THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR ANY  STATE  SECURITIES  LAW,  AND  MAY  NOT BE  SOLD,  TRANSFERRED,  PLEDGED,
HYPOTHECATED  OR OTHERWISE  DISPOSED OF OR EXERCISED  UNLESS (i) A  REGISTRATION
STATEMENT  UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS SHALL
HAVE  BECOME   EFFECTIVE  WITH  REGARD  THERETO,   OR  (ii)  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

AN INVESTMENT IN THESE SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  HOLDERS MUST
RELY ON THEIR  OWN  ANALYSIS  OF THE  INVESTMENT  AND  ASSESSMENT  OF THE  RISKS
INVOLVED. SEE THE RISK FACTORS SET FORTH UNDER THAT CERTAIN INVESTMENT AGREEMENT
BY AND BETWEEN THE COMPANY AND HOLDER REFERENCED THEREIN AS EXHIBIT J.


Warrant to Purchase
      "N" shares                                            Warrant Number ____
     ----

                        Warrant to Purchase Common Stock
                                       of
                              Prime Companies, Inc.

         THIS CERTIFIES that Swartz Private Equity, LLC or any subsequent holder
hereof  ("Holder"),  has the right to purchase  from Prime  Companies,  Inc.,  a
Delaware  corporation  (the "Company"),  up to "N" fully paid and  nonassessable
shares, wherein "N" is defined below, of the Company's common stock, $0.0001 par
value per share ("Common Stock"), subject to adjustment as provided herein, at a
price  equal to the  Exercise  Price as defined in Section 3 below,  at any time
beginning on the Date of Issuance  (defined  below) and ending at 5:00 p.m., New
York,  New York time the date that is five (5) years  after the Date of Issuance
(the "Exercise  Period");  provided,  that,  with respect to each "Put," as that
term  is  defined  in  that  certain   Investment   Agreement  (the  "Investment
Agreement")  by and between the initial  Holder and  Company,  dated on or about
October 3, 2000,  "N" shall equal ten  percent  (10%) of the number of shares of
Common Stock purchased by the Holder in that Put.

         Holder  agrees with the Company  that this  Warrant to Purchase  Common
Stock of the Company (this  "Warrant") is issued and all rights  hereunder shall
be held subject to all of the  conditions,  limitations and provisions set forth
herein.

         1.       Date of Issuance and Term.
                  --------------------------

         This  Warrant  shall be deemed to be  issued on  _____________,  ______
("Date of  Issuance").  The term of this Warrant is five (5) years from the Date
of Issuance.
<PAGE>

         Notwithstanding anything to the contrary herein, the applicable portion
of this Warrant shall not be  exercisable  during any time that, and only to the
extent  that,  the number of shares of Common  Stock to be issued to Holder upon
such exercise,  when added to the number of shares of Common Stock, if any, that
the Holder otherwise beneficially owns at the time of such exercise, would equal
or exceed  4.99% of the number of shares of Common  Stock then  outstanding,  as
determined  in  accordance  with  Section  13(d) of the Exchange Act (the "4.99%
Limitation").  The  4.99%  Limitation  shall be  conclusively  satisfied  if the
applicable  Exercise Notice includes a signed  representation by the Holder that
the  issuance of the shares in such  Exercise  Notice will not violate the 4.99%
Limitation,  and  the  Company  shall  not be  entitled  to  require  additional
documentation of such satisfaction.

         2.       Exercise.
                  --------

         (a) Manner of Exercise. During the Exercise Period, this Warrant may be
exercised as to all or any lesser  number of full shares of Common Stock covered
hereby (the "Warrant Shares") upon surrender of this Warrant,  with the Exercise
Form  attached  hereto as Exhibit A (the  "Exercise  Form") duly  completed  and
executed,  together  with the full  Exercise  Price (as defined  below) for each
share of Common  Stock as to which this Warrant is  exercised,  at the office of
the Company, Attention:  Norbert J. Lima, CEO, Prime Companies, Inc., 2975 Treat
Boulevard,  Suite C8, Concord, CA 94518; Telephone:  (925) 687-9669,  Facsimile:
(925)  687-9670,  or at such other office or agency as the Company may designate
in writing, by overnight mail, with an advance copy of the Exercise Form sent to
the Company and its Transfer Agent by facsimile  (such  surrender and payment of
the Exercise Price hereinafter called the "Exercise of this Warrant").

         (b) Date of Exercise.  The "Date of  Exercise" of the Warrant  shall be
defined as the date that the advance copy of the completed and executed Exercise
Form is sent by facsimile to the Company, provided that the original Warrant and
Exercise  Form are  received by the Company as soon as  practicable  thereafter.
Alternatively,  the Date of Exercise  shall be defined as the date the  original
Exercise Form is received by the Company,  if Holder has not sent advance notice
by facsimile.  The Company shall not be required to deliver the shares of Common
Stock to the Holder until the requirements of Section 2(a) above are satisfied.

         (c) Delivery of Shares of Common Stock Upon Exercise. Upon any exercise
of this Warrant,  the Company shall use its reasonable  best efforts to deliver,
or  shall  cause  its  transfer  agent  to  deliver,   a  stock  certificate  or
certificates  representing  the number of shares of Common Stock into which this
Warrant was exercised, within three (3) trading days of the date that all of the
following  have been  received by the Company:  (i) the original  completed  and
executed  Exercise Form, (ii) the original  Warrant and (iii) the Exercise Price
(if applicable)(collectively, the "Receipt Date"). Such stock certificates shall
not contain a legend restricting  transfer if a registration  statement covering
the  resale  of such  shares  of  Common  Stock is in effect at the time of such
exercise  or if such  shares  of  Common  Stock  may be  resold  pursuant  to an
exemption  from  registration,  including  but not limited to Rule 144 under the
Securities Act of 1933.
<PAGE>

         (d) Economic Loss Due to Late Delivery of Shares.  If the Company fails
for any  reason to  deliver  the  requisite  number  of  shares of Common  Stock
(unlegended,  if so required by the terms of this Warrant)(the "Warrant Shares")
to a Holder upon an exercise of this Warrant  within  fifteen (15) business days
of the Receipt Date (the "Late Delivery  Deadline"),  the Company shall pay such
Holder (in addition to any other  remedies  available to Holder) an amount equal
to  ("Non-Delivery  Payment") the number of Warrant Shares for which delivery is
late, multiplied by the difference of:

                  (x) the highest  closing price for the Company's  Common Stock
                  for  any  trading  day  during  the  period  beginning  on and
                  including  the Date of  Exercise  and ending on the earlier of
                  (i) the  date  that the  Investor  receives  from the  Company
                  certificates (unlegended,  if so required by the terms of this
                  Warrant)  representing  the  Warrant  Shares of  Common  Stock
                  issuable in conjunction  with such Exercise,  or (ii) the date
                  that the Investor receives the full amount of the Non-Delivery
                  Payment, whichever is earlier,

                  minus

                  (y) the  Exercise  Price  per share  (which,  in the case of a
                  Cashless Exercise,  shall be deemed to equal zero), or, if the
                  Investor has received the Warrant  Shares  (unlegended,  if so
                  required by the terms of this  Warrant) from the Company prior
                  to the payment of the Non-Delivery Payment, the lowest closing
                  price of the  Company's  Common Stock for the five (5) trading
                  days  immediately  preceding the date that such Warrant Shares
                  are delivered to the Holder.

                  Non-Delivery  Payments  shall  be  payable,  in  cash  or cash
                  equivalent, within five (5) business days of the Late Delivery
                  Deadline.

         (e) Liquidated  Damages.  The parties hereto acknowledge and agree that
the sums payable as Non-Delivery  Payments shall give rise to liquidated damages
and not penalties.  The parties further  acknowledge that (i) the amount of loss
or damages  likely to be incurred by the Holder is  incapable or is difficult to
precisely estimate,  (ii) the amounts specified bear a reasonable proportion and
are not plainly or grossly  disproportionate  to the probable  loss likely to be
incurred  by the  Investor,  and (iii) the parties  are  sophisticated  business
parties and have been represented by sophisticated  and able legal and financial
counsel and negotiated this Agreement at arm's length.

         (f)  Cancellation  of Warrant.  This Warrant shall be canceled upon the
Exercise of this Warrant,  and, as soon as practical after the Date of Exercise,
Holder  shall be  entitled  to  receive  Common  Stock for the  number of shares
purchased  upon  such  Exercise  of this  Warrant,  and if this  Warrant  is not
exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms identical to this Warrant)  representing  any unexercised  portion of this
Warrant in addition to such Common Stock.

         (g) Holder of Record.  Each person in whose name any Warrant for shares
of Common Stock is issued shall, for all purposes, be deemed to be the Holder of
record of such shares on the Date of Exercise of this Warrant,  irrespective  of
the date of delivery of the Common  Stock  purchased  upon the  Exercise of this
Warrant.  Nothing in this Warrant shall be construed as  conferring  upon Holder
any rights as a stockholder of the Company.
<PAGE>

         3.       Payment of Warrant Exercise Price.
                  ---------------------------------

         The Exercise Price  ("Exercise  Price"),  shall  initially equal $Y per
share ("Initial Exercise Price"), where "Y" shall equal the Market Price for the
applicable Put (as both are defined in the Investment Agreement) or, if the Date
of Exercise is more than six (6) months after the Date of  Issuance,  the lesser
of (i) the Initial Exercise Price or (ii) the "Lowest Reset Price," as that term
is defined below.  The Company shall calculate a "Reset Price" on each six-month
anniversary  date of the Date of Issuance which shall equal the average  Closing
Bid Price of the  Common  Stock  for the five (5)  trading  days  ending on such
six-month  anniversary  date of the Date of Issuance.  The "Lowest  Reset Price"
shall equal the lowest Reset Price determined on any six-month  anniversary date
of the Date of Issuance preceding the Date of Exercise,  taking into account, as
appropriate, any adjustments made pursuant to Section 5 hereof.

         For  purposes  hereof,  the term  "Closing  Bid  Price"  shall mean the
highest  closing bid price on the O.T.C.  Bulletin  Board,  the National  Market
System ("NMS"), the New York Stock Exchange,  the Nasdaq Small Cap Market, or if
no longer  traded on the  O.T.C.  Bulletin  Board,  the NMS,  the New York Stock
Exchange,  the Nasdaq Small Cap Market,  the "Closing Bid Price" shall equal the
closing   price  on  the   principal   national   securities   exchange  or  the
over-the-counter  system on which the  Common  Stock is so  traded  and,  if not
available,  the  mean of the  high  and low  prices  on the  principal  national
securities exchange on which the Common Stock is so traded.

         Payment of the Exercise  Price may be made by either of the  following,
or a combination thereof, at the election of Holder:

          (i) Cash Exercise: cash, bank or cashiers check or wire transfer; or

          (ii)  Cashless  Exercise:  surrender of this Warrant at the  principal
     office of the Company together with notice of cashless  election,  in which
     event the  Company  shall issue  Holder a number of shares of Common  Stock
     computed using the following formula:

                                  X = Y (A-B)/A

where:

     X = the number of shares of Common Stock to be issued to Holder.

     Y = the number of shares of Common  Stock for which  this  Warrant is being
     exercised.

     A = the Market Price of one (1) share of Common Stock (for purposes of this
     Section 3(ii),  the "Market Price" shall be defined as the average  closing
     price of the Common  Stock for the five (5) trading  days prior to the Date
     of Exercise of this Warrant (the "Average Closing  Price"),  as reported by
     the O.T.C.  Bulletin  Board,  National  Association  of Securities  Dealers
     Automated  Quotation System  ("Nasdaq") Small Cap Market,  or if the Common
     Stock is not traded on the Nasdaq  Small Cap Market,  the  Average  Closing
     Price in any other over-the-counter market; provided,  however, that if the
     Common Stock is listed on a stock  exchange,  the Market Price shall be the
     Average  Closing Price on such exchange for the five (5) trading days prior
     to the date of exercise of the  Warrants.  If the Common  Stock  is/was not
     traded during the five (5) trading days prior to the Date of Exercise, then
     the closing  price for the last  publicly  traded day shall be deemed to be
     the closing price for any and all (if applicable) days during such five (5)
     trading day period.
<PAGE>

                  B = the Exercise Price.

                  For purposes of Rule 144 and sub-section  (d)(3)(ii)  thereof,
it is intended,  understood and acknowledged that the Common Stock issuable upon
exercise of this Warrant in a cashless  exercise  transaction shall be deemed to
have  been  acquired  at the time  this  Warrant  was  issued.  Moreover,  it is
intended,  understood  and  acknowledged  that the holding period for the Common
Stock issuable upon exercise of this Warrant in a cashless exercise  transaction
shall be deemed to have commenced on the date this Warrant was issued.

         4.       Transfer and Registration.
                  -------------------------

         (a) Transfer  Rights.  Subject to the  provisions  of Section 8 of this
Warrant,  this Warrant may be transferred on the books of the Company,  in whole
or in part, in person or by attorney,  upon  surrender of this Warrant  properly
completed and endorsed.  This Warrant shall be canceled upon such surrender and,
as soon as  practicable  thereafter,  the person to whom such  transfer  is made
shall be entitled to receive a new Warrant or Warrants as to the portion of this
Warrant transferred, and Holder shall be entitled to receive a new Warrant as to
the portion hereof retained.

         (b) Registrable Securities. The Common Stock issuable upon the exercise
of  this  Warrant  constitutes   "Registrable  Securities"  under  that  certain
Registration  Rights  Agreement  dated on or about  October 3, 2000  between the
Company  and  certain  investors  and,  accordingly,  has  the  benefit  of  the
registration rights pursuant to that agreement.

         5.       Anti-Dilution Adjustments.
                  -------------------------

         (a) Stock Dividend. If the Company shall at any time declare a dividend
payable in shares of Common  Stock,  then Holder,  upon Exercise of this Warrant
after the record date for the  determination of holders of Common Stock entitled
to receive such  dividend,  shall be entitled to receive  upon  Exercise of this
Warrant,  in addition  to the number of shares of Common  Stock as to which this
Warrant is  exercised,  such  additional  shares of Common  Stock as such Holder
would have received had this Warrant been  exercised  immediately  prior to such
record date and the Exercise Price will be proportionately adjusted.
<PAGE>

         (b) Recapitalization or  Reclassification.  If the Company shall at any
time effect a recapitalization, reclassification or other similar transaction of
such  character  that the shares of Common Stock shall be changed into or become
exchangeable  for a larger or smaller number of shares,  then upon the effective
date  thereof,  the  number  of shares of Common  Stock  which  Holder  shall be
entitled to  purchase  upon  Exercise  of this  Warrant  shall be  increased  or
decreased,  as the case may be, in direct proportion to the increase or decrease
in the  number of shares  of  Common  Stock by reason of such  recapitalization,
reclassification or similar transaction, and the Exercise Price shall be, in the
case of an increase in the number of shares,  proportionally  decreased  and, in
the case of  decrease  in the number of shares,  proportionally  increased.  The
Company shall give Holder the same notice it provides to holders of Common Stock
of any transaction described in this Section 5(b).

         (c)  Distributions.  If the Company shall at any time distribute for no
consideration  to holders of Common  Stock cash,  evidences of  indebtedness  or
other securities or assets (other than cash dividends or  distributions  payable
out of earned  surplus or net profits for the current or preceding  years) then,
in any such case,  Holder  shall be entitled to receive,  upon  Exercise of this
Warrant, with respect to each share of Common Stock issuable upon such exercise,
the amount of cash or evidences of  indebtedness  or other  securities or assets
which Holder would have been entitled to receive with respect to each such share
of Common Stock as a result of the happening of such event had this Warrant been
exercised immediately prior to the record date or other date fixing shareholders
to be affected by such event (the "Determination  Date") or, in lieu thereof, if
the Board of  Directors  of the Company  should so determine at the time of such
distribution,  a reduced  Exercise Price  determined by multiplying the Exercise
Price on the  Determination  Date by a fraction,  the  numerator of which is the
result  of such  Exercise  Price  reduced  by the  value  of  such  distribution
applicable  to one share of Common  Stock  (such value to be  determined  by the
Board of  Directors of the Company in its  discretion)  and the  denominator  of
which is such Exercise Price.

         (d) Notice of  Consolidation  or Merger.  The Company shall not, at any
time after the date hereof, effect a merger, consolidation,  exchange of shares,
recapitalization,  reorganization,  or other similar event, as a result of which
shares of Common Stock shall be changed  into the same or a different  number of
shares of the same or another  class or classes of stock or  securities or other
assets  of  the  Company  or  another  entity  or  there  is a  sale  of  all or
substantially  all the  Company's  assets (a  "Corporate  Change"),  unless  the
resulting  successor or acquiring  entity (the  "Resulting  Entity")  assumes by
written instrument the Company's  obligations under this Warrant,  including but
not limited to the Exercise Price reset provisions as provided herein during the
term of the resultant warrants,  and agrees in such written instrument that this
Warrant  shall be  exerciseable  into such class and type of securities or other
assets  of the  Resulting  Entity as  Holder  would  have  received  had  Holder
exercised  this Warrant  immediately  prior to such  Corporate  Change,  and the
Exercise  Price of this  Warrant  shall be  proportionately  increased  (if this
Warrant shall be changed into or become exchangeable for a warrant to purchase a
smaller  number of shares of Common Stock of the  Resulting  Entity) or shall be
proportionately   decreased   (if  this  Warrant  shall  be  changed  or  become
exchangeable for a warrant to purchase a larger number of shares of Common Stock
of the Resulting  Entity);  provided,  however,  that Company may not affect any
Corporate  Change  unless it first  shall have given  thirty (30) days notice to
Holder hereof of any Corporate Change.
<PAGE>

         (e)  Exercise  Price  Adjusted.  As  used  in this  Warrant,  the  term
"Exercise  Price" shall mean the purchase price per share specified in Section 3
of this Warrant, until the occurrence of an event stated in subsection (a), (b),
(c) or (d) of this Section 5, and  thereafter  shall mean said price as adjusted
from time to time in accordance  with the  provisions  of this Warrant.  No such
adjustment  under this  Section 5 shall be made  unless  such  adjustment  would
change the Exercise Price at the time by $0.01 or more; provided,  however, that
all  adjustments  not so made  shall be  deferred  and made  when the  aggregate
thereof  would  change  the  Exercise  Price at the  time by  $0.01 or more.  No
adjustment  made  pursuant to any provision of this Section 5 shall have the net
effect of increasing  the Exercise  Price in relation to the split  adjusted and
distribution  adjusted price of the Common Stock. The number of shares of Common
Stock subject  hereto shall increase  proportionately  with each decrease in the
Exercise Price.

         (f) Adjustments:  Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment  made pursuant to this Section 5,
Holder shall,  upon Exercise of this Warrant,  become entitled to receive shares
and/or other  securities  or assets  (other than Common  Stock)  then,  wherever
appropriate,  all references herein to shares of Common Stock shall be deemed to
refer to and  include  such  shares  and/or  other  securities  or  assets;  and
thereafter the number of such shares and/or other  securities or assets shall be
subject  to  adjustment  from time to time in a manner  and upon terms as nearly
equivalent as practicable to the provisions of this Section 5.

         6.       Fractional Interests.
                  --------------------

                  No fractional shares or scrip  representing  fractional shares
shall be issuable  upon the  Exercise of this  Warrant,  but on Exercise of this
Warrant,  Holder may purchase only a whole number of shares of Common Stock. If,
on Exercise of this Warrant,  Holder would be entitled to a fractional  share of
Common  Stock or a right to acquire a  fractional  share of Common  Stock,  such
fractional  share shall be disregarded  and the number of shares of Common Stock
issuable upon exercise shall be the next higher number of shares.

         7.       Reservation of Shares.
                  ---------------------

                  The  Company  shall at all times  reserve  for  issuance  such
number of authorized  and unissued  shares of Common Stock (or other  securities
substituted  therefor as herein above  provided) as shall be sufficient  for the
Exercise  of this  Warrant  and  payment  of the  Exercise  Price.  The  Company
covenants  and agrees  that upon the  Exercise  of this  Warrant,  all shares of
Common Stock issuable upon such exercise shall be duly and validly issued, fully
paid,  nonassessable  and not  subject  to  preemptive  rights,  rights of first
refusal or similar rights of any person or entity.


<PAGE>


         8.       Restrictions on Transfer.
                  ------------------------

                  (a) Registration or Exemption Required.  This Warrant has been
issued in a transaction exempt from the registration  requirements of the Act by
virtue of Regulation D and exempt from state registration under applicable state
laws.  The  Warrant  and the Common  Stock  issuable  upon the  Exercise of this
Warrant may not be pledged,  transferred, sold or assigned except pursuant to an
effective   registration   statement  or  an   exemption  to  the   registration
requirements of the Act and applicable state laws.

                  (b)  Assignment.  If  Holder  can  provide  the  Company  with
reasonably  satisfactory  evidence that the  conditions  of (a) above  regarding
registration  or  exemption  have been  satisfied,  Holder  may sell,  transfer,
assign, pledge or otherwise dispose of this Warrant, in whole or in part. Holder
shall  deliver a written  notice to  Company,  substantially  in the form of the
Assignment  attached  hereto as Exhibit B,  indicating  the person or persons to
whom the Warrant shall be assigned and the  respective  number of warrants to be
assigned to each assignee.  The Company shall effect the  assignment  within ten
(10) days, and shall deliver to the  assignee(s)  designated by Holder a Warrant
or Warrants of like tenor and terms for the appropriate number of shares.

         9.       Benefits of this Warrant.
                  ------------------------

                  Nothing in this Warrant  shall be construed to confer upon any
person other than the Company and Holder any legal or equitable right, remedy or
claim under this  Warrant and this Warrant  shall be for the sole and  exclusive
benefit of the Company and Holder.

         10.      Applicable Law.
                  --------------

                  This  Warrant is issued  under and shall for all  purposes  be
governed by and construed in  accordance  with the laws of the state of Georgia,
without giving effect to conflict of law provisions thereof.

         11.      Loss of Warrant.
                  ---------------

                  Upon  receipt by the Company of  evidence of the loss,  theft,
destruction  or mutilation of this Warrant,  and (in the case of loss,  theft or
destruction)  of indemnity or security  reasonably  satisfactory to the Company,
and upon surrender and cancellation of this Warrant,  if mutilated,  the Company
shall execute and deliver a new Warrant of like tenor and date.

         12.      Notice or Demands.
                  -----------------

Notices or demands  pursuant to this Warrant to be given or made by Holder to or
on the  Company  shall be  sufficiently  given or made if sent by  certified  or
registered mail, return receipt requested, postage prepaid, and addressed, until
another  address is  designated  in writing by the  Company,  to the address set
forth in Section 2(a) above.  Notices or demands  pursuant to this Warrant to be
given or made by the Company to or on Holder shall be sufficiently given or made
if sent by certified or  registered  mail,  return  receipt  requested,  postage
prepaid,  and  addressed,  to the  address of Holder set forth in the  Company's
records, until another address is designated in writing by Holder.

<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the
______ day of ____________, 200_.


                                        PRIME  COMPANIES, INC.


                                    By:  ________________________________
                                        Norbert J. Lima, CEO


<PAGE>



                                    EXHIBIT A

                            EXERCISE FORM FOR WARRANT

                            TO: PRIME COMPANIES, INC.

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
____________  of the  shares of  Common  Stock  (the  "Common  Stock")  of Prime
Companies,  Inc.,  a Delaware  corporation  (the  "Company"),  evidenced  by the
attached  warrant (the  "Warrant"),  and herewith  makes payment of the exercise
price with respect to such shares in full, all in accordance with the conditions
and provisions of said Warrant.

1. The undersigned agrees not to offer,  sell,  transfer or otherwise dispose of
any  of the  Common  Stock  obtained  on  exercise  of the  Warrant,  except  in
accordance with the provisions of Section 8(a) of the Warrant.

2. The undersigned  requests that stock  certificates  for such shares be issued
free of any restrictive legend, if appropriate,  and a warrant  representing any
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned and delivered to the undersigned at the address set forth below:

Dated:

    ------------------------------------------------------------------------
                                    Signature


    -----------------------------------------------------------------------
                                   Print Name


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

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

NOTICE

The  signature to the  foregoing  Exercise  Form must  correspond to the name as
written  upon the face of the  attached  Warrant  in every  particular,  without
alteration or enlargement or any change whatsoever.
--------------------------------------------------------------------------------



<PAGE>



                                    EXHIBIT B

                                   ASSIGNMENT

                    (To be executed by the registered holder
                        desiring to transfer the Warrant)

FOR  VALUE  RECEIVED,  the  undersigned  holder  of the  attached  warrant  (the
"Warrant") hereby sells,  assigns and transfers unto the person or persons below
named  the  right  to  purchase  _______  shares  of the  Common  Stock of Prime
Companies,  Inc.,  evidenced by the attached Warrant and does hereby irrevocably
constitute  and appoint  _______________________  attorney to transfer  the said
Warrant  on the books of the  Company,  with full power of  substitution  in the
premises.

Dated:   _________                                ______________________________
                                                   Signature


Fill in for new registration of Warrant:

 -----------------------------------
                  Name

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

-----------------------------------
Please print name and address of assignee
(including zip code number)

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

NOTICE

The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.
--------------------------------------------------------------------------------