THE SECURITIES  REPRESENTED  HEREBY MAY NOT BE  TRANSFERRED  UNLESS (I)
SUCH  SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF
1933, AS AMENDED,  (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K),  OR
(III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY  SATISFACTORY TO
IT THAT SUCH  TRANSFER  MAY  LAWFULLY  BE MADE  WITHOUT  REGISTRATION  UNDER THE
SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

         SUBJECT TO THE  PROVISIONS OF SECTION 10 HEREOF,  THIS WARRANT SHALL BE
VOID AFTER 5:00 P.M.  EASTERN TIME ON [FIFTH  ANNIVERSARY  OF THE CLOSING  DATE]
(the "EXPIRATION DATE").

No. __________


                          APPLIED NEUROSOLUTIONS, INC.

                      WARRANT TO PURCHASE _______ SHARES OF
                    COMMON STOCK, PAR VALUE $0.0025 PER SHARE

         For VALUE RECEIVED, ____________________ ("Warrantholder"), is entitled
to  purchase,   subject  to  the  provisions  of  this  Warrant,   from  Applied
NeuroSolutions,  Inc., a Delaware corporation ("Company"), at any time not later
than 5:00 P.M.,  Eastern time, on the Expiration Date (as defined above),  at an
exercise  price per share  equal to $0.30 (the  exercise  price in effect  being
herein  called the "Warrant  Price"),  ______ shares  ("Warrant  Shares") of the
Company's Common Stock, par value $0.0025 per share ("Common Stock"). The number
of Warrant  Shares  purchasable  upon  exercise of this  Warrant and the Warrant
Price shall be subject to adjustment from time to time as described herein.

         Section 1.  REGISTRATION.  The  Company  shall  maintain  books for the
transfer  and  registration  of the Warrant.  Upon the initial  issuance of this
Warrant,  the Company  shall issue and  register  the Warrant in the name of the
Warrantholder.

         Section  2.  TRANSFERS.   As  provided  herein,  this  Warrant  may  be
transferred only pursuant to a registration statement filed under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  or an  exemption  from such
registration.  Subject to such  restrictions,  the Company  shall  transfer this
Warrant  from time to time upon the books to be  maintained  by the  Company for
that  purpose,   upon  surrender  thereof  for  transfer  properly  endorsed  or
accompanied by appropriate instructions for transfer and such other documents as
may be  reasonably  required  by the  Company,  including,  if  required  by the
Company,  an opinion of its counsel to the effect  that such  transfer is exempt
from the registration requirements of the Securities Act, to establish that such
transfer is being made in accordance  with the terms  hereof,  and a new Warrant
shall be issued to the transferee and the surrendered  Warrant shall be canceled
by the Company.

<PAGE>


         Section 3. EXERCISE OF WARRANT.  Subject to the provisions  hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time prior to
its expiration upon surrender of the Warrant, together with delivery of the duly
executed  Warrant  exercise  form attached  hereto as Appendix A (the  "Exercise
Agreement")  and payment by cash,  certified check or wire transfer of funds for
the  aggregate  Warrant  Price for that  number of  Warrant  Shares  then  being
purchased,  to the Company  during normal  business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the Warrantholder).  The Warrant Shares
so  purchased  shall  be  deemed  to be  issued  to  the  Warrantholder  or  the
Warrantholder's designee, as the record owner of such shares, as of the close of
business  on the date on which  this  Warrant  shall have been  surrendered  (or
evidence  of loss,  theft or  destruction  thereof  and  security  or  indemnity
satisfactory  to the  Company),  the Warrant  Price shall have been paid and the
completed  Exercise  Agreement shall have been delivered.  Certificates  for the
Warrant  Shares  so  purchased,  representing  the  aggregate  number  of shares
specified in the  Exercise  Agreement,  shall be delivered to the  Warrantholder
within a reasonable  time,  not exceeding  three (3) business  days,  after this
Warrant shall have been so exercised.  The certificates so delivered shall be in
such  denominations  as may be  requested  by the  Warrantholder  and  shall  be
registered  in the  name of the  Warrantholder  or such  other  name as shall be
designated by the Warrantholder.  If this Warrant shall have been exercised only
in part,  then,  unless this  Warrant has  expired,  the Company  shall,  at its
expense,  at  the  time  of  delivery  of  such  certificates,  deliver  to  the
Warrantholder  a new Warrant  representing  the number of shares with respect to
which this Warrant shall not then have been exercised. As used herein, "business
day" means a day,  other than a Saturday  or Sunday,  on which banks in New York
City are open for the general  transaction  of business.  Each  exercise  hereof
shall   constitute   the   re-affirmation   by  the   Warrantholder   that   the
representations and warranties  contained in Section 5 of the Purchase Agreement
(as defined below) are true and correct in all material respects with respect to
the Warrantholder as of the time of such exercise.

         Section  4.  COMPLIANCE  WITH THE  SECURITIES  ACT OF 1933.  Except  as
provided in the Purchase Agreement (as defined below), the Company may cause the
legend  set  forth on the  first  page of this  Warrant  to be set forth on each
Warrant or similar  legend on any security  issued or issuable  upon exercise of
this  Warrant,  unless  counsel for the Company is of the opinion as to any such
security that such legend is unnecessary.

         Section 5. PAYMENT OF TAXES. The Company will pay any documentary stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the  Warrantholder  in respect of which such  shares are
issued,  and in such case, the Company shall not be required to issue or deliver
any  certificate  for Warrant Shares or any Warrant until the person  requesting
the same has paid to the  Company the amount of such tax or has  established  to
the  Company's  reasonable  satisfaction  that  such  tax  has  been  paid.  The
Warrantholder shall be responsible for income taxes due under federal,  state or
other law, if any such tax is due.

         Section 6. MUTILATED OR MISSING WARRANTS. In case this Warrant shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon


                                      -2-
<PAGE>


cancellation of the mutilated  Warrant,  or in lieu of and  substitution for the
Warrant  lost,  stolen or  destroyed,  a new  Warrant  of like tenor and for the
purchase of a like number of Warrant  Shares,  but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction of the
Warrant,  and with respect to a lost,  stolen or destroyed  Warrant,  reasonable
indemnity or bond with respect thereto, if requested by the Company.

         Section 7. RESERVATION OF COMMON STOCK.  The Company hereby  represents
and  warrants  that  there  have been  reserved,  and the  Company  shall at all
applicable  times keep reserved until issued (if necessary) as  contemplated  by
this  Section 7, out of the  authorized  and  unissued  shares of Common  Stock,
sufficient  shares  to  provide  for the  exercise  of the  rights  of  purchase
represented  by this Warrant.  The Company agrees that all Warrant Shares issued
upon due  exercise  of the  Warrant  shall  be, at the time of  delivery  of the
certificates  for such Warrant Shares,  duly authorized,  validly issued,  fully
paid and non-assessable shares of Common Stock of the Company.

         Section 8. ADJUSTMENTS.  Subject and pursuant to the provisions of this
Section  8, the  Warrant  Price and  number of  Warrant  Shares  subject to this
Warrant  shall  be  subject  to  adjustment  from  time  to  time  as set  forth
hereinafter.

                  (a) If the  Company  shall,  at any time or from  time to time
while this Warrant is outstanding,  pay a dividend or make a distribution on its
Common Stock in shares of Common  Stock,  subdivide  its  outstanding  shares of
Common Stock into a greater number of shares or combine its  outstanding  shares
of Common Stock into a smaller number of shares or issue by  reclassification of
its  outstanding  shares  of  Common  Stock  any  shares  of its  capital  stock
(including  any such  reclassification  in connection  with a  consolidation  or
merger in which the Company is the continuing  corporation),  then the number of
Warrant Shares purchasable upon exercise of the Warrant and the Warrant Price in
effect  immediately  prior to the date  upon  which  such  change  shall  become
effective, shall be adjusted by the Company so that the Warrantholder thereafter
exercising  the  Warrant  shall be  entitled  to receive the number of shares of
Common Stock or other capital stock which the Warrantholder  would have received
if the Warrant had been exercised  immediately  prior to such event upon payment
of a Warrant  Price that has been  adjusted to reflect a fair  allocation of the
economics of such event to the  Warrantholder.  Such  adjustments  shall be made
successively whenever any event listed above shall occur.

                  (b) If any  capital  reorganization,  reclassification  of the
capital  stock of the  Company,  consolidation  or  merger of the  Company  with
another corporation in which the Company is not the survivor,  or sale, transfer
or other  disposition  of all or  substantially  all of the Company's  assets to
another   corporation   shall  be  effected,   then,  as  a  condition  of  such
reorganization, reclassification, consolidation, merger, sale, transfer or other
disposition,   lawful  and  adequate   provision  shall  be  made  whereby  each
Warrantholder  shall  thereafter have the right to purchase and receive upon the
basis and upon the  terms and  conditions  herein  specified  and in lieu of the
Warrant Shares  immediately  theretofore  issuable upon exercise of the Warrant,
such  shares of stock,  securities  or assets  as would  have been  issuable  or
payable with  respect to or in exchange for a number of Warrant  Shares equal to
the number of Warrant Shares immediately  theretofore  issuable upon exercise of
the Warrant, had such reorganization,  reclassification,  consolidation, merger,
sale,  transfer  or other  disposition  not  taken  place,  and in any such case


                                      -3-
<PAGE>


appropriate  provision shall be made with respect to the rights and interests of
each  Warrantholder to the end that the provisions  hereof  (including,  without
limitation,  provision for adjustment of the Warrant Price) shall  thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock,  securities or assets thereafter deliverable upon the exercise hereof.
The Company shall not effect any such consolidation,  merger,  sale, transfer or
other  disposition  unless  prior to or  simultaneously  with  the  consummation
thereof the successor  corporation  (if other than the Company)  resulting  from
such  consolidation  or  merger,  or the  corporation  purchasing  or  otherwise
acquiring  such assets or other  appropriate  corporation or entity shall assume
the  obligation  to deliver  to the  Warrantholder,  at the last  address of the
Warrantholder  appearing  on the  books of the  Company,  such  shares of stock,
securities  or assets  as, in  accordance  with the  foregoing  provisions,  the
Warrantholder may be entitled to purchase,  and the other obligations under this
Warrant.  The  provisions  of  this  paragraph  (b)  shall  similarly  apply  to
successive reorganizations,  reclassifications,  consolidations, mergers, sales,
transfers or other dispositions.

                  (c) In case  the  Company  shall  fix a  payment  date for the
making of a  distribution  to all holders of Common  Stock  (including  any such
distribution  made in  connection  with a  consolidation  or merger in which the
Company is the continuing  corporation)  of evidences of  indebtedness or assets
(other than cash  dividends or cash  distributions  payable out of  consolidated
earnings or earned surplus or dividends or distributions  referred to in Section
8(a)),  or  subscription  rights or warrants,  the Warrant Price to be in effect
after such payment date shall be determined by multiplying  the Warrant Price in
effect  immediately  prior to such payment date by a fraction,  the numerator of
which shall be the total number of shares of Common Stock outstanding multiplied
by the Market  Price (as defined  below) per share of Common  Stock  immediately
prior to such payment  date,  less the fair market value (as  determined  by the
Company's  Board of  Directors  in good  faith) of said assets or  evidences  of
indebtedness so distributed, or of such subscription rights or warrants, and the
denominator  of which  shall be the total  number  of  shares  of  Common  Stock
outstanding   multiplied  by  such  Market  Price  per  share  of  Common  Stock
immediately  prior to such payment date.  "Market Price" as of a particular date
(the "Valuation Date") shall mean the following: (a) if the Common Stock is then
listed on a national  stock  exchange,  the  closing  sale price of one share of
Common  Stock on such  exchange on the last  trading day prior to the  Valuation
Date;  (b) if the Common Stock is then quoted on The Nasdaq Stock  Market,  Inc.
("Nasdaq"), the closing sale price of one share of Common Stock on Nasdaq on the
last trading day prior to the  Valuation  Date or, if no such closing sale price
is  available,  the  average of the high bid and the low asked  price  quoted on
Nasdaq on the last trading day prior to the Valuation Date; or (c) if the Common
Stock is not then listed on a national stock  exchange or quoted on Nasdaq,  the
fair market value of one share of Common Stock as of the Valuation  Date,  shall
be  determined  in good faith by the Board of  Directors  of the Company and the
Warrantholder.  If the Common Stock is not then listed on a national  securities
exchange  or quoted on  Nasdaq,  the Board of  Directors  of the  Company  shall
respond promptly,  in writing,  to an inquiry by the Warrantholder  prior to the
exercise  hereunder  as to the fair market  value of a share of Common  Stock as
determined by the Board of Directors of the Company. In the event that the Board
of Directors of the Company and the  Warrantholder  are unable to agree upon the
fair  market  value in  respect of  subpart  (c)  hereof,  the  Company  and the
Warrantholder  shall jointly  select an appraiser,  who is  experienced  in such
matters.  The decision of such appraiser shall be final and conclusive,  and the
cost of such appraiser shall be borne


                                      -4-
<PAGE>


equally by the  Company and the  Warrantholder.  Such  adjustment  shall be made
successively whenever such a payment date is fixed.

                  (d) An adjustment to the Warrant Price shall become  effective
immediately  after the payment date in the case of each dividend or distribution
and  immediately  after the effective date of each other event which requires an
adjustment.

                  (e) In the  event  that,  as a result  of an  adjustment  made
pursuant to this Section 8, the  Warrantholder  shall become entitled to receive
any shares of capital  stock of the Company  other than shares of Common  Stock,
the number of such other  shares so  receivable  upon  exercise of this  Warrant
shall be subject  thereafter to adjustment  from time to time in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
Warrant Shares contained in this Warrant.

         Section 9.  FRACTIONAL  INTEREST.  The Company shall not be required to
issue  fractions  of Warrant  Shares upon the exercise of this  Warrant.  If any
fractional  share of Common Stock would,  except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise,  the Company,  in
lieu  of  delivering  such  fractional  share,   shall  pay  to  the  exercising
Warrantholder  an amount in cash  equal to the Market  Price of such  fractional
share of Common Stock on the date of exercise.

         Section 10. EXTENSION OF EXPIRATION DATE. If the Company fails to cause
any Registration  Statement  covering  Registrable  Securities (unless otherwise
defined  herein,  capitalized  terms are as defined in the  Registration  Rights
Agreement relating to the Warrant Shares (the "Registration  Rights Agreement"))
to be declared effective prior to the applicable dates set forth therein,  or if
any of the events  specified  in Section  2(c)(ii)  of the  Registration  Rights
Agreement occurs, and the Blackout Period (whether alone, or in combination with
any  other  Blackout  Period)  continues  for more  than 60 days in any 12 month
period,  or for more than a total of 90 days,  then the Expiration  Date of this
Warrant  shall be  extended  one day for each day  beyond  the  60-day or 90-day
limits, as the case may be, that the Blackout Period continues.

         Section 11.  BENEFITS.  Nothing in this  Warrant  shall be construed to
give  any  person,   firm  or  corporation  (other  than  the  Company  and  the
Warrantholder)  any legal or equitable  right,  remedy or claim, it being agreed
that this Warrant shall be for the sole and exclusive benefit of the Company and
the Warrantholder.

         Section 12. NOTICES TO  WARRANTHOLDER.  Upon the happening of any event
requiring an adjustment of the Warrant  Price,  the Company shall  promptly give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.  Failure to give such notice to the  Warrantholder  or any
defect  therein  shall not  affect  the  legality  or  validity  of the  subject
adjustment.

         Section 13.  IDENTITY OF TRANSFER  AGENT.  The  Transfer  Agent for the
Common Stock is American Stock Transfer and Trust Company.  Upon the appointment
of any subsequent transfer


                                      -5-
<PAGE>


agent for the  Common  Stock or other  shares  of the  Company's  capital  stock
issuable upon the exercise of the rights of purchase represented by the Warrant,
the Company will mail to the  Warrantholder  a statement  setting forth the name
and address of such transfer agent.

         Section 14. NOTICES.  Unless otherwise provided, any notice required or
permitted  under  this  Warrant  shall be given in  writing  and shall be deemed
effectively  given as hereinafter  described (i) if given by personal  delivery,
then such  notice  shall be deemed  given upon such  delivery,  (ii) if given by
telex or  facsimile,  then such  notice  shall be deemed  given upon  receipt of
confirmation of complete  transmittal,  (iii) if given by mail, then such notice
shall be deemed  given  upon the  earlier of (A)  receipt of such  notice by the
recipient  or (B) three days after such notice is deposited in first class mail,
postage prepaid,  and (iv) if given by an internationally  recognized  overnight
air  courier,  then such notice  shall be deemed  given one  business  day after
delivery to such carrier.  All notices shall be addressed as follows:  if to the
Warrantholder,  at its address as set forth in the  Company's  books and records
and, if to the Company,  at the address as follows,  or at such other address as
the  Warrantholder  or the Company may  designate by ten days'  advance  written
notice to the other:

                   If to the Company:

                            Applied NeuroSolutions, Inc.
                            50 Lakeview Parkway
                            Vernon Hills, Illinois 60061
                            Attention:  Bruce N. Barron
                            Fax:  (847) 573-8030

                   With a copy to:

                            Ehrenreich Eilenberg & Krause LLP
                            11 East 44th Street, 17th Floor, New York, NY 10017
                            Attention.: Adam D. Eilenberg, Esq.
                            Fax:  (212) 986-2399

         Section 15. REGISTRATION RIGHTS. The initial  Warrantholder is entitled
to the  benefit of certain  registration  rights  with  respect to the shares of
Common  Stock  issuable  upon the  exercise  of this  Warrant as provided in the
Registration Rights Agreement,  and any subsequent Warrantholder may be entitled
to such rights.

         Section 16.  SUCCESSORS.  All the covenants and provisions hereof by or
for the benefit of the Warrantholder  shall bind and inure to the benefit of its
respective successors and assigns hereunder.

         Section 17.  GOVERNING  LAW;  CONSENT TO  JURISDICTION;  WAIVER OF JURY
TRIAL.  This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of New York,  without  reference to the choice of law
provisions   thereof.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each  irrevocably  submits to the exclusive  jurisdiction of the
courts of the State of New York located in New York County and the United States


                                      -6-
<PAGE>


District  Court for the  Southern  District  of New York for the  purpose of any
suit, action,  proceeding or judgment relating to or arising out of this Warrant
and the transactions  contemplated hereby. Service of process in connection with
any such suit,  action or proceeding may be served on each party hereto anywhere
in the world by the same  methods  as are  specified  for the  giving of notices
under  this  Warrant.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each irrevocably  consents to the jurisdiction of any such court
in any such suit, action or proceeding and to the laying of venue in such court.
The Company and, by accepting this Warrant, the Warrantholder,  each irrevocably
waives  any  objection  to the  laying  of  venue of any such  suit,  action  or
proceeding brought in such courts and irrevocably waives any claim that any such
suit,  action or  proceeding  brought in any such  court has been  brought in an
inconvenient  forum.  EACH OF THE COMPANY  AND, BY ITS  ACCEPTANCE  HEREOF,  THE
WARRANTHOLDER  HEREBY  WAIVES  ANY  RIGHT  TO  REQUEST  A  TRIAL  BY JURY IN ANY
LITIGATION  WITH  RESPECT TO THIS WARRANT AND  REPRESENTS  THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.

         Section  18.  CALL  PROVISION.   Notwithstanding  any  other  provision
contained  herein to the contrary,  in the event that the closing bid price of a
share of Common  Stock as  reported  on the OTC  Bulletin  Board (or such  other
exchange or stock market on which the Common Stock may then be listed or quoted)
equals or exceeds  $1.00  (appropriately  adjusted for any stock split,  reverse
stock split,  stock  dividend or other  reclassification  or  combination of the
Common  Stock  occurring  after the date  hereof)  for twenty  (20)  consecutive
trading days  commencing  after the  Registration  Statement  (as defined in the
Registration  Rights Agreement) has been declared effective,  the Company,  upon
thirty  (30) days  prior  written  notice  (the  "NOTICE  PERIOD")  given to the
Warrantholder  within one business  day  immediately  following  the end of such
twenty (20) trading day period, may call this Warrant, in whole but not in part,
at a redemption  price equal to $0.05 per share of Common Stock then purchasable
pursuant to this Warrant; provided that (i) the Company simultaneously calls all
Company Warrants (as defined below) on the same terms and (ii) all of the shares
of Common Stock  issuable  hereunder  either (A) are  registered  pursuant to an
effective   Registration  Statement  (as  defined  in  the  Registration  Rights
Agreement)  which  has not been  suspended  and for  which  no stop  order is in
effect,  and pursuant to which the  Warrantholder is able to sell such shares of
Common Stock at all times during the Notice  Period or (B) no longer  constitute
Registrable  Securities  (as  defined  in the  Registration  Rights  Agreement).
Notwithstanding any such notice by the Company, the Warrantholder shall have the
right to exercise this Warrant prior to the end of the Notice Period.]

         Section  19. NO RIGHTS AS  STOCKHOLDER.  Prior to the  exercise of this
Warrant,  the  Warrantholder  shall  not  have  or  exercise  any  rights  as  a
stockholder of the Company by virtue of its ownership of this Warrant.

         Section  20.  AMENDMENT;  WAIVER.  This  Warrant  is one of a series of
Warrants of like tenor issued by the Company pursuant to the Purchase  Agreement
and  initially  covering an  aggregate of  _____________  shares of Common Stock
(collectively,  the "COMPANY WARRANTS"). Any term of this Warrant may be amended
or waived  (including  the adjustment  provisions  included in Section 8 of this
Warrant)  upon the  written  consent of the  Company  and the holders of Company
Warrants  representing at least 50% of the number of shares of Common Stock then


                                      -7-
<PAGE>


subject to all outstanding Company Warrants (the "MAJORITY HOLDERS");  PROVIDED,
that (x) any such  amendment or waiver must apply to all Company  Warrants;  and
(y) the number of Warrant Shares subject to this Warrant,  the Warrant Price and
the Expiration  Date may not be amended,  and the right to exercise this Warrant
may not be altered or waived, without the written consent of the Warrantholder.

         Section 21. SECTION HEADINGS.  The section headings in this Warrant are
for the  convenience of the Company and the  Warrantholder  and in no way alter,
modify, amend, limit or restrict the provisions hereof.





                                      -8-
<PAGE>


         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed, as of the ______ day of February, 2004.

                                               APPLIED NEUROSOLUTIONS, INC.



                                               By:
                                                   ------------------------
                                               Name: Bruce N. Barron
                                               Title:   Chairman and CEO





                                      -9-
<PAGE>


                                   APPENDIX A
                          APPLIED NEUROSOLUTIONS, INC.
                              WARRANT EXERCISE FORM

To Applied NeuroSolutions, Inc.:

         The  undersigned  hereby  irrevocably  elects to exercise  the right of
purchase  represented  by the within  Warrant  ("Warrant")  for, and to purchase
thereunder  by the payment of the Warrant  Price and  surrender  of the Warrant,
_______________  shares of Common Stock ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:

                           -------------------------------------
                           Name
                           -------------------------------------
                           Address
                           -------------------------------------

                           -------------------------------------
                           Federal Tax ID or Social Security No.

         and delivered by  (certified mail to the above address, or
                           (electronically (provide DWAC Instructions:________),
                           or
                           (other (specify): _________________________________).

and,  if the  number  of  Warrant  Shares  shall not be all the  Warrant  Shares
purchasable upon exercise of the Warrant,  that a new Warrant for the balance of
the Warrant  Shares  purchasable  upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.


Dated: ___________________, ____

Note: The signature must correspond        Signature:
with the name of the Warrantholder                    -------------------------
as written on the first page of the
Warrant in every particular,               ------------------------------------
without alteration or enlargement          Name (please print)
or any change whatever, unless the
Warrant has been assigned.                 ------------------------------------

                                           ------------------------------------
                                           Address

                                           ------------------------------------
                                           Federal Identification or
                                           Social Security No.

                                           Assignee:

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

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

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


                                      -10-