<PAGE>

                                                 Common Stock Purchase Warrant
                                                                 43,500 Shares
                                                        (subject to adjustment)

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE
ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE
SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

                                                   Void after October 15, 2002

                          COMMON STOCK PURCHASE WARRANT
                                           
THIS CERTIFIES THAT, for value received, WEXFORD SPECTRUM INVESTORS LLC, a
limited liability company organized under the laws of the State of Delaware
("Wexford Spectrum") is entitled to purchase up to Forty-three Thousand Five
Hundred (43,500) Shares of Common Stock of PC QUOTE, INC., a Delaware
corporation, at a price of Two Dollars ($2.00) per Share (the "Warrant Price"),
subject to adjustments and all other terms and conditions set forth in this
Warrant.

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

         (a)  "Act" shall mean the Securities Act of 1933, as amended, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
                    
         (b)  "Acquisition" shall mean any sale, license, or other disposition
of all or substantially all of the assets of the Company, or any reorganization,
consolidation, or merger of the Company where the holders of the Company's
securities before the transaction beneficially own less than 50% of the
outstanding voting securities of the surviving entity after the transaction.
                    
         (c)  "Commission" shall mean the Securities and Exchange Commission,
or any other Federal agency at the time administering the Act.

<PAGE>

         (d)  "Common Stock" shall mean shares of the Company's presently or
subsequently authorized common stock, par value $0.001, and any stock for which
such common stock may hereafter be exchanged.
                    
         (e)  "Company" shall mean PC QUOTE, INC., a Delaware corporation, and
any corporation which shall succeed to or assume the obligations of PC QUOTE,
INC., under this Warrant.
                    
         (f)  "Date of Grant" shall mean October 15, 1997.
                    
         (g)  "Exercise Date" shall mean the effective date of the delivery of
the Notice of Exercise pursuant to Section 4 below.
                    
         (h)  "Holder" shall mean any person who shall at the time be the
registered holder of this Warrant.
                    
         (i)  "Shares" shall mean shares of Common Stock.

    2.   ISSUANCE OF WARRANT AND CONSIDERATION THEREFOR.  This Warrant is
issued in consideration of the purchase price paid by Wexford Spectrum to the
Company as set forth in that certain Stock and Warrant Purchase Agreement dated
as of the date hereof and made and entered into by and between the Company, as
Seller, and Wexford Spectrum and Imprimis Investors LLC, a Delaware limited
liability company, as Buyers.

    3.   TERM.  The purchase right represented by this Warrant is exercisable
only during the period commencing upon the Date of Grant and ending on
October 15, 2002.

    4.   METHOD OF EXERCISE AND PAYMENT.

         (a)  METHOD OF EXERCISE.  Subject to Section 3 hereof and compliance
with all applicable Federal and state securities laws, the purchase right
represented by this Warrant may be exercised, in whole or in part and from time
to time, by the Holder by (i) surrender of this Warrant and delivery of the
Notice of Exercise (the form of which is attached hereto as Exhibit A), duly
executed, at the principal office of the Company and (ii) payment to the Company
of an amount equal to the product of the then applicable Warrant Price
multiplied by the number of Shares then being purchased pursuant to one of the
payment methods permitted under Section 4(b) below.
                    
         (b)  METHOD OF PAYMENT.  Payment shall be made either (1) by cashier's
or certified check drawn on a United States bank and for United States funds
made payable to the Company, or (2) by wire transfer of United States funds for
the account of the Company.
                    
         (c)  DELIVERY OF CERTIFICATE.  In the event of any exercise of the
purchase right represented by this Warrant, certificates for the Shares so
purchased shall be

                                       2
<PAGE>

delivered to the Holder within five days of delivery of the Notice of 
Exercise and, unless this Warrant has been fully exercised or has expired, a 
new warrant representing the portion of the Shares with respect to which this 
Warrant shall not then have been exercised shall also be issued to the Holder 
within such ten day period.
                    
         (d)  NO FRACTIONAL SHARES.  No fractional shares shall be issued in
connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall make a cash payment therefor upon the basis of the fair market
value per Share as of the date of exercise.
                    
         (e)  COMPANY'S REPRESENTATIONS.
                    
              (i)  The Company is soliciting proxies in connection with its
Annual Meeting of Stockholders for, among other things, a proposal to amend its
Certificate of Incorporation to increase the number of shares of Common Stock
authorized for issuance.  If such proposal is approved by the Company's
stockholders, the Company shall file a Certificate of Amendment to its
Certificate of Incorporation with the Secretary of State of the State of
Delaware (the "Amendment") in order to increase such number of authorized shares
of Common Stock.  From and after the date of filing the Amendment, all Shares
which may be issued upon the exercise of the purchase right represented by this
Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and
non-assessable, and free of any liens and encumbrances except for restrictions
on transfer under applicable federal and state securities laws.  From and after
the date of the Amendment, during the period within which the purchase right
represented by this Warrant may be exercised, the Company shall at all times use
its best efforts to have authorized, and reserved for the purpose of issuance
upon exercise of the purchase right represented by this Warrant, a sufficient
number of Shares to provide for the exercise of the purchase right represented
by this Warrant;

              (ii) This Warrant has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general application affecting the
enforcement of creditors' rights;
                         
              (iii)     The execution and delivery of this Warrant are not, and
from and after the date of the Amendment, the issuance of the Shares upon
exercise of this Warrant in accordance with the terms hereof will not be,
inconsistent with the Company's Certificate of Incorporation or Bylaws, do not
and will not contravene any law, governmental rule or regulation, judgment or
order applicable to the Company, and do not and will not conflict with or
contravene any provision of, or constitute a default under, any material
indenture, mortgage, contract or other instrument of which the Company is a
party or by which it is bound, or require the registration or filing with or the
taking of any action in respect of or by, any federal, state or local government
authority or agency (other than such consents, approvals, notices, actions, or
filings as have already been obtained or made, as the case may be).

                                       3
<PAGE>

    5.   ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.  The number of
Shares issuable upon the exercise of this Warrant and the Warrant Price shall be
subject to adjustment from time to time upon the occurrence of certain events,
as follows:

         (a)  ADJUSTMENT FOR DIVIDENDS IN STOCK.  In case at any time or from
time to time on or after the date hereof the holders of the Common Stock of the
Company (or any shares of stock or other securities at the time receivable upon
the exercise of this Warrant) shall have received or, on or after the record
date fixed for the determination of eligible stockholders, shall have become
entitled to receive, without payment therefor, other or additional stock of the
Company by way of dividend then, and in each case, the Holder of this Warrant
shall, upon the exercise hereof, be entitled to receive, in addition to the
number of shares of Common Stock receivable thereupon, and without payment of
any additional  consideration therefor, the amount of such other or additional
stock of the Company which such Holder would hold on the date of such exercise
had it been the holder of record of such Common Stock on the date hereof and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and/or all other additional stock receivable
by it as aforesaid during such period, giving effect to all adjustments called
for during such period by paragraphs (b) and (c) of this Section 5.
                    
         (b)  ADJUSTMENT FOR RECLASSIFICATION OR REORGANIZATION.  In case of
any reclassification or change of the outstanding securities of the Company or
of any consolidation, merger or reorganization of the Company on or after the
date hereof, then and in each such case the Holder of this Warrant, upon the
exercise hereof at any time after the consummation of such reclassification,
change, consolidation, merger or reorganization, shall be entitled to receive,
in lieu of or in addition to the stock or other securities and property
receivable upon the exercise hereof prior to such consummation, the stock or
other securities to which such Holder would have been entitled upon such
consummation if such Holder had exercised this Warrant immediately prior
thereto, all subject to further adjustment as provided in subparagraphs (a) and
(c); in each such case, the terms of this Paragraph 5 shall be applicable to the
shares of stock or other securities property receivable upon the exercise of
this Warrant after such consummation.
                    
         (c)  STOCK SPLITS AND REVERSE STOCK SPLITS.  If, at any time on or
after the date hereof, the Company shall subdivide its outstanding shares of
Common Stock into a greater number of shares, the Warrant Price in effect
immediately prior to such subdivision shall thereby be proportionately reduced
and the number of shares receivable upon exercise of this Warrant shall thereby
be proportionately increased; and, conversely, if at any time on or after the
date hereof the outstanding number of shares of Common Stock shall be combined
into a smaller number of shares, the Warrant Price in effect immediately prior
to such combination shall thereby be proportionately increased and the number of
shares receivable upon exercise of the Warrant shall be proportionately
decreased.
                    
         (d)  ADJUSTMENTS TO WARRANT PRICE.  Whenever the number of Shares
purchasable upon exercise of this Warrant is adjusted, as herein provided, the
Warrant Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to such

                                       4
<PAGE>

adjustment by a fraction, of which the numerator shall be the number of 
Shares purchasable upon the exercise of each Warrant immediately prior to 
such adjustment, and of which the denominator shall be the number of Shares 
so purchasable immediately thereafter.
                    
         (e)  CERTIFICATES AS TO ADJUSTMENTS.  Upon each adjustment of the
Warrant Price, the Company at its expense shall promptly compute such
adjustment, and furnish the Holder with a certificate of its Chief Financial
Officer setting forth such adjustment and the facts upon which such adjustment
is based.  The Company shall, upon written request, furnish the Holder a
certificate setting forth the Warrant Price in effect upon the date thereof and
the series of adjustments leading to such Warrant Price.

    6.   ACQUISITIONS.

         (a)  ASSUMPTION OF WARRANT.  If upon the closing of any Acquisition
the successor entity assumes the obligations of this Warrant, then this Warrant
shall be exercisable for the same securities, cash, and property as would be
payable for the Shares issuable upon exercise of the unexercised portion of this
Warrant as if such Shares were outstanding on the record date for the
Acquisition and subsequent closing.
                    
         (b)  NONASSUMPTION.  If upon the closing of any Acquisition the
successor entity does not assume the obligations of this Warrant and the Holder
has not otherwise exercised this Warrant in full, then the unexercised portion
of this Warrant shall be deemed to have been automatically converted pursuant to
Section 4(c) and thereafter the Holder shall participate in the acquisition on
the same terms as other holders of the same class of securities of the Company.

    7.   NOTICES; INFORMATION; REGISTRATION.

         (a)  NOTICE OF CERTAIN EVENTS.  If the Company proposes at any time
(a) to effect any reclassification or recapitalization of Common Stock; (b) to
merge or consolidate with or into any other corporation, or sell, lease,
license, or convey all or substantially all of its assets, or to liquidate,
dissolve or wind up; or (c) offer holders of registration rights the opportunity
to participate in an underwritten public offering of the company's securities
for cash, then, in connection with each such event, the Company shall give the
Holder at least 14 days prior written notice of the date on which a record will
be taken for such action.  
                    
         (b)  INFORMATION RIGHTS.  So long as the Holder holds this Warrant
and/or any of the Shares, the Company shall deliver to the Holder (a) promptly
after mailing, copies of all notices or other written communications to the
stockholders of the Company, (b) within ninety days after the end of each fiscal
year of the Company, the annual audited financial statements of the Company
audited by independent public accountants of recognized standing and (c) within
forty-five days after the end of each of the first three quarters of each fiscal
year, the Company's quarterly, unaudited financial statements.

                                       5
<PAGE>

         (c)  REGISTRATION UNDER SECURITIES ACT OF 1933.  The Company agrees
that the Shares shall be subject to the registration rights set forth on
Exhibit B.

    8.   COMPLIANCE WITH ACT; TRANSFERABILITY AND NEGOTIABILITY OF WARRANT;
         DISPOSITION OF SHARES.

         (a)  COMPLIANCE WITH ACT.  The Holder, by acceptance hereof, agrees
that this Warrant and the Shares to be issued upon the exercise hereof are being
acquired solely for its own account and not as a nominee for any other party and
not with a view toward the resale or distribution thereof and that it will not
offer, sell or otherwise dispose of this Warrant or any Shares to be issued upon
the exercise hereof except under circumstances which will not result in a
violation of the Act.  This Warrant and the Shares to be issued upon the
exercise hereof (unless registered under the Act) shall be imprinted with a
legend in substantially the following form:
                    
     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
     ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION
     STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN
     ACCORDANCE WITH RULE 144 UNDER THE ACT, OR THE COMPANY RECEIVES AN
     OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY
     SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
     ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
     PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

In addition, this Warrant and the Shares to be issued upon the exercise hereof
shall bear any legends required by the securities laws of any applicable states.

         (b)  TRANSFERABILITY AND NEGOTIABILITY OF WARRANT.  This Warrant may
not be transferred or assigned in whole or in part without compliance with all
applicable federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions satisfactory to the Company, if requested by the Company and the
transfer is to a person other than a general partner or affiliate of the initial
Holder).  Subject to the provisions of this Warrant with respect to compliance
with the Act, title to this Warrant may be transferred by endorsement and
delivery in the same manner as a negotiable instrument transferable by
endorsement and delivery.  The Company shall act promptly to record transfers of
this Warrant on its books, but the Company may treat the registered holder of
this Warrant as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary.

                                       6
<PAGE>

         (c)  DISPOSITION OF SHARES.  With respect to any offer, sale, transfer
or other disposition of any Shares acquired pursuant to the exercise of this
Warrant prior to registration of such Shares, except for any such offer, sale,
transfer or other disposition of Shares to an affiliate of the initial Holder,
the Holder and each subsequent holder of this Warrant agrees to give written
notice to the Company prior thereto, describing briefly the manner thereof, and
if such transfer is not pursuant to Rule 144, a written opinion of legal counsel
for such holder, if requested by the Company, to the effect that such offer,
sale or other disposition may be effected without registration or qualification
of such Shares.  Notwithstanding the foregoing, such Shares may be offered, sold
or otherwise disposed of in accordance with Rule 144, provided that the Company
shall have been furnished with such information as the Company may reasonably
request to provide a reasonable assurance that the provisions of Rule 144 have
been satisfied.  Each certificate representing the Shares thus transferred
(except a transfer pursuant to Rule 144) shall bear a restrictive legend as to
the applicable restrictions on transferability in order to insure compliance
with the Act, unless in the aforesaid opinion of legal counsel for the holder,
such legend is not required in order to insure compliance with the Act.

    9.   RIGHTS OF STOCKHOLDERS.  No Holder shall be entitled to vote or
receive dividends or be deemed the holder of Shares or any other securities of
the Company which may at any time be issuable on the exercise of this Warrant
for any purpose, nor shall anything contained herein be construed to confer upon
the Holder, as such, any of the 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 thereof, or to give or withhold consent to any
corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, consolidation, merger, transfer of assets or
otherwise) or, except as expressly required herein, to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until this
Warrant shall have been exercised and the Shares issuable upon exercise hereof
shall have become deliverable, as provided herein.

    10.  REPLACEMENT OF WARRANTS.  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 amount 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 like tenor.

    11.  EXCHANGE OF WARRANT.  Subject to the other provisions of this Warrant,
on surrender of this Warrant for exchange, and subject to the provisions of this
Warrant with respect to compliance with the Act, the Company 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 (on payment by the Holder of
any applicable transfer taxes) may direct, for the number of Shares issuable
upon exercise thereof.

    12.  NOTICES.  All notices and other communications from the Company to the
Holder, or vice versa, shall be deemed delivered and effective when given
personally or

                                       7
<PAGE>

mailed by first-class registered or certified mail, postage prepaid, at such 
address as may have been furnished to the Company or the Holder, as the case 
may be, in writing by the Company or such Holder from time to time.

    13.  WAIVER.  This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.

    14.  GOVERNING LAW.  This Warrant shall be governed by and construed in
accordance with the laws of the State of Delaware.

    15.  TITLES AND SUBTITLES; FORMS OF PRONOUNS.  The titles of the Sections
and Subsections of this Warrant are for convenience only and are not to be
considered in construing this Warrant.  All pronouns used in this Warrant shall
be deemed to include masculine, feminine and neuter forms.
               
    16.  ATTORNEYS' FEES.  In the event of any dispute between the parties
concerning the terms and provisions of this Warrant, the party prevailing in
such dispute shall be entitled to collect from the other party all costs
incurred in such dispute, including reasonable attorneys' fees.

    Dated: October 15, 1997.           PC QUOTE, INC., a Delaware corporation


                                       By:______________________________________
                                          Jim R. Porter, Chief Executive Officer


                                       By:_____________________________________
                                          Darlene E. Czaja, Secretary

                                       8
<PAGE>

                                   EXHIBIT A
                                           
                               NOTICE OF EXERCISE
                                           

TO:       PC QUOTE, INC.

     1.  The undersigned Holder of the attached Common Stock Purchase Warrant
hereby elects to exercise its purchase right under such Warrant with respect to
________________ Shares, as defined in the Warrant.

     2.  The undersigned Holder elects to pay the aggregate Warrant Price for
such Shares (the "Exercise Shares") in the following manner:

         [  ]  by the enclosed cashier's or certified check drawn on a United
         States bank and for United States funds made payable to the Company in
         the amount of $_____________; or
       
         [  ]  by wire transfer of United States funds to the account of the
         Company in the amount of $___________, which transfer has been made
         before or simultaneously with the delivery of this Notice pursuant to
         the instructions of the Company.

     3.  Please issue a stock certificate or certificates representing the
appropriate number of Shares in the name of the undersigned or in such other
names as is specified below:

               Name:   ___________________________________________

               Address:___________________________________________

                       ___________________________________________


Tax ID No.: _________________________

                                       HOLDER:

                                       ______________________________________

                                           By:_______________________________

Date:__________________________                    Title:____________________

<PAGE>

                                   EXHIBIT B
                                           

                        STATEMENT OF REGISTRATION RIGHTS
                                           
    1.   DEFINITIONS.  For purposes of the Warrant to which this Statement of
Registration Rights is attached as Exhibit B:

         (a)  The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act of 1933, as amended (the
"Act"), and the declaration or ordering of effectiveness of such registration
statement or document;
                    
         (b)  The term "Registrable Securities" means the shares of Common
Stock issued or issuable upon exercise of the Warrant;
                    
         (c)  The term "Holder" means the original holder of the Warrant and
any transferee of the Warrant; and
                    
         (d)  The term "Warrant" means the original Warrants issued in
connection with the Stock and Warrant Purchase Agreement, dated as of
October 15, 1997, between the Company, as Seller, and Wexford Spectrum Investors
LLC, a Delaware limited liability company, and Imprimis Investors LLC, a
Delaware limited liability company, as Buyers, and all Warrants issued as a
result of the transfer of such original Warrants.

    2.   COMPANY REGISTRATION.  If (but without any obligation to do so) the
Company proposes at any time before October 15, 2002 to register (including for
this purpose a registration effected by the Company for stockholders other than
Holder) any of its stock or other securities under the Act in connection with
the public offering for its own account of such securities solely for cash
(other than a registration relating solely to the sale of securities to
participants in a Company stock plan, or a registration on any form which does
not include substantially the same information as would be required to be
included in a registration statement covering the sale of the Registrable
Securities), the Company shall, at such time, promptly give Holder written
notice of such registration.  Upon the written request of Holder given within
twenty days after mailing of such notice by the Company, the Company shall,
subject to the provisions of Section 8 hereof and Section 5 of the Warrant,
cause to be registered under the Act all of the Registrable Securities that each
such Holder has requested to be registered.

    3.   DEMAND REGISTRATION.  In case the Company shall, at any time before
October 15, 2002, receive from Holders holding 40% or more of the outstanding
Registrable Securities a written request (to be exercised only once) that the
Company effect a registration and any related qualification or compliance with
respect to all or a part of the Registrable Securities (which registration shall
at the election of Holder either be for a registration for a primary issuance of
the Shares upon the exercise of the Warrant or the resale of the Shares
previously issued upon exercise of the Warrant at the election of Holder) owned
by such Holder, the Company will promptly notify each other Holder (if any) of
such request and will:

<PAGE>

         (a)  as soon as practicable, effect such registration and all such
qualifications and compliances as may be so requested and as would permit or
facilitate the sale and distribution of all or such portion of a Holder's
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any other holder of registration
rights joining in such request as are specified in a written request given
within 20 days after receipt of such written notice from the Company; PROVIDED,
HOWEVER, that the Company shall not be obligated to effect any such
registration, qualification or compliance, pursuant to this Section 3:  (1) if
the Company has effected a registration of Registrable Securities pursuant to
this Section 3 within the preceding 12 months; (2) if the Company shall furnish
to Holder a certificate signed by the President of the Company stating that in
the good faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its stockholders for such registration
to be effected at such time, in which event the Company shall have the right to
defer the filing of the registration statement for a period of not more than 60
days after receipt of the request of Holder under this Section 3; PROVIDED,
HOWEVER, that the Company shall not utilize this right more than once in any
twelve-month period; or (3) in any jurisdiction in which the Company would be
required to qualify to do business or to execute a general consent to service of
process in effecting such registration, qualification or compliance; and,
                    
         (b)  subject to the foregoing, file a registration statement covering
the Registrable Securities and other securities so requested to be registered
promptly after receipt of the request or requests of Holder, and in any event
within 30 days of receipt of such request.
                    
    4.   OBLIGATION OF THE COMPANY.  Subject to the terms of the Warrant, in
the event that the Company is to effect the registration of any Registrable
Securities pursuant to Section 2 or 3 hereof, the Company shall promptly:

         (a)  Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective, and, upon the request of the holders
of a majority of the securities registered thereunder, keep such registration
statement effective for up to one hundred twenty (120) days, or such shorter
period as is required to dispose of all securities covered by such registration
statement.

         (b)  Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such
registration statement.

         (c)  Furnish to Holder such number of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as Holder may reasonably request in order to
facilitate the disposition of Registrable Securities owned by Holder.
                    
         (d)  Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by Holder, provided
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions or to agree to any restrictions as
to the conduct of its business in the ordinary course thereof.
                    
         (e)  In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering.  Holder shall also enter
into and perform its obligations under such underwriting agreement.
                    
                                       2
<PAGE>

         (f)  Notify Holder at any time when a prospectus relating to
Registrable Securities of Holder covered by such registration statement is
required to be delivered under the Act, of the happening of any event as a
result of which the prospectus included in such registration statement, as then
in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances under which they were
made.
                    
         (g)  Furnish, at the request of Holder, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to the Warrant, if such securities are being sold
through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to Holder and (ii) a letter
dated such date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to Holder.

    5.   AVAILABILITY OF RULE 144.  Notwithstanding anything in the Warrant or
this Statement of Registration Rights to the contrary, the Company shall not be
obligated to effect any such registration, qualification or compliance, pursuant
to Section 2 or 3, if application of Rule 144 would allow Holder requesting a
registration under Section 2 or 3 to dispose of the Registrable Securities for
which a registration is demanded within a single 90-day period.

    6.   FURNISH INFORMATION.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to the Warrant that the
selling Holder shall furnish to the Company such information regarding itself,
the Registrable Securities held by Holder, and the intended method of
disposition of such securities as shall be required to effect the registration
of their Registrable Securities.

    7.   EXPENSES.  The Company shall bear and pay all expenses (other than
underwriting discounts and commissions) incurred in connection with any
registration, filing or qualification of Registrable Securities, including
(without limitation) all registration, filing, and qualification fees, legal,
printers and accounting fees relating thereto, and the cost of any reasonable
fees or disbursements of counsel for Holder.

    8.   UNDERWRITING REQUIREMENTS.  In connection with any registrations in
which Registrable Securities have a right to be included pursuant to Section 2
hereof and which involves an underwriting of securities being issued by the
Company, the Company shall not be required, under Section 2 hereof, to include
any of Holder's securities in such underwriting unless Holder accepts the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by it, and then only in such quantity as will not, in the opinion of
the underwriters, jeopardize the success of the offering by the Company.  If the
total amount of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters reasonably believe
compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters believe will not jeopardize the
success of the offering, the securities so included to be apportioned pro rata
among the selling Holder and other shareholders holding contractual registration
rights according to the total amount of securities entitled to be included
herein owned by each selling stockholder or in such other proportions as shall
mutually be agreed to by Holder and each other selling stockholder.

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<PAGE>

    9.   INDEMNIFICATION.  In the event any Registrable Securities are included
n a registration statement filed by the Company:

         (a)  The Company will indemnify and holder harmless Holder, its
officers, directors, and agents, any underwriter (as defined in the Act) for
Holder and each person, if any, who controls Holder or underwriter within the
meaning of the Act or the Securities Exchange Act of 1934, as amended (the "1934
Act"), against any losses, claims, damages, or liabilities (joint or several)
asserted by a third party to which they may become subject under the Act, the
1934 Act or other federal or state law, insofar as such losses, claims, damages,
or liabilities (or actions in respect thereof) arise out of or are based upon
any of the following statements, omissions or violations (collectively a
"Violation"):  (i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, (ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation of the
Company of the Act, the 1934 Act, any state securities law or any rule or
regulation promulgated under the Act, the 1934 Act or any state securities law;
and the Company will reimburse Holder, any of its officers or directors,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them, as incurred, in connection with investigating or defending any
such loss, claim, damage, liability, or action; PROVIDED, HOWEVER, that the
indemnity agreement contained in this Section 9(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability, or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, underwriter or controlling person.
                    
         (b)  Holder will indemnify and hold harmless the Company, each of its
directors, each of its officers who have signed the registration statement, each
person, if any, who controls the Company with the meaning of the Act, any
underwriter and any other shareholder selling securities in such registration
statement or any of its directors or officers or any person who controls such
shareholder, against any losses, claims, damages, or liabilities (joint or
several) asserted by a third party to which the Company or any such director,
officer, controlling person, or underwriter or controlling person, or other such
shareholder or director, officer or controlling person may become subject, under
the Act, the 1934 Act or other federal or state law, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereto) arise out of or
are based upon any Violation, in each case to the extent (and only to the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by Holder expressly for use in connection with
such registration; and Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, underwriter or controlling person, other shareholder, officer, director,
or controlling person, as incurred, in connection with investigating or
defending any such loss, claim, damage, liability, or action; PROVIDED, HOWEVER,
that the obligations of Holder hereunder shall be limited to an amount equal to
the net proceeds (equal to the offering price less the exercise price, expenses
and underwriting commissions and discounts) to such Holder of Shares sold as
contemplated herein.  Notwithstanding the foregoing, the indemnity agreement
contained in this Section 9(b) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the consent of Holder, which consent shall not be unreasonably withheld.
                    
         (c)  Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying part under this Section 9, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party

                                       4
<PAGE>

similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; PROVIDED, HOWEVER, that an indemnified party shall
have the right to  retain its own counsel, with the fees and expenses to be paid
by the  indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other
party represented by such counsel in such proceeding.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to  defend such
action, shall relieve such indemnifying party of any liability to  the
indemnified party under this Section 9, but the omission so to deliver  written
notice to the indemnifying party will not relieve it of any liability  that it
may have to any indemnified party otherwise than under this Section 9.

    10.  REPORTS UNDER THE 1934 ACT.  With a view to making available to Holder
the benefits of Rule 144 promulgated under the Act and any other rule or
regulation of the SEC that may at any time permit Holder to sell securities of
the Company to the public without registration the Company will endeavor to:

         (a)  make and keep public information available, as those terms are
understood and defined in SEC Rule 144;
                    
         (b)  take such action as is necessary to enable Holder to utilize an
abbreviated registration statement for the sale of its Registrable Securities;
                    
         (c)  file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the 1934 Act; and
                    
         (d)  furnish to Holder, so long as Holder owns any Registrable
Securities, forthwith upon request (i) a written statement by the Company that
it has complied with the reporting requirements of SEC Rule 144, the Act and the
1934 Act, or that it qualifies as a registrant whose securities may be resold
pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be
reasonably requested in availing Holder of any rule or regulation of the SEC
which permits the selling of any such securities without registration or
pursuant to such form.

    11.  ASSIGNMENT OF REGISTRATION RIGHTS.  The rights to cause the Company to
register Registrable Securities pursuant to the Warrant may be assigned by
Holder to a permitted transferee or assignee of the Warrant of all 150,000
Shares, provided the Company is, within a reasonable time after such transfer,
furnished with written notice of the name and address of such transferee or
assignee and the securities with respect to which such registration rights are
being assigned; and provided, further, that such assignment shall be effective
only if immediately following such transfer the further disposition of such
securities by the transferee or assignee is restricted under the Act.

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