<PAGE>

                                                   Common Stock Purchase Warrant
                                                                   35,000 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, IMPRIMIS INVESTORS LLC, a limited
liability company organized under the laws of the State of Delaware ("Wexford
Spectrum") is entitled to purchase up to Thirty-five Thousand (35,000) 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 23, 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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