 50%. The Exercise Price and the number
of shares for which the Warrant is exercisable shall be subject to adjustment as
provided  herein.  The shares  underlying  this Warrant shall have  registration
rights as set forth in a Registration Rights Agreement of even date herewith.

     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  non-assessable  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.

          *1. 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.

          2. 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.

          3. This  Warrant  shall also be  exercisable  by means of 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 on
          the Nasdaq Stock  Market,  or if the Common Stock is not traded on the
          Nasdaq Stock Market, then the principal market in terms of volume, and
          converted into US Dollars;
               (B) = the Exercise Price of the Warrants; and
               (X) = the number of shares issuable upon exercise of the Warrants
          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,  at its option,  pay a cash
adjustment in respect of such final  fraction in an amount equal to the Exercise
Price or round such amount up to the next whole share.

     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  execute and 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 until 5:00 P.M. New York Time 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 the Company which it
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.

     12. 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 12.
For purposes of this  Section 12,  "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 12 shall  similarly  apply to  successive
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.

     13. 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.

     14. 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.

     15. 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.

     16. 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  non-assessable  shares of Common Stock
upon the exercise of this Warrant,  and (c) use commercially  reasonable 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.

     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.

     17. 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  in the city of New York pursuant to
     the rules of the American Arbitration Association.

               4. 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.

               5.  Non-waiver 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 willfully
          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.

               6.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 to the address of the Holder set forth in
          the Finders Agreement between the Holder and the Company.

               7.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.

               8.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.

               9.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 any other holder of Warrant Shares.

               10.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.

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

               12.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.

               13.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: March __, 2002
                                            AMERICAN PUBLISHING, INC

                                            By:_____________________________
                                                  George Lovato, President

                               NOTICE OF EXERCISE

                         To: Americana Publishing, Inc.

     4. The  undersigned  hereby  elects to purchase  ________  shares of Common
Stock (the "Common Stock") of Americana  Publishing,  Inc. 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.

     5. 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

NY:98185.1
                                 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.
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