Exhibit 10.3
                                     Warrant

THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES MAY NOT BE
OFFERED, SOLD, PLEDGED, OR TRANSFERRED, UNLESS A REGISTRATION STATEMENT UNDER
THE ACT IS IN EFFECT AS TO THESE SECURITIES OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS IS AVAILABLE, AND SUCH OFFER, SALE, PLEDGE, OR
TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.


                        WARRANT TO PURCHASE COMMON STOCK

                                       of

                            FIELDS TECHNOLOGIES, INC.


This certifies that AW Fields Acquisition, LLC and its assignees (the "Holder")
are entitled, subject to the terms set forth below, to purchase from Fields
Technologies, Inc. (the "Company"), a Delaware corporation, a number of shares
of common stock, $.01 par value, of the Company (the "Common Stock") equal to
the Final Number of Common Shares (as defined in the securities purchase
agreement dated March 27, 2002 between the Company and AW Fields Acquisition,
LLC (the "Purchase Agreement")), upon surrender of this warrant at the principal
office of the Company referred to below, together with a notice of exercise in
the form of annex 1 duly completed and executed (the "Notice of Exercise"), and
simultaneous payment for the shares in lawful money of the United States, or
otherwise as provided below, at the exercise price referred to in section 2.

1. Term. Subject to the terms set forth in this warrant, this warrant shall be
exercisable, in whole or in part, at any time before 5:00 p.m., New York time,
on March 27, 2005, and shall not be exerciseable thereafter.

2. Exercise Price. The exercise price at which this warrant may be exercised
shall equal $0.15 per share of Common Stock, as adjusted from time to time
pursuant to section 9. Upon each adjustment of the exercise price pursuant to
section 9, the number of shares of Common Stock that may be purchased upon
exercise of this warrant shall be adjusted to the product of (a) the number of
shares of Common Stock that may be purchased upon exercise of this warrant
immediately after the issuance of this warrant on _______, 2002, and (b) a
fraction determined by dividing (i) the exercise price at which this warrant may
be exercised immediately after the issuance of this warrant on __________, 2002,
and (ii) the exercise price at which this warrant may be exercised immediately
after that adjustment of the exercise price pursuant to section 9.

<PAGE>

3. Exercise of Warrant. This warrant is exercisable by the Holder in whole at
any time or in part from time to time by the surrender of this warrant and the
Notice of Exercise duly completed and executed by the Holder, at the principal
office of the Company, (a) upon payment to the Company by wire transfer of the
purchase price of the shares to be purchased, and/or (b) if the fair market
value of one share of Common Stock is greater than the exercise price (at the
date of calculation, as set forth below), and unless the Company shall have
given the Holder written notice in accordance with section 10 of a Termination
Event referred to in clause (z) of the last sentence of section 10, the Holder
may elect to receive a number of shares of Common Stock computed using the
following formula:

                                   X = Y(A-B)
                                       ------
                                          A

Where    X = the number of shares of Common Stock to be issued to the Holder;

         Y = the number of shares of Common Stock purchasable under this warrant
or, if only a portion of this warrant is being exercised, the number of shares
of Common Stock purchasable in respect of the portion being cancelled (at the
date of such calculation);

         A = the fair market value of one share of Common Stock (at the date of
such calculation); and

         B = the exercise price (as adjusted to the date of such calculation).

For purposes of this calculation, the fair market value of one share of Common
Stock shall be the average of the closing bid and asked prices of the Common
Stock quoted in the over-the-counter market or the last reported sale price of
the Common Stock or the closing price quoted on the NASDAQ National Market
System ("NASDAQ") or on any national securities exchange on which the Common
Stock is listed, whichever is applicable, for the five trading days immediately
prior to the date of determination of fair market value. If, on a particular
trading day for which the fair market value of one share of Common Stock is to
be determined, the Common Stock is not quoted in the over-the-counter market or
on NASDAQ and is not listed on any national securities exchange, or no such
prices are available, the fair market value of one share of Common Stock shall
be reasonably determined by the Company's board of directors. For purposes of
Rule 144 under the Securities Act of 1933 (the "Act"), the Company and the
Holder agree that the exercise of this warrant in accordance with clause (b)
above shall be deemed to be a conversion of such portion of the warrant into
Common Stock, to the fullest extent permitted under Rule 144.

4. Fractional Shares. No fractional shares shall be issued upon exercise of this
warrant. At the Company's sole discretion, in lieu of any fractional share to
which the Holder would otherwise be entitled, the Company may make a cash
payment equal to the fair market value of a share of Common Stock on the date of
exercise multiplied by that fraction.

<PAGE>

5. Replacement of Warrant. 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 substance to the Company or, 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
identical tenor and amount.

6. Rights of Stockholders. The Holder, as such, shall not be entitled to vote or
receive dividends or be deemed the holder of Common Stock or any other
securities of the Company that may at any time be issuable on the exercise of
this warrant for any purpose, nor shall anything in this warrant be construed to
confer upon the Holder, as such, any rights of a stockholder of the Company or
any right to vote for the election of directors or upon any matter submitted to
stockholders at any meeting, or to give or withhold consent to any corporate
action or to receive notice of meetings, or to receive dividends or subscription
rights or otherwise, until this warrant shall have been exercised.

7. Transfers. The Holder may transfer this warrant by executing an assignment in
the form of annex 2 and delivering this warrant and the executed assignment form
in the same manner as a negotiable instrument. The Company, on surrender of this
warrant for exchange, properly endorsed on the assignment form and at its
expense, shall issue to or on the order of the Holder a new warrant or warrants
of like tenor, in the name of the Holder or as the Holder may direct (on payment
by the Holder of any applicable transfer taxes), for the number of shares
issuable upon exercise of this warrant. The Holder, by acceptance of this
warrant, acknowledges that this warrant and the shares of Common Stock to be
issued upon exercise of this warrant are being or will be acquired by the Holder
for investment, and that the Holder shall not offer, sell, or otherwise dispose
of this warrant or any shares of Common Stock to be issued upon exercise of this
warrant, except under circumstances that will not result in a violation of the
Act or any state securities laws.

8. Reservation of Stock. As long as this warrant is exercisable, the Company
shall reserve from its authorized and unissued Common Stock a sufficient number
of shares to provide for the issuance of Common Stock upon the exercise of this
warrant and, from time to time, shall take all steps necessary to amend its
certificate of incorporation to provide sufficient reserves of shares of Common
Stock issuable upon exercise of this warrant.

         9.       Adjustments

                  (a) (i) If, at any time after the issuance of this warrant and
         prior to the sale by the Holder, its members, or their affiliates or
         associates, to third parties pursuant to Rule 144 under the Act or a
         registration statement under the Act, of 60% or more of all the shares
         of Common Stock issued or issuable pursuant to this warrant and the
         Purchase Agreement, the Company issues or sells, or, in accordance with
         section 9(b), is deemed to have issued or sold, any shares of Common
         Stock for a consideration per share less than the greater of the
         exercise price in effect immediately prior to the issuance or sale and
         the fair market value of a share of Common Stock on the date of

<PAGE>

         issuance or sale, in the case of an issuance or sale of shares of
         Common Stock in consideration for a business, or interests in a
         business, the Company or any of its subsidiaries is acquiring (an
         "Acquisition"), or 85% of the fair market value of a share of Common
         Stock on the date of issuance or sale, in each other case, then,
         immediately upon the issuance or sale, the exercise price shall be
         reduced to an amount equal to the product of (A) the exercise price in
         effect immediately prior to the issuance or sale and (B) an amount
         determined by dividing (1) the sum of (a) the product of (i) the
         greater of the exercise price in effect immediately prior to the
         issuance or sale and the fair market value of a share of Common Stock
         on the date of issuance or sale, and (ii) the number of shares of
         Common Stock Deemed Outstanding immediately prior to the issuance or
         sale, plus (b) the consideration, if any, received by the Company upon
         the issuance or sale, by (2) an amount equal to the product of (a) the
         greater of the exercise price in effect immediately prior to the
         issuance or sale and the fair market value of a share of Common Stock
         on the date of issuance or sale and (b) the number of shares of Common
         Stock Deemed Outstanding immediately after the issuance or sale.

                  (ii) Notwithstanding the foregoing or anything to the contrary
         in section 9(b)(i) or 9(b)(ii), (A) there shall be no adjustment to the
         exercise price as a result of the issuance of (1) up to an aggregate of
         25,000,000 shares of Common Stock in accordance with section 2.1A2 of
         the Reorganization Agreement (as defined in schedule 3.3 to the
         Purchase Agreement) (as adjusted for any stock splits, reverse stock
         splits, share combinations, stock dividends, or similar
         reclassifications) or (2) securities contemplated by item 3(a), 3(c),
         or 4 in schedule 3.3 to the Purchase Agreement, (B) there shall be no
         adjustment to the exercise price as a result of any issuance pursuant
         to section 5.4 of the Purchase Agreement or any adjustment of the
         exercise price (i) under section 9(g) or (ii) of any option in
         accordance with item 4 in schedule 3.3 to the Purchase Agreement, and
         (C) if, at any time after the issuance of this warrant and except for
         any issuance or sale referred to in clause (A) or (B) above, the
         Company issues or sells, or, in accordance with section 9(b), is deemed
         to have issued or sold, any shares of Common Stock for a consideration
         per share less than 80% of the exercise price in effect immediately
         prior to the issuance or sale, then, immediately upon the issuance or
         sale, the exercise price shall be reduced to the amount of that per
         share consideration.

                  (iii) Exhibit 9(a)(iii) sets forth selected examples of
         calculations pursuant to this section 9(a).

         (b) Effect on Exercise Price of Certain Events. For purposes of
determining the exercise price under section 9(a), the following shall be
applicable:

                  (i) Issuance of Rights or Options. In case at any time after
         the issuance of this warrant the Company shall in any manner grant or
         sell (whether directly or by assumption in a merger or otherwise) any
         warrants or other rights to subscribe for or to purchase, or any
         options for the purchase of, Common Stock or any stock or security
         convertible into or exchangeable (with or without further
         consideration) for Common Stock (such warrants, rights, or options
         being called "Options" and such convertible or exchangeable stock or
         securities being called "Convertible Securities"), whether or not such
         Options or the right to convert or exchange any such Convertible
         Securities are immediately exercisable, and the price per share for

<PAGE>

         which Common Stock is issuable upon the exercise of such Options or
         upon the conversion or exchange of such Convertible Securities
         (determined by dividing (A) the total amount, if any, received or
         receivable by the Company as consideration for the granting of such
         Options, plus the minimum aggregate amount of additional consideration
         payable to the Company upon the exercise of all such Options, plus, in
         the case of such Options that relate to Convertible Securities, the
         minimum aggregate amount of additional consideration, if any, payable
         upon the issuance or sale by the Company of all such Convertible
         Securities and upon the conversion or exchange thereof, by (B) the
         total maximum number of shares of Common Stock issuable upon the
         exercise of all such Options or upon the conversion or exchange of all
         such Convertible Securities issuable upon the exercise of such Options)
         is less than the greater of the exercise price in effect immediately
         prior to the grant or sale or the fair market value of a share of
         Common Stock at the date of grant or sale, in the case of a grant or
         sale in consideration for an Acquisition, or 85% of the fair market
         value of a share of Common Stock at the date of grant or sale, in each
         other case, then the total maximum number of shares of Common Stock
         issuable upon the exercise of all such Options or upon conversion or
         exchange of all such Convertible Securities issuable upon the exercise
         of such Options shall be deemed to have been issued for such price per
         share as of the date of granting of such Options and thereafter shall
         be deemed to be outstanding when computing the exercise price. Except
         as otherwise provided in section 9(b)(iii), no adjustment of the
         exercise price shall be made upon the actual issuance of Common Stock
         or Convertible Securities upon exercise of such Options or upon the
         actual issuance of Common Stock upon conversion or exchange of such
         Convertible Securities.

                  (ii) Issuance of Convertible Securities.In case at any time
         after the issuance of this warrant the Company shall in any manner
         issue (whether directly or upon assumption in a merger or otherwise) or
         sell any Convertible Securities, whether or not the rights to exchange
         or convert any such Convertible Securities are immediately exercisable,
         and the price per share for which Common Stock is issuable upon such
         conversion or exchange (determined by dividing (A) the total amount
         received or receivable by the Company as consideration for the issuance
         or sale of all such Convertible Securities, plus the minimum aggregate
         amount of additional consideration, if any, payable to the Company upon
         the conversion or exchange thereof, by (B) the total maximum number of
         shares of Common Stock issuable upon the conversion or exchange of all
         such Convertible Securities) is less than the greater of the exercise
         price in effect immediately prior to the issuance or sale or the fair
         market value of a share of Common Stock at the date of issuance or
         sale, in the case of an issuance or sale in consideration for an
         Acquisition, or 85% of the fair market value of a share of Common Stock
         at the date of issuance or sale, in each other case, then the total
         maximum number of shares of Common Stock issuable upon conversion or
         exchange of all such Convertible Securities shall be deemed to have
         been issued for such price per share as of the date of the issuance or
         sale of such Convertible Securities and thereafter shall be deemed to
         be outstanding when computing the exercise price. If any such issuance
         or sale of such Convertible Securities is made upon exercise of any
         Options to purchase any such Convertible Securities for which
         adjustments of the exercise price have been or are to be made pursuant
         to other provisions of this section 9(b), no further adjustment of the

<PAGE>

         exercise price shall be made by reason of the issuance or sale. Except
         as otherwise provided in section 9(b)(iii), no adjustment of the
         exercise price shall be made upon the actual issuance of such Common
         Stock upon conversion or exchange of such Convertible Securities.

                  (iii) Change in Option Price or Conversion Rate. If (A) the
         exercise price provided for in any Option referred to in section
         9(b)(i), (B) the additional consideration, if any, payable upon the
         conversion or exchange of any Convertible Securities referred to in
         section 9(b)(i) or 9(b)(ii), (C) the additional consideration, if any,
         payable upon the issuance of any Convertible Securities issuable upon
         the exercise of any Options referred to in section 9(b)(i), (D) the
         number of shares of Common Stock issuable upon the exercise of Options
         referred to in section 9(b)(i), or (E) the rate at which Convertible
         Securities referred to in section 9(b)(i) or 9(b)(ii) are convertible
         into or exchangeable for Common Stock shall change at any time
         (including, but not limited to, changes under or by reason of
         provisions designed to protect against dilution), then, upon the
         happening of such event, the exercise price shall forthwith be
         readjusted to the exercise price that would have been in effect had
         such Options or Convertible Securities still outstanding provided for
         such changed purchase price, additional consideration, number of
         shares, or conversion rate, as the case may be, at the time initially
         granted, issued, or sold. Upon the expiration of any Option referred to
         in section 9(b)(i) or the expiration or termination of any right to
         convert or exchange Convertible Securities referred to in section
         9(b)(i) or (ii), the exercise price then in effect shall forthwith be
         increased to the exercise price that would have been in effect at the
         time of such expiration or termination had such Option or Convertible
         Securities, to the extent outstanding immediately prior to such
         expiration or termination, never been issued.

                  (iv) Consideration for Stock. In case any shares of Common
         Stock, Options, or Convertible Securities shall be issued or sold for
         cash, the consideration received therefor shall be deemed to be the
         amount received by the Company therefor, without deduction therefrom of
         any amounts paid or receivable for accrued interest or accrued
         dividends and any expenses incurred or any underwriting commissions or
         concessions paid or allowed by the Company in connection therewith. In
         case any shares of Common Stock, Options, or Convertible Securities
         shall be issued or sold for a consideration other than cash, the amount
         of the consideration other than cash received by the Company shall be
         deemed to be the fair value of such consideration at the time of such
         issuance or sale, as reasonably determined by the board of directors of
         the Company, without deduction of any amounts paid or receivable for
         accrued interest or accrued dividends and any expenses incurred or any
         underwriting commissions or concessions therewith. In case any Options
         shall be issued in connection with the issuance and sale of other
         securities of the Company, together comprising one integral transaction
         in which no specific consideration is allocated to such Options by the
         parties thereto, such Options shall be deemed to have been issued for
         no consideration.

                  (v) Treasury Shares; Full Dilution. The number of shares of
         Common Stock outstanding at any given time shall not include shares

<PAGE>

         owned or held solely by or for the account of the Company, but the
         disposition of any such shares shall be considered an issuance or sale
         of Common Stock for the purpose of this section 9(b).

         (c) Subdivision or Combination of Common Stock. In case the Company
shall at any time subdivide (by any stock split, stock dividend, or otherwise)
its outstanding shares of Common Stock into a greater number of shares, the
exercise price shall be proportionately reduced, and, in case the outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
exercise price shall be proportionately increased. Any dividend or other
distribution made upon any capital stock of the Company payable in Common Stock
or in any security convertible into or exercisable for Common Stock without or
for nominal consideration shall be deemed to be a subdivision for purposes of
this section 9(c).

         (d) Reorganization, Reclassification, Merger, or Distribution. If any
of the following shall occur: (i) any distribution on the capital stock of the
Company or capital reorganization or reclassification of such capital stock that
is effected in such a way that holders of Common Stock shall be entitled to
receive stock, securities, evidence of indebtedness, or other assets (other than
cash dividends out of current or retained earnings) with respect to or in
exchange for Common Stock; (ii) any consolidation or merger to which the Company
is a party, other than a merger in which the Company is the continuing
corporation and does not result in any reclassification of, or change (other
than a change in name, or par value, or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or combination) in,
the outstanding shares of Common Stock of the Company; or (iii) any sale or
conveyance of all or substantially all the property or business of the Company
as an entirety; then, as a condition of such distribution, reorganization,
classification, consolidation, merger, sale, or conveyance, lawful and adequate
provisions shall be made whereby the Holder shall thereupon have the right to
receive, upon the basis and upon the terms and conditions specified in this
warrant and in lieu of the shares of Common Stock immediately theretofore
receivable upon the exercise of this warrant, such shares of stock, securities,
evidence of indebtedness, or assets as may be issued or payable in such
transaction with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of such Common Stock immediately
theretofore receivable upon such exercise had such distribution, reorganization,
reclassification, consolidation, merger, sale, or conveyance not already taken
place, and in such case appropriate provisions shall be made with respect to the
rights and interests of the Holder to the end that the provisions of this
warrant (including, without limitation, provisions for adjustment of the
exercise price) shall thereafter be applicable, as nearly as may be, in relation
to any shares of stock, securities, evidence of indebtedness, or assets
thereafter deliverable upon the exercise of such rights. Anything in this
warrant to the contrary notwithstanding, if the provisions of this section 9(d)
shall be deemed to apply to any distribution, reorganization, reclassification,
consolidation, merger, sale, or conveyance in respect of the Company or its
capital stock, no duplicative adjustments shall be made to the exercise price
pursuant to section 9(b) or 9(c) upon the occurrence of such distribution,
reorganization, reclassification, consolidation, merger, sale, or conveyance.

         (e) Notice of Adjustment. Upon any adjustment of the exercise price,
then and in each such case the Company shall give written notice thereof (i) by
certified or registered mail, postage prepaid, (ii) by a nationally known

<PAGE>

overnight delivery service, or (iii) delivered by hand, addressed to the Holder
at his address as shown on the books of the Company, which notice shall state
the exercise price resulting from such adjustment, setting forth in reasonable
detail the method upon which such calculation is based.

         (f) Limitations on Adjustments. Anything in this warrant to the
contrary notwithstanding, no adjustment of the exercise price shall be required,
unless such adjustment, either by itself or with other adjustments not
previously made, would require a change of at least $0.0001 in such exercise
price; provided, that any adjustment that, by reason of this section 9(f), is
not required to be made shall be carried forward and taken into account in any
subsequent adjustment.

         (g) Additional Issuance. If, from time to time prior to the earlier of
5:00 p.m., New York time, on March 20, 2005 and the time this warrant shall have
ceased to be exercisable pursuant to section 10, the exercise price of this
warrant shall have been reduced pursuant to this section 9 (but excluding
sections 9(c) and 9(d)), the Company shall, immediately after such adjustment to
the exercise price, issue to the Holder, for no additional consideration, a
number of additional shares of Common Stock calculated so that:

                  (i) the sum of the number of shares of Common Stock issued
         upon exercise of this warrant that are then beneficially owned by the
         Holder, its members, and their affiliates and associates, plus

                  (ii) the number of shares of Common Stock required to be
         issued pursuant to this section 9(g), equals

                  (iii) the product of:

                           (A) the number of shares of Common Stock issued upon
                  such exercise that are then beneficially owned by the Holder,
                  its members, and their affiliates and associates, and

                           (B) a fraction determined by dividing (i) the
                  exercise price of this warrant at the time of such exercise,
                  by (ii) the exercise price at the time of the issuance
                  pursuant to this section 9(g).

For purposes of determining the number of shares of Common Stock issued upon
exercise of this warrant that are beneficially owned at a particular time by the
Holder, its members, or their affiliates or associates, and if, from time to
time, the Holder, its members, or their affiliates or associates sell or
otherwise dispose of any shares of Common Stock (whether or not issued upon
exercise of this warrant), they shall be deemed to have sold the shares of
Common Stock in the order in which they acquired them.

         (h) Definitions. As used in this warrant, (i) "affiliate" and
"associate" have the meanings given them in Rule 12b-2 under the Securities
Exchange Act of 1934, and (ii) "Common Stock Deemed Outstanding" means, at any
given time, the number of shares of Common Stock actually outstanding at that
time, plus the number of shares of Common Stock deemed to be outstanding at that

<PAGE>

time pursuant to sections 9(b)(i) and (ii), whether or not the Options or
Convertible Securities are exercisable at that time.

10. Early Termination. The Holder shall have no right to exercise this warrant
at any time after the later of (a) the consummation of a Termination Event (as
defined below), and (b) the 20th trading day following the date on which the
Company gives the Holder the written notice referred to in the next sentence.
The Company shall give the Holder not fewer than 20 trading days' advance
written notice of the consummation of a Termination Event. As used in this
agreement, the term "Termination Event" means (y) the consummation of a merger
of the Company with an unaffiliated third party, in which the shares of Common
Stock are converted solely into the right to receive cash, or (z) if the Common
Stock is quoted on NASDAQ or the New York Stock Exchange (the "NYSE") or
American Stock Exchange (the "AMEX"), the average of the closing price of the
Common Stock on any 30 consecutive trading days on NASDAQ, the NYSE, or the
AMEX, as the case may be, during the period commencing on October 1, 2002 and
ending on March 31, 2003 equals or exceeds 225% of the exercise price at which
this warrant may then be exercised.

11. Amendments. This warrant may be amended only by an instrument executed by
the Company and the Holder.

12. Governing Law. This warrant shall be governed by and construed in accordance
with the law of the state of New York, applicable to agreements made and to be
performed in New York, without giving effect to its conflict of laws principles.

Dated: ___________, 2002


                                     FIELDS TECHNOLOGIES, INC.


                                     By: _______________________________________
                                     Name:______________________________________
                                     Title: ____________________________________

<PAGE>

                                                                         ANNEX I

                               NOTICE OF EXERCISE

To:  Fields Technologies, Inc.

(1) The undersigned hereby irrevocably elects to purchase _________ shares of
Common Stock of Fields Technologies, Inc. pursuant to the attached warrant, and
tenders payment of the purchase price for such shares (a) by a cash payment of
$__________ and/or (b) by electing to receive ____________shares of Common Stock
pursuant to section 3(b) of the warrant.

(2) In exercising the warrant, the undersigned hereby confirms and acknowledges
that the shares of Common Stock are being acquired for investment, and that the
undersigned shall not offer, sell, or otherwise dispose of any such shares of
Common Stock except under circumstances that will not result in a violation of
the Securities Act of 1933 or any state securities laws.

(3) Please issue a certificate or certificates representing such shares of
Common Stock, and, to the extent the Company determines not to issue fractional
shares, pay any cash for any fractional share, to:

Name                                Address                   Number of Shares




(4) Please issue a new warrant for the unexercised portion of the attached
warrant in the name of the undersigned and/or, if the undersigned has completed
an assignment form in the form of annex 2 to the warrant, in such other names
and amounts as specified in the assignment form.


Dated:_______________________________     Holder:_______________________________

                                          By:___________________________________
                                          Name: ________________________________
                                          Title: _______________________________

<PAGE>

                                                                         ANNEX 2

                                 ASSIGNMENT FORM

For value received, the undersigned registered owner of this warrant hereby
sells, assigns and transfers to the assignee named below all the rights of the
undersigned under the warrant attached to this assignment with respect to the
number of shares of Common Stock set forth below:

Name of Assignee                    Address                   Number of Shares





The undersigned represents and warrants to the Company that the assignee has
represented and warranted to the undersigned that (a) it is an "accredited
investor" within the meaning of Regulation D under the Securities Act of 1933
(the "Act"), (b) by reason of its business or financial experience, it has the
capacity to protect its own interests in connection with the acquisition of this
warrant and the underlying shares of Common Stock, and (c) this warrant and the
shares of Common Stock to be issued upon exercise of this warrant are being
acquired for investment and that it shall not offer, sell, or otherwise dispose
of this warrant or any shares of stock to be issued upon exercise of this
warrant, except under circumstances that will not result in a violation of the
Act or any state securities laws. Further, the undersigned represents and
warrants to the Company that it has furnished the assignee a copy of this
instrument, and the assignee has acknowledged that, upon exercise of this
warrant, the assignee shall, if requested by the Company, confirm in writing, in
a form satisfactory to the Company, that the shares of stock so purchased are
being acquired for investment and not with a view toward distribution or resale
in violation of the Act.

Dated:_______________________________     Holder:_______________________________

                                          By:___________________________________
                                          Name: ________________________________
                                          Title: _______________________________