EXHIBIT 10.34


                       PLACEMENT AGENT WARRANT CERTIFICATE

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

                            EXERCISABLE ON OR BEFORE

                   5:00 P.M., NEW YORK TIME, February 8, 2007

                                                                    7,500 SHARES

NO. NW-FMF-2 WARRANTS

                               WARRANT CERTIFICATE

          NUWAVE TECHNOLOGIES, INC., a Delaware corporation (the "Company"),
hereby certifies that FIRST MONTAUK FINANCIAL CORP. is the registered holder
(the "Holder") of a placement agent warrant (the "Warrant"), subject to the
terms set forth below, to purchase from the Company, 7,500 shares (the "Shares")
of its Common Stock, par value $0.01 per share (the "Common Stock"), at an
exercise price equal to $0.55 per Share (the "Exercise Price"). This Warrant is
part of the issuance of a series (the "Series") of Warrants initially issued for
the purchase of an aggregate of 30,000 shares of Common Stock constituting a
portion of the compensation to First Montauk Securities Corp., under a Placement
Agency Agreement, dated February 5, 2002.

1.   Exercise.
     --------

     1.1  Timing of Exercise. The Holder may exercise this Warrant, in whole or
in part, at any time commencing the date hereof and expiring at 5:00 p.m., New
York time, on February 8, 2007 (the "Expiration Date"), at which time this
Warrant, unless exercised prior thereto, shall thereafter be void, and all
rights hereunder shall thereupon cease.

     1.2  Manner of Exercise. The Holder may exercise this Warrant Holder by
surrendering this Warrant, together with the Notice of Exercise in the form of
Exhibit A hereto duly executed by the Holder, to the Company at its principal
office (or such other office as may be designated by the Company to the Holder),
accompanied by payment by wire transfer or certified check in an amount equal to
the then Exercise Price multiplied by the number of Shares for which exercise is
then requested.

     1.3  Partial Exercise. This Warrant may be exercised for less than the full
number of Shares at the time called for hereby, in which case the number of
Shares receivable upon the exercise of this Warrant as a whole shall be
proportionately reduced. Upon the exercise for less than the full number of


<PAGE>


Shares, the Company shall forthwith issue to the Holder a new Warrant
Certificate representing the right of the Holder to purchase the number of
Shares as to which this Warrant has not been exercised.

     1.4  Delivery of Stock Certificates Upon Exercise. As soon as practicable
after the exercise of this Warrant, the Company, at its expense, shall cause to
be issued in the name of and delivered to the Holder or such other person
designated in the Notice of Exercise a certificate or certificates for the
number of fully paid and non-assessable Shares to which the Holder or such other
person is entitled upon such exercise. Any Shares as to which this Warrant is
exercised shall be deemed issued on and as of the date of such exercise, and the
Holder or such other person shall thereupon be deemed to be the owner of record
of such Shares.

     1.5  Fractional Shares. The Company shall not issue fractions of Shares
upon exercise of this Warrant or scrip in lieu thereof. If any fraction of a
Share would, except for the provisions of this Section, be issuable upon
exercise of this Warrant, then the number of Shares to be issued shall be
rounded up or down to the nearest whole share.

2.   Anti-Dilution Adjustments.
     -------------------------

     2.1  Change in Capitalization. In case of any stock split, stock dividend
or similar transaction which increases or decreases the number of outstanding
Shares, appropriate adjustment shall be made by the Board of Directors of the
Company to the number of Shares and the Exercise Price which may be purchased
under this Warrant.

     2.2  Consolidation, Merger and Sale of Assets. (a) In the case of a merger,
sale of assets or similar transaction which results in a replacement of the
Company's shares of Common Stock with stock of another corporation, the
corporation formed by such consolidation or the corporation into which the
Company shall have been merged or the corporation which shall have acquired such
assets, as the case may be, and the surviving entity is a publicly traded
company, the Company agrees that a condition of such transaction will be that
the Company or such successor or purchasing corporation, as the case may be,
shall assume the obligations of the Company hereunder in writing. In the case of
any such consolidation, merger or sale or conveyance, the Holder shall have the
right until the Expiration Date upon payment of the Exercise Price in effect
immediately prior to such action, to receive the kind and amount of Shares and
other securities and/or property which it would have owned or have been entitled
to receive after the happening of such consolidation, merger, sale of conveyance
had this Warrant been exercised immediately prior to such action, subject to
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 2. The provisions of this Section 2.2
shall similarly apply to successive consolidations, mergers, sales or
conveyances.

     (b)  In case of any consolidation of the Company with or a merger of the
Company into another corporation or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, upon any such consolidation, merger, sale or conveyance and the
surviving entity is a non-publicly traded company, the Company agrees that a
condition of such transaction will be that the Company shall mail to the Holder
at the earliest applicable time (and, in any event not less than ten (10) days


                                       2
<PAGE>


before any record date for determining the persons entitled to receive the
consideration payable in such transaction) written notice of such record date.
Such notice shall also set forth facts as shall indicate the effect of such
action (to the extent such effect may be known at the date of such notice) on
the Exercise Price of and the kind and amount of Shares or other securities and
property deliverable upon exercise of this Warrant.

     2.3  Exchanges and Distributions With Respect to Common Stock. If the
Company shall exchange for its Common Stock or distribute with respect to its
Common Stock other securities issued by it, the Company shall give notice
thereof to the Holder, and the Holder shall have the right thereafter (until the
Expiration Date) to exercise this Warrant for the kind and amount of shares of
stock and other securities retained or received by a holder of the number of
shares of Common Stock of the Company into which this Warrant might have been
exercised immediately prior to such exchange or distribution, subject to
adjustment as provided in Section 2.

     2.4  Minimum Adjustment. No adjustment shall be made in the Exercise Price
unless the adjustment would require an increase or decrease of at least $.05;
provided, however, that any adjustment which by reason of this Section is not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations shall be made to nearest cent.

     2.5  Officer's Certificate. Whenever the Exercise Price or the number of
Shares subject to this Warrant is adjusted, the Company shall promptly mail to
the Holder a notice of adjustment, which notice shall include a brief statement
of the facts requiring the adjustment and the manner of computing it and shall
be certified by the Chief Financial Officer of the Company. The determination of
the adjustment shall be made by the Company, in its sole discretion, and shall
be final and binding upon the Holder.

     2.6  New Certificate. This Warrant provides that upon the occurrence of
certain events the Exercise Price and/or number of the Company's securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company shall, at the request of the Holder, issue a new Warrant
evidencing the adjustment in the Exercise Price and the number and/or type of
securities issuable upon the exercise of the Warrant; provided, however, that
the failure of the Company to issue such new Warrant shall not in any way
change, alter or otherwise impair, the rights of the Holder as set forth in this
Warrant.

3.   Transfer Restrictions.
     ---------------------

     3.1  Transfer. A Holder, including the initial Holder or any subsequent
Holder, may transfer this Warrant only to (i) any other Holder of this Series of
Warrants, (ii) any entity controlled by, controlling or under common control of
the Holder, or for which the Holder is acting as the representative, or to one
or more of its shareholders, directors, officers, members, employees or limited
or general partners, or to entities that manage or co-manage the Holder or any
of its limited or general partners, or (iii) any member of the immediately
family (which shall be deemed to include a spouse, parent or child) of an
individual Holder or trust for the benefit of any such individual. Prior to any
such transfer, the Holder must deliver the Assignment Form in the form of
Exhibit B hereto and provide information to the Company, in writing, regarding


                                       3
<PAGE>


the proposed transferee sufficient for the Company to determine the eligibility
of such transferee under this Section 3.1.

3.2  Securities Laws.  The Holder, by accepting delivery of the same, hereby:
     ---------------

          (a)  acknowledges that any shares of Common Stock issued pursuant to
the exercise of this Warrant may not be registered under the Securities Act, at
the time issued, subject to Section 4 hereof;

          (b)  agrees that, if upon the exercise of this Warrant the Shares
purchased upon such exercise are not then subject to an effective registration
statement under the Securities Act, it shall make the customary representations
and warranties as may be requested by counsel to the Company in order for the
Company to properly rely upon Section 4(2) of the Securities Act regarding
exemption from registration thereunder, and, in connection with such exemption,
that any certificates representing shares of Common Stock issued pursuant to the
exercise of this Warrant would reflect an appropriate legend regarding
restrictions upon transferability; and

          (c)  agree to indemnify the Company, and hold it harmless from and
against, any and all losses, expenses (including attorneys' fee), costs and
damages arising form or relating to any violation of applicable state securities
or "blue sky" laws in connection with the issuance, sale, delivery or exercise
of this Warrant and the issuance, sale and delivery of shares of Common Stock
upon any exercise of this Warrant.

4.   Registration Under the Securities Act of 1933
     ---------------------------------------------

     4.1  Piggy-Back Rights. (a) If at any time prior to the Expiration Date the
Company proposes to register shares of its Common Stock under the Securities Act
on behalf of any stockholder on any form for the registration (the "Registration
Statement") of securities under the Securities Act (other than a registration
relating to (i) a registration of a stock option, stock purchase or compensation
or incentive plan or of stock issued or issuable pursuant to any such plan, a
dividend investment plan or other employee benefit plan; (ii) registration of
securities proposed to be issued in exchange for securities or assets of, or in
connection with a merger or consolidation with, another corporation; (iii) a
registration of securities proposed to be issued in exchange for other
securities of the Company or (iv) a registration of securities to be offered
solely by the Company) in a manner which would permit registration of the Shares
for sale to the public under the Securities Act (a "Piggyback Registration"), it
shall give written notice to the Holder of its intention to do so and of the
Holder's rights under this Section 4.1. Such right is referred to hereinafter as
"Piggyback Registration Right". Upon the written request of the Holder to the
Company (which request shall specify the number of Shares intended to be
disposed of by the Holder and the intended method of disposition thereof)
received by the Company within ten (10) days after the giving of any such notice
by the Company, the Company will include in the Registration Statement the
Shares which the Company has been so requested to register by the Holder (the
"Registrable Shares") provided that the Company's obligation shall continue
after exercise of the Warrants, but it need not include any Shares in a
Registration Statement filed after the Expiration Date,


                                       4
<PAGE>


          (b)  If, any time after giving written notice of its intention to
register any securities in a Piggyback Registration but prior to the effective
date of the related Registration Statement filed in connection with such
Piggyback Registration, the Company shall determine for any reason not to
register such securities, the Company shall give written notice of such
determination to the Holder and thereupon shall be relieved of its obligation to
register any Shares in connection with such Piggyback Registration.

          (c)  The Holder may elect in writing, not later than three (3)
business days prior to the effectiveness of the Piggyback Registration not to
have its Registrable Shares so included in connection with such Registration
Statement.

          (d)  In the event the securities in the Registration Statement are to
be underwritten, the Company shall not be required to include any of the
Holder's Registrable Shares in the Registration Statement unless the Holder
accepts the terms of the underwriting as agreed upon between the Company, and
the underwriters selected by it and the other stockholders. If in the opinion of
the managing underwriter, the registration of all or a part of the Registrable
Shares would adversely affect such public offering, then, (i) the Company shall
be required to include in the underwriting only the number of Registrable
Shares, if any, which the managing underwriter believes may be sold without
causing such adverse effect, and the number of Registrable Shares that may be
included in such Registration Statement shall be allocated among all selling
stockholders, requesting to participate in such Registration Statement in
proportion (as nearly as practicable) to the amount of shares of Common Stock
owned by each selling stockholder (including the Holder), or (ii) the Company
may require the selling stockholders (including the Holder) to delay any
offering of the Registrable Shares for a period of up to one hundred and twenty
(120) days from the effective date thereof.

          (e)  The Company is obligated to file only one (1) Registration
Statement pursuant to this Section 4 which is declared effective under the
Securities Act and which includes Shares of the Holder. The Piggyback
Registration Right under this Section 4 is the only right granted by the Company
to the Holder to include the Shares in a Registration Statement.

     4.2  Obligations of the Company.
          --------------------------

          (a)  The Company shall comply with the requirements of this Section 4
at its own expense. That expense shall include, but not be limited to, legal,
accounting, consulting, printing, federal and state filing fees, NASD fees,
out-of-pocket expenses incurred by counsel, accountants and consultants retained
by the Company, and miscellaneous expenses directly related to the Registration
Statement and the offering. However, this expense shall not include the portion
of any underwriting or broker commissions, transfer taxes and any underwriter's
accountable and nonaccountable expense allowances attributable to the offer and
sale of the Registrable Shares or the fees and expenses of counsel to the
Holder, all of which expenses shall be borne by the Holder of this Warrant. The
Company shall include in the Piggyback Registration, and the prospectus included
therein, all information and materials necessary or advisable to comply with the
applicable statutes arid regulations so as to permit the public sale of the
Registrable Shares by the Holder.


                                       5
<PAGE>


          (b)  The Company shall supply to the Holder a reasonable number of
copies of the preliminary, final or other prospectus (the "Prospectus"), all
prepared in conformity with the requirements of the Securities Act and the rules
and regulations promulgated thereunder, and such other documents as the Holder
shall reasonably request.

          (c)  The Company shall cooperate with respect to (i) all necessary or
advisable actions relating to the preparation and the filing of the Piggyback
Registration and arising from the provisions of this Section 4, (ii) all
reasonable efforts to establish an exemption from the provisions of the
Securities Act or any other federal or state securities statutes, (iii) all
necessary or advisable actions to register or qualify the public offering at
issue pursuant to federal securities statutes and the state "blue sky"
securities statutes of each jurisdiction that the Holder shall reasonably
request, and (iv) all other necessary or advisable actions to enable the Holder
to complete the contemplated disposition of the Registrable Shares in each
reasonably requested jurisdiction.

          (d)  The Company shall keep the Registration Statement to which this
Section 4 applies, and all amendments thereto, effective and current under the
Securities Act for a period ending not sooner than one (1) year after its
initial effective date (excluding any lock-up period) and cooperate with respect
to all necessary or advisable action to permit the completion of the public sale
or other disposition of the Registrable Shares included therein.

          (e)  The Company shall indemnify and hold harmless the Holder and each
underwriter within the meaning of the Securities Act from and against all
losses, claims, damages, and liabilities, including, but not limited to,
reasonable attorneys' fees and any and all expenses reasonably incurred in
investigating, preparing, defending or settling any claim, arising from or
relating to (i) any untrue or alleged untrue statement of a material fact
contained in the Registration Statement to which this Section 4 applies, or (ii)
any omission or alleged omission to state a material fact necessary to make the
statements contained in the Registration Statement to which this Section 4
applies not misleading; provided, however, that the indemnification continued in
this clause shall not apply if the untrue statement or omission, or alleged
untrue statement or omission, was the result of information furnished in writing
to the Company by the Holder or underwriter seeking indemnification expressly
for use in the Registration Statement at issue or was the result of oral
representations made by the Holder or any underwriter in connection with the
offer or sale of the Registrable Shares.

     4.3  Obligations of the Holder.
          -------------------------

          (a)  The Company's obligations contained in this Section 4 shall be
conditioned upon a timely receipt by the Company in writing of the following:

               (i) information as to the terms of the contemplated public
offering furnished by and on behalf of the Holder intending to make a public
distribution of Registrable Shares; and

               (ii) such other information as the Company may reasonably require
from the Holder, for inclusion in the Piggyback Registration.


                                       6
<PAGE>


          (b)  The Holder shall indemnify the Company and its officers,
directors and agent and any other selling stockholders and underwriter with
respect to an untrue statement of material fact or omission of material fact
which was the result of information furnished in writing to the Company by the
Holder and which was included in the Registration Statement.

          (c)  The Holder acknowledges that the Company shall have no obligation
to include any Shares in a Piggyback Registration if the requested Shares then
can be publicly sold pursuant to Rule 144 under the Securities Act.

          (d)   The Holder represents and agrees:

               (i)  that until such time as the Holder shall have completed the
distribution of his Registrable Shares covered by the Registration Statement or
until the remaining portion of such Shares shall have been de-registered: (A) to
abide by the anti-manipulative rules under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including provisions of Regulation M as
presently in effect or as hereafter amended, promulgated under the Exchange Act;
and (B) to effect no transaction for the purpose of stabilizing the price of the
Common Stock, "stabilizing" as defined in Regulation M; and

               (ii)  that upon written notification from the Company that the
final or other prospectus to the Registration Statement is in need of revision,
or upon advice of counsel that no offers or sales should then be made under the
Registration Statement, (A) to cease to offer or sell any Registrable Shares
which must be accompanied by such Prospectus, (B) to return all such
Prospectuses to the Company, if requested, and (C) not to offer or sell any
Registrable Shares until provided with a current prospectus and the Company has
given notification to resume offers and sales; provided, that the Company shall
use its best efforts to amend or supplement or to reinstate the Registration
Statement, as appropriate, as promptly as practicable, and to provide the Holder
with amended or supplemented Prospectuses so offers and sales of the Registrable
Shares may be resumed.

5.   Nature of the Shares.
     --------------------

     5.1  Fully Paid. The Company covenants and agrees that any shares of Common
Stock issued hereunder will, upon issuance, be fully paid and non-assessable and
free from all taxes, liens and charges with respect to the issuance thereof.

     5.2  Reservation. The Company shall at all times reserve and keep available
out of its authorized but unissued capital stock, solely for the issuance and
delivery upon the exercise of this Warrant, such number of its duly authorized
Common Stock or other securities as from time to time shall be issuable upon the
exercise of this Warrant.

6.   Rights of Holder.
     ----------------

     6.1  Not Stockholder. Nothing contained in this Warrant shall be construed
as conferring upon the Holder the right to vote or to consent or to receive
notice as a stockholder in respect of any meetings of stockholders for the
election of directors or any other matter, or as having any rights whatsoever as
a stockholder of the Company.


                                       7
<PAGE>


     6.2  Registered Holders. The Company may deem and treat the Holder as the
absolute owner of this Warrant (notwithstanding any notation of ownership or
other writing hereon made by anyone), for the purpose of any exercise hereof,
and of any distribution to the Holder, and for all other purposes, and the
Company shall not be affected by any notice to the contrary.

7.   Exchange and Replacement of Warrant Certificates.
     ------------------------------------------------

     7.1  Exchange. This Warrant is exchangeable without expense, upon the
surrender thereof by the Holder at the principal executive office of the
Company, for a new Warrant of like tenor and date representing in the aggregate
the right to purchase the same number of Shares in such denominations as shall
be designated by the Holder thereof at the time of such surrender.

     7.2  Replacement. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and reimbursement to the Company of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
the Warrants, if mutilated, the Company will make and deliver a new Warrant of
like tenor, in lieu thereof.

8.   Miscellaneous.
     -------------

     8.1  Entire Agreement: Modification. This Warrant contains the entire
understanding between the parties hereto with respect to the subject matter
hereof and may not be modified or amended except by a writing duly signed by the
party against whom enforcement of the modification or amendment is sought. The
Company shall not amend any other Warrant issued as part of the Series to make
terms thereunder more favorable to the holder thereof without offering the same
amended terms to the Holder hereof.

     8.2  Severability. If any provision of this Agreement shall be held to be
invalid or unenforceable, such invalidity or nonenforceability shall not affect
any other provision of this Agreement.

     8.3  Headings. The headings in this Warrant are for purposes of reference
only and shall not limit or -------- otherwise affect the meaning of the terms
hereof.

     8.4  Sending of Notices. All notices and other communications with respect
to this Warrant shall be in writing and sent by express mail or courier service
or by personal delivery, if to the Holder, to the address set forth at the end
of this Warrant, and if to the Company, to One Passaic Avenue, Fairfield, New
Jersey 07004, Attn: Chief Financial Officer, or to such other address as either
party hereto may duly give to the other.

     8.5  Governing Law. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Delaware without regard to conflict of
law principles. Any action, proceeding or claim arising out of, or relating in
any way to, this Warrant shall be brought and enforced in the federal or state
courts of the State of New York and each party hereby irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. Each party hereby
irrevocably waives any objection to such exclusive jurisdiction or inconvenient
forum.


                                       8
<PAGE>


          IN WITNESS WHEREOF, the Company has caused this Placement Agent
Warrant Certificate to be duly executed.

Dated as of February 8, 2002             NUWAVE TECHNOLOGIES, INC.


                                         By:
                                            ------------------------------------
                                         Name:  Gerald Zarin
                                         Title: President and CEO

Agreed to:

FIRST MONTAUK FINANCIAL CORP.

By:
   -----------------------------------
          Ernest G. Pellegrino


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

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


--------------------------------------
          Tax Identification No.



                                       9
<PAGE>


                                    EXHIBIT A
                                    ---------
                               NOTICE OF EXERCISE
                               ------------------


     (To be executed by the Holder when desiring to exercise the right to
purchase Shares pursuant to the Warrant.)

     The undersigned Holder of this Warrant hereby:

          (a)  Irrevocably elects to exercise the Warrant to the extent of
purchasing ______ Shares;

          (b)  Makes payment in full of the aggregate Exercise Price for those
Shares in the amount of $________ by wire transfer or the delivery of certified
funds in the amount of $________;

          (c)  Requests that a certificate for such Shares be issued in the name
of the undersigned, or, if the name and address of some other person is
specified below, in the name of such other person:

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

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

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

               -------------------------------------------------
               (Name, address and tax identification number of
               person other than the undersigned in whose name
               Shares are to be registered.)

          (d)  Requests, if the number of Shares purchased are not all the
Shares purchasable pursuant to the unexercised portion of the Warrant, that a
new Warrant of like tenor for the remaining Shares purchasable pursuant to the
Warrant be issued and delivered to the undersigned at the address stated below.

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



--------------------------------------   ---------------------------------------
Social Security Number                   Printed Name
or Employee ID Number
                                         Address:
                                                 -------------------------------

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

Warrant No.: ##


<PAGE>


                                    EXHIBIT B
                                    ---------
                                 ASSIGNMENT FORM
                                 ---------------


         FOR VALUE RECEIVED, the undersigned,

_________________________________, hereby sells, assigns and transfers unto:

Name:
     ------------------------------------------------------------------
                  (Please type or print in block letters)

Address:
        ---------------------------------------------------------------

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

the right to purchase ____________ shares (the "Shares") of NUWAVE Technologies,
Inc. (the "Company") pursuant to the terms and conditions of the Warrant held by
the undersigned. The undersigned hereby authorizes and directs the Company (i)
to issue and deliver to the above-named assignee at the above address a new
Warrant pursuant to which the rights to purchase being assigned may be
exercised, and (ii) if there are rights to purchase Shares remaining pursuant to
the undersigned's Warrant after the assignment contemplated herein, to issue and
deliver to the undersigned at the address stated below a new Warrant evidencing
the right to purchase the number of Shares remaining after issuance and delivery
of the Warrant to the above-named assignee. Except for the number of Shares
purchasable, the new Warrant to be issued and delivered by the Company is to
contain the same terms and conditions as the undersigned's Warrant. This
Assignment is subject to receipt by the Company of such investment
representations by assignee, as may be reasonably required under the Securities
Act of 1933, as amended, and Section 3.1 of the Warrant. To complete the
assignment contemplated by this Assignment Form, the undersigned hereby
irrevocably constitutes and appoints _____________________________ as the
undersigned's attorney-in-fact to transfer the Warrant and the rights thereunder
on the books of the Company with full power of substitution for these purposes.

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

--------------------------------------   ---------------------------------------
Social Security Number                   Printed Name
or Employee ID Number of Transferee
                                         Address:
                                                 -------------------------------

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

Warrant No.: ##