<PAGE>

                                                Common Stock Purchase Warrant
                                                                75,000 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, 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 Seventy-five Thousand 
(75,000) 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 

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<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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