THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ISSUABLE UPON
         EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE PROVISIONS OF ANY
         APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE
         REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON
         STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT, AND UNDER ANY APPLICABLE
         STATE SECURITIES LAW. THESE SECURITIES AND THE SECURITIES ISSUED UPON
         EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED, NOR
         MAY THIS WARRANT BE EXERCISED, EXCEPT IN ACCORDANCE WITH TERMS SET
         FORTH IN THIS CERTIFICATE OR IN A TRANSACTION WHICH IS EXEMPT UNDER
         PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
         LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE
         CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF
         COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT
         REQUIRE REGISTRATION OF ANY SUCH SECURITIES.

                    Universal Beverages Holdings Corporation

                                     WARRANT

                   TO PURCHASE 100,000 SHARES OF COMMON STOCK

         Universal Beverages Holdings Corporation, a Florida corporation (the
"Company"), hereby certifies that, for value received, Clifford Alan Moore (the
"Holder") is entitled, to exercise warrants (the "Warrants" or "Warrant") to
purchase 100,000 shares of common stock (the "Common Stock") of the Company at
an exercise price of $1.75 per share, any time after the date of this Warrant
and expiring at 5:00 p.m., New York time, on October 4, 2004, subject to the
terms set forth below:

<PAGE>

         1. Terms. As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:

                  (a) The term "Company" includes any corporation which shall
         succeed to or assume the obligations of the Company hereunder.

                  (b) The term "Common Stock" means common stock of the Company,
         $.001 par value, together with all stock of any class or classes
         (however designated) of the Company, authorized upon the date hereof or
         thereafter, the Holders of which shall have the right, without
         limitation as to amount, either to all or to a share of the balance of

<PAGE>

         current dividends and liquidating dividends after the payment of
         dividends and distributions on any shares entitled to preference, and
         the Holders of which shall ordinarily, in the absence of contingencies,
         be entitled to vote for the election of a majority of directors of the
         Company (even though the right so to vote has been suspended by the
         happening of such a contingency).

                  (c) The term "Fair Market Value" means, as of a particular
         date, the price of the Company's Common Stock determined as of the last
         business day for which the prices or quotes below are available:

                           (1) the closing price of the Company's Common Stock
                  appearing on a national securities exchange if the principal
                  market for such Common Stock is such an exchange or if not
                  listed or if such exchange is not the principal market,
                  appearing on the Nasdaq Stock Market ("Nasdaq");

                           (2) if the Company's Common Stock is not listed on an
                  exchange or Nasdaq, then the average bid and asked price for
                  its Common Stock as listed on the National Association of
                  Securities Dealers, Inc.'s Over-the-Counter Bulletin Board
                  (the "OTCBB"); or

                           (3) if the Company's Common Stock is not listed on an
                  exchange, Nasdaq or the OTCBB, then the average bid and asked
                  price for the Company's Common Stock as reported in the
                  National Quotation Bureau's "pink sheets"; or

                           (4) if the Common Stock is not so listed as provided
                  in subsections (1) or (2) above, and bid and asked prices are
                  not so reported, the Fair Market Value shall be an amount
                  determined in such reasonable manner as may be prescribed by
                  the Board of Directors of the Company.

                  (d) The term "Other Securities" refers to Common Stock and
         other securities of the Company or any other person (corporate or
         otherwise) which the Holder at any time shall be entitled to receive,
         or shall have received, upon the exercise of the Warrants, in lieu of
         or in addition to Common Stock, or which at any time shall be issuable
         or shall have been issued in exchange for or in replacement of Common
         Stock or Other Securities pursuant to Section 7 or otherwise.

                  (e) The terms "registered" and "registration" refer to a
         registration effected by filing a Registration Statement in compliance
         with the Securities Act, as defined, to permit the disposition of
         Common Stock (or Other Securities) issued or issuable upon the exercise
         of Warrants and supplements filed or required to be filed to permit any
         such disposition.

                                        2

<PAGE>

                  (f) The term "Securities Act" means the Securities Act of 1933
         as the same shall be in effect at the time.

         2. Registration of Underlying Securities.

                  (a) As promptly as possible after the date hereof, the Company
         shall file, not more than once at the sole cost of the Company, a
         Registration Statement under the Securities Act with respect to the
         offering and sale or other disposition of the Registerable Securities,
         as defined.

                  (b) In the event that during the period beginning on the date
         hereof and ending four years thereafter, the Company files a
         registration statement or post-effective amendment (either a
         "Registration Statement") in connection with an offering of securities
         by the Company (except in connection with an offering on Forms S-4 or
         S-8 or their equivalent), the Company shall also, at the written
         request to the Company by the Holder, include the Common Stock
         underlying the Warrants (the "Registerable Securities") in the
         Registration Statement so as to permit the public sale of all or some
         portion of the Registerable Securities in compliance with the
         Securities Act. The Company shall give written notice to the Holder 20
         or more days prior to the filing of such Registration Statement of its
         intention to file a Registration Statement under the Securities Act
         relating to a current offering of the aforesaid securities of the
         Company. The Holder shall give the Company written notice to include
         the specified number of Registerable Securities in such Registration
         Statement. Such notice shall be given 10 or more days prior to the date
         specified in the notice as the date on which the Company intends to
         file such Registration Statement. Neither the delivery of such notice
         by the Company nor of such request by the Holder shall in any way
         obligate the Company to file such Registration Statement and
         notwithstanding the filing of such Registration Statement, the Company
         may, at any time prior to the effective date thereof, determine not to
         offer the securities to which such Registration Statement relates,
         without liability to the Holder, except that the Company shall pay such
         expenses as are contemplated to be paid by it under Section 2(d)
         hereof.

                  (c) In each instance in which, pursuant to Sections 2(a) or
         (b), the Company shall take any action to permit a public offering or
         sale or other distribution of the Registerable Securities, the Company
         shall:

                           (1) Supply to the Holder intending to make a public
                  distribution of his Registerable Securities, one executed copy
                  of each Registration Statement and a reasonable number of
                  copies of the preliminary, final and other prospectus in
                  conformity with requirements of the Securities Act and the
                  Rules and Regulations promulgated thereunder and such other
                  documents as the Holders shall reasonably request.

                                        3

<PAGE>

                           (2) Use its best efforts to cause the Registerable
                  Securities to be registered or qualified under the Securities
                  Act and such other securities acts or blue sky laws of such
                  jurisdictions where the Company is making a primary offering
                  of securities, if any, or if the Company is not engaged in any
                  primary offering of securities, in the State of New York, and
                  do any and all other acts and things which may be necessary or
                  advisable to enable the Holder of such Registerable Securities
                  to consummate such proposed sale or other disposition of the
                  Registerable Securities in any such jurisdiction; provided,
                  however, that in no event shall the Company be obligated, in
                  connection therewith, to qualify to do business or to file a
                  general consent to service of process in any jurisdiction
                  where it shall not then be qualified.

                           (3) Keep effective for a period of 180 days after the
                  initial effectiveness thereof all such Registration Statements
                  under the Securities Act and cooperate in taking such action
                  as may be necessary to keep effective such other registrations
                  and qualifications, and do any and all other acts and things
                  for such period as may be necessary to permit the public sale
                  or other disposition of such Registerable Securities by such
                  Holders.

                           (4) Indemnify and hold harmless each such Holder and
                  each underwriter, within the meaning of the Securities Act,
                  who may purchase from or sell for any such Holder, any
                  Registerable Securities, from and against any and all losses,
                  claims, damages, and liabilities (including, but not limited
                  to, any and all expenses whatsoever reasonably incurred in
                  investigation, preparing, defending or settling any claim)
                  arising from (i) any untrue or alleged untrue statement of
                  material fact contained in any such Registration Statement or
                  any prospectus contained therein or delivered thereunder, or
                  from (ii) any omission to state therein a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading, unless each untrue
                  statement or omission or such alleged untrue statement or
                  omission was based upon information furnished or required to
                  be furnished in writing to the Company by such Holders
                  expressly for use therein, or the alleged liability arises
                  from a violation by any Holders and/or any underwriter of the
                  securities laws of any state relating to registration of
                  securities or brokers or dealers, which indemnification shall
                  include each person, if any, who controls any such Holders or
                  underwriter within the meaning of the Securities Act;
                  provided, however, that the Company shall not be so obligated
                  to indemnify any such Holders or controlling person unless
                  such Holders shall at the same time indemnify the Company, its
                  directors, each officer signing any Registration Statement and
                  each person, if any, who controls the Company within the
                  meaning of the Securities Act, from and against any and all
                  losses, claims, damages and liabilities (including, but not
                  limited to, any and all expenses whatsoever reasonably
                  incurred in investigation, preparing, defending or settling
                  any claim) arising from (a) any untrue or alleged untrue

                                        4

<PAGE>

                  statement of a material fact contained in any Registration
                  Statement or prospectus contained therein or (b) any omission
                  or alleged omission to state therein a material fact required
                  to be stated therein or necessary to make the statements
                  therein not misleading, but the indemnity of such Holders or
                  controlling person shall be limited to liability based upon
                  information furnished in writing to the Company by such
                  Holders or controlling person expressly for use therein or
                  relating the registration of securities or brokers or dealers
                  in any state.

                  (a) The Company shall comply with the requirements of Sections
         2(a), (b) and (c) at its own expense, including legal, accounting,
         filing, state filing fees and printing fees and costs, but excluding
         counsel fees for the selling stockholders and underwriting discounts,
         commissions and fees of the selling stockholders.

                  The Company's obligation under said Sections 2(a) and (b)
         shall be conditioned, as to each such public offering, upon a timely
         receipt by the Company in writing of:

                           (1) Information as to the terms of such public
                  offering furnished by or on behalf of the Holder intending to
                  make a public distribution of his or its Registerable
                  Securities; and

                           (2) Such other information as the Company may
                  reasonably require from such Holder, or any underwriter for
                  any of them, for inclusion in such Registration Statement.

                  (e) The Company's agreements with respect to the Registerable
         Securities in this Section 2 will continue in effect regardless of the
         exercise or surrender of this Warrant.

                  (f) In the event that the Registrable Securities are included
         in a Registration Statement in which securities of the Company are
         being offered by the Company and a managing underwriter advises the
         Company that it cannot sell the securities for the account of the
         Company and the Registerable Securities, the Holder's rights to sell
         his Common Stock under the Registration Statement shall be subject to
         his executing a lock-up agreement restricting the public sale of his
         Common Stock for up to 180 days following the effective date of the
         Registration Statement as long as all other selling stockholders are
         similarly restricted from public sale of their securities.

                  (g) Notwithstanding the foregoing registration requirements,
         the Company shall not be liable to the Holder or any transferee for any
         delays in having a registration statement declared effective as long as
         the Company makes a good faith and reasonable effort to respond to
         comments issued by the staff of the Securities and Exchange Commission.
         Provided, further, however that if the Company cannot obtain the
         required financial statements, whether of the Company or any entity for
         which an acquisition is considered probable with the meaning of the
         Rules of the Securities and Exchange Commission, it shall not be liable
         to the Holder or any transferee.

         3. Sale or Exercise Without Registration. If, at the time of any
exercise, permitted transfer or surrender for exchange of a Warrant or of Common
Stock or Other Securities previously issued upon the exercise of Warrants, such
Warrant or Common Stock (or Other Securities) shall not be registered under the


                                        5

<PAGE>

Securities Act, the Company may require, as a condition of allowing such
exercise, transfer or exchange, that the Holder or transferee of such Warrants,
Common Stock or Other Securities, as the case may be, furnish to the Company an
opinion of counsel reasonably satisfactory to the Company to the effect that
such exercise, transfer or exchange may be made without registration under the
Securities Act, provided that the disposition thereof shall at all times be
within the control of such holder or transferee, as the case may be, and
provided further that nothing contained in this Section 3 shall relieve the
Company from complying with any request for registration pursuant to this
Warrant. The Holder of the Warrant represents to the Company that it is
acquiring the Warrant for investment and not with a view to the distribution
thereof.

         4.       Exercise of Warrant; Partial Exercise.

                  (a) Exercise in Full. This Warrant may be exercised in full,
         or in part, by the Holder hereof by surrender of this Warrant, with the
         form of subscription attached hereto duly executed by such Holder, to
         the Company at its principal office, as provided in Section 20 hereof,
         accompanied by payment by certified or official bank check payable to
         the order of the Company, in the amount obtained by multiplying the
         number of Common Stock called for on the face of this Warrant (without
         giving effect to any adjustment therein) by the purchase price.

                  (b) Exercise in Part. In the case that this Warrant is not
         exercised in full, in order to exercise such Warrants at a future date,
         all conditions outlined in this Warrant shall continue to be in full
         effect.

                  (c) Company to Reaffirm Obligations. The Company will, at the
         time of any exercise of this Warrant, upon the request of the Holder
         hereof, acknowledge in writing its continuing obligation to afford to
         such Holder any rights to which such Holder shall continue to be
         entitled after such exercise in accordance with the provisions of this
         Warrant, provided that if the Holder of this Warrant shall fail to make
         any such request, such failure shall not affect the continuing
         obligation of the Company to afford such Holder any such rights.

         5. Delivery of Stock Certificates, etc., on Exercise. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three days thereafter, the Company at its expense (including the
payment by it of any applicable issue or transfer taxes) will cause to be issued
in the name of and delivered to the Holder hereof a certificate or certificates
for the number of fully paid and non-assessable Common Stock or Other Securities
to which such Holder shall be entitled upon such exercise, plus, in lieu of any
fractional share to which such Holder would otherwise be entitled, cash equal to
such fraction multiplied by the then current Fair Market Value of one full
share, together with any other stock or other securities and property (including
cash, where applicable) to which such Holder is entitled upon such exercise
pursuant to Section 5 hereof or otherwise.

                                        6

<PAGE>

         6. Anti-Dilution Provisions. If and to the extent that the number of
issued shares of Common Stock of the Company shall be increased, reduced or
changed by change in par value, split up, reclassification, distribution of a
dividend payable in Common Stock (or Other Securities of the Company) the number
of shares subject to the Warrants and the exercise price per share shall be
proportionately adjusted.

         7. Reorganization, Consolidation, Merger, etc. In case the Company
shall (a) effect a reorganization, (b) consolidate with or merge with or into
any other entity, or (c) transfer all or substantially all of its properties or
assets to any other entity under any plan or arrangement contemplating the
dissolution of the Company, then, in each such case, the Holder this Warrant,
upon the exercise thereof as provided in Section 4 hereof at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall be entitled to receive (and
the Company shall be entitled to deliver), in lieu of the Common Stock (or Other
Securities) issuable upon such exercise prior to such consummation or such
effective date, the stock and other securities and property (including cash) to
which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so
exercised this Warrant immediately prior thereto.

         8. Further Assurances. The Company will 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 Common Stock upon the exercise of all Warrants
from time to time outstanding.

         9. Officer's Certificate as to Adjustments. In each case of any
adjustment or readjustment in the Common Stock (or Other Securities) issuable
upon the exercise of the Warrants, the Company at its expense will promptly
compute such adjustment or readjustment in accordance with the terms of the
Warrants and prepare a certificate, executed by its chief financial or
accounting officer, setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based, and the
number of Common Stock outstanding or deemed to be outstanding. The Company will
forthwith mail a copy of each such certificate to each Holder of a Warrant.

         10. Notices of Record Date, etc. In the event of:

                  (a) any capital reorganization of the Company, any
         reclassification or recapitalization of the capital stock of the
         Company or any transfer of all or substantially all the assets of the
         Company to or consolidation or merger of the Company with or into any
         other person; or

                  (b) any voluntary or involuntary dissolution, liquidation or
         winding-up of the Company;

         then and in each such event the Company will mail or cause to be mailed
         to each Holder of a Warrant a notice specifying (i) the date on which
         any such record is to be taken for the purpose of such dividend,
         distribution or right, and stating the amount and character of such

                                        7

<PAGE>

         dividend, distribution or right; and (ii) the date on which any such
         reorganization, reclassification, recapitalization, transfer,
         consolidation, merger, dissolution, liquidation or winding-up is to
         take place, and the time, if any, as of which the holders of record of
         Common Stock (or Other Securities) shall be entitled to exchange their
         shares of Common Stock (or Other Securities) for securities or other
         property deliverable upon such reorganization, reclassification,
         recapitalization, transfer, consolidation, merger, dissolution,
         liquidation or winding-up. Such notice shall be mailed at least 15 days
         prior to the date therein specified.

         11. Reservation of Common Stock, etc., Issuable on Exercise of
Warrants. The Company will at all times reserve and keep available, solely for
issuance and delivery upon the exercise of the Warrants, all Common Stock (or
Other Securities) from time to time issuable upon the exercise of the Warrants.

         12. Listing on Nasdaq or National Securities Exchanges; Registration.
If the Company at any time shall list any Common Stock on any national
securities exchange, the Company will, at its expense, simultaneously list on
such exchange, upon official notice of issuance upon exercise of the Warrants,
and maintain such listing of, all Common Stock from time to time issuable upon
the exercise of the Warrants; and the Company will so list on any national
securities exchange, will so register and will maintain such listing of, any
Other Securities if and at the time that any securities of like class or similar
type shall be listed on such national securities exchange by the Company.

         13. Exchange of Warrants. Subject to the other provisions hereof, upon
surrender for exchange of any Warrant, properly endorsed to the Company, the
Company at its own expense will issue and deliver to the Holder thereof a new
Warrant or Warrants of like tenor, in the name of such Holder calling in the
aggregate on the face or faces thereof for the number of Common Stock called for
on the face or faces of the Warrant or Warrants so surrendered.

         14. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon delivery
of an indemnity agreement reasonably satisfactory in form and amount to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company at its expense will execute and deliver, in lieu
thereof, a new Warrant of like tenor.

         15. Warrant Agent. The Company may, by written notice to each Holder of
a Warrant, appoint an agent for the purpose of issuing Common Stock (or Other
Securities) upon the exercise of the Warrants pursuant to Section 4 hereof,
exchanging Warrants pursuant to Section 13 hereof, and replacing Warrants
pursuant to Section 14 hereof, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.

         16. Legend. Unless the shares of Common Stock have been registered
under the Securities Act, upon exercise of any of the Warrants and the issuance


                                        8

<PAGE>

of any of the Common Stock, or Other Securities pursuant thereto all
certificates representing Common Stock or Other Securities shall bear on the
face thereof substantially the following legend:

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended, and may not be sold,
         offered for sale, assigned, transferred or otherwise disposed of,
         unless registered pursuant to the provisions of that Act or unless a
         written opinion of counsel to the Company concludes that such
         disposition is in compliance with an available exemption from such
         registration.

         17. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

         18. Severability. In the event any parts of this Warrant are found to
be void, the remaining provisions of this Warrant shall nevertheless be binding
with the same effect as though the void parts were deleted.

         19. Benefit. This Warrant shall be binding upon and inure to the
benefit of the parties hereto and their legal representatives, successors and
assigns.

         20. Notices and Addresses. All notices, offers, acceptance and any
other acts under this Warrant (except delivery of this Warrant and payment of
the exercise price) shall be in writing, and shall be sufficiently given if
delivered to the addressees in person, by Federal Express or similar receipted
delivery, by facsimile delivery or, if mailed, postage prepaid, by certified
mail, return receipt requested, as follows:

         The Company:                 Universal Beverages Holdings Corporation

                                      Jonathon O. Moore, Chief Executive Officer
                                      7563 Philips Highway
                                      Tree Tops Park
                                      The Waterside Building

                                      Suite 11
                                      Jacksonville, FL 32256
                                      Facsimile: (904) 296-8666

                       Warrantholder: Clifford Alan Moore

                                      205 South Broadway
                                      Riverton, WY 82501
                                      Facsimile (307) 856-4456

                                        9

<PAGE>

or to such other address as any of them, by notice to the others may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be conclusive evidence of successful facsimile delivery.
Time shall be counted to, or from, as the case may be, the delivery in person or
by mailing.

         21. Attorney's Fees. In the event that there is any controversy or
claim arising out of or relating to this Warrant, or to the interpretation,
breach or enforcement thereof, and any action or proceeding is commenced to
enforce the provisions of this Warrant, the prevailing party shall be entitled
to an award by the court of reasonable attorney's fees, costs and expenses.

         22. Governing Law. This Warrant and any dispute, disagreement, or issue
of construction or interpretation arising hereunder whether relating to its
execution, its validity, the obligations provided herein or performance shall be
governed or interpreted according to the internal laws of the State of Florida
without regard to choice of law considerations.

         23. Section or Paragraph Headings. Section headings herein have been
inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part any of the
terms or provisions of this Warrant.

         IN WITNESS WHEREOF, the Company has executed this Warrant this 4th day
of October 2000.

                                   Universal Beverages Holdings Corporation

                                   By: /s/ Jonathon O. Moore
                                       ----------------------
                                     Jonathon O. Moore, Chief Executive Officer




                                       10

<PAGE>

                                 ASSIGNMENT FORM

                          (To be executed only upon the
                             assignment of Warrant)


         FOR VALUE RECEIVED the undersigned registered Holder of the within
Warrant hereby sells, assigns and transfers unto ______________, whose address
is _______________________ ______________ all of the rights of the undersigned
under the within Warrant, with respect to ______________ Common Stock of
______________ and, if such Common Stock do not include all the Common Stock
issuable as provided in the Warrant, that a new Warrant of like tenor for the
number of Common Stock not being transferred hereunder be issued in the name of
and delivered to the undersigned, and does hereby irrevocably constitute and
appoint ______________ Attorney to register such transfer on the books of
______________ maintained for the purpose, with full power of substitution in
the premises.

Dated: ______________, 200__.




                                    --------------------------------------------
                                    (Signature  must  conform in all  respects
                                     to name of Holder as specified on the face
                                     of the Warrant)


---------------------------------
Signature Guaranteed

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

                                    --------------------------------------------
                                                     (Address)

                                       11

<PAGE>

                              FORM OF SUBSCRIPTION

                  (To be signed only upon exercise of Warrant)


To:      ________________________

         The undersigned, the Holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ______________ Common Stock of ______________, and herewith
makes payment of $______________ therefor, and requests that the certificates
for such shares be issued in the name of, and delivered to, , whose address is .
If the Common Stock being purchased hereby do not include all the Common Stock
issuable as provided in the Warrant, that a new Warrant for the number of Common
Stock not being purchased hereunder be issued in the name of and delivered to
the undersigned.

Dated: ___________________, 200___.





                                    --------------------------------------------
                                    (Signature  must  conform in all  respects
                                     to name of Holder as specified on the face
                                     of the Warrant)


---------------------------------
Signature Guaranteed

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

                                    --------------------------------------------
                                                     (Address)


                                       12