EXHIBIT 4.4

                             REPRESENTATIVES WARRANT


THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT").  THE  SECURITIES  HAVE BEEN
ACQUIRED FOR  INVESTMENT  AND MAY NOT BE RESOLD,  TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT,
OR AN OPINION OF COUNSEL  SATISFACTION  TO THE COMPANY THAT  REGISTRATION IS NOT
REQUIRED UNDER THE ACT.


                                   ROEX, INC.

                          COMMON STOCK PURCHASE WARRANT


         ROEX, INC., a California corporation, (the "Company"), hereby certifies
that, for value received,  RH Investment  Corporation or its registered  assigns
(the  "Holder"),  is entitled,  on the terms and subject to the  conditions  set
forth herein,  to purchase from the Company at any time  commencing  __________,
2000 and before 5:00 p.m., Los Angeles, California time, on __________, 2005
____________ fully paid and nonassessable  shares of Common Stock
(as hereinafter defined) at a purchase price of $7.80 per  share.
The  number of such  shares of Common  Stock and the Purchase Price are subject
to adjustment as provided in this Warrant.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the indicated meanings:

         "Company" means Roex, Inc. and any person (corporate or otherwise) that
shall succeed to or assume the obligations of Roex, Inc. hereunder in accordance
with the terms hereof.

         "Common  Stock"  means the  Company's  Common  Stock,  no par value per
share, as authorized on the date hereof,  and any other securities into which or
for which the Common Stock may be  converted or exchanged  pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Expiration Date" means __________, 2005.

         "Holder" or "Holders"  means the holder or holders of the  Registerable
Securities, including the holder or holders of Warrants to purchase Registerable
Securities not then issued.

         "Issue Date" means the __________,  2000 date of the original  issuance
of this Warrant.

         "Majority  Holders"  means  the  holder  or  holders  of  Warrants  and
Registerable  Securities  theretofore  issued  upon  exercise or  conversion  of
Warrants,  who own or have the right to acquire upon  exercise or  conversion of
Warrants a majority of the Registerable  Securities that would be outstanding if
all of the  outstanding  Warrants were exercised in full on the date as of which
the determination is being made.
                                   1
<PAGE>


         "Nasdaq" means the NASDAQ SmallCap Market.

         "Other  Securities" means any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
Holder at any time shall be entitled to receive, or shall have received,  on the
exercise of this Warrant, in lieu of or in addition to Common Stock, or which at
any time shall be  issuable  or shall  have been  issued in  exchange  for or in
replacement of Common Stock or Other Securities as a result of the provisions of
Section 4.

         "Prospectus"   means  the  prospectus   included  in  the  Registration
Statement as of the date it becomes  effective  under the  Securities  Act ("SEC
Effective Date"),  including financial statements and all documents incorporated
by reference  therein.  In the case of references to the Prospectus as of a date
subsequent to the SEC Effective  Date,  Prospectus  means as  supplemented as of
such subsequent date.

         "Purchase Price" means $7.80 per share.

         "Register,"  "registered," and  "registration"  refer to a registration
effected by  preparing  and filing a  registration  statement or  statements  in
compliance   with  the  Securities  Act  and  the  declaration  or  ordering  of
effectiveness of such registration statement by the United States Securities and
Exchange Commission (the "SEC").

         "Registerable  Securities"  means the shares of Common  Stock issued or
issuable upon exercise or conversion of the Warrant and Other Securities  issued
or issuable as a result of the provisions of Sections 4 or 5 hereof.  References
herein to amounts or  percentages  of  Registerable  Securities  as of or on any
particular date shall be deemed to refer to amounts or percentages  after giving
effect to any applicable events  contemplated by the preceding  sentence.  As to
any  particular  Registerable  Securities,  such  securities  shall  cease to be
Registerable  Securities  when  they have been  sold  pursuant  to an  effective
registration statement or in compliance with Rule 144 or are eligible to be sold
pursuant to subsection (k) of Rule 144.

         "Registration  Period"  means the  period  from the  Issue  Date to the
earliest of (i) the date which is four years after the final Closing Date of the
offering,  (ii)  the  date  on  which  the  Holder  may  sell  all  of  Holder's
Registerable  Securities without  registration under the Securities Act pursuant
to subsection (k) of Rule 144, without  restriction on the manner of sale or the
volume of securities which may be sold in any period and without the requirement
for the giving of any notice to, or the  mailing of any filing  with the SEC and
(iii) the date on which the Holder no longer owns any Registerable Securities.

         "Registration  Statement" means a registration statement of the Company
under the  Securities  Act on such form for which the Company then qualifies and
which  permits  the  secondary  resale  thereunder  of  Registerable  Securities
required  by,  the  provisions   hereof  to  be  included   therein.   The  term
"Registration  Statement"  shall also  include  any  amendment  thereto  and all
exhibits and financial  statements and schedules and documents  incorporated  by
reference in such  Registration  Statement as of the SEC Effective  Date. In the
case of references to the Registration  Statement as of a date subsequent to the
SEC Effective Date,  Registration  Statement means as amended or supplemented as
of such subsequent date.

                                       2
<PAGE>

         "Rule 144" means Rule 144  promulgated  under the Securities Act or any
other similar rule or regulation of the SEC that may at any time permit a holder
of  securities  of the  Company to sell such  Company  securities  to the public
without registration under the Securities Act.

         "Securities Act" means the Securities Act of 1933, as amended.

         "SEC" means the United States Securities and Exchange Commission.

         "SEC  Effective  Date"  means the date the  Registration  Statement  is
declared effective by the SEC.

         "SEC Filing  Date" means the date the  Registration  Statement is first
filed with the SEC pursuant to Section 20 hereof.

         "Trading Day" means a day on which the principal  securities market for
the Common Stock is open for general trading of securities.

         "Warrants"  means this Warrant and any other warrants derived from this
Warrant  originally  issued by the Company to RH Investment  Corporation  on the
Issue Date.

         1.       EXERCISE OF WARRANT.

                  1.1 EXERCISE.  This Warrant may be exercised by the Holder, in
full or in part, at any time, or from time to time, commencing on the Issue Date
to and  including  the  Expiration  Date by  surrender  of this  Warrant and the
subscription  form annexed  hereto  (completed  and signed by the Holder) to the
principal  office of the Company or the Company's  transfer  agent and registrar
for the Common Stock,  and by making payment by certified or official bank check
payable to the order of the Company,  in the amount  obtained by multiplying (a)
the  number  of  shares  of  Common  Stock  designated  by  the  Holder  in  the
subscription  form by (b) the  Purchase  Price then in effect.  The Holder shall
provide a copy of the  subscription  form to the Company at the time of exercise
and the Company will confirm the exercise  instructions  given therein by notice
to the  Company's  transfer  agent within one Trading Day after  receiving  such
subscription  form. On any partial  exercise the Company will promptly issue and
deliver to or upon the order of the Holder  hereof a new  Warrant or Warrants of
like tenor,  in the name of the Holder  hereof or as the Holder (upon payment by
the Holder of any  applicable  transfer  taxes) may  request,  providing  in the
aggregate on the face or faces  thereof for the purchase of the number of shares
of Common Stock for which such Warrant or Warrants may still be exercised.

                  1.2  CASHLESS  EXERCISE.   Notwithstanding   anything  to  the
contrary contained in Section 1.1, the Holder may elect to exercise this Warrant
in  whole  or in part by  receiving  shares  of  Common  Stock  equal to the net
issuance  value (as determined  below) of this Warrant,  or any part hereof upon
surrender  of  this  Warrant  to the  principal  office  of the  Company  or the
Company's  transfer  agent and registrar for the Common Stock  together with the
subscription form annexed hereto (completed and signed by the Holder),  in which
event the Company  shall issue to the Holder a number of shares of Common  Stock
equal to X in the following formula:

                           X = Y (A-B)
                           -----------
                           A

                                       3
<PAGE>


                  1.2  CASHLESS  EXERCISE (continued)

                       Where:

                           Y        = the number of shares of Common Stock as to
                                    which this Warrant is to be exercised.

                           A        = the current fair market value of one share
                                    of Common  Stock  calculated  as of the last
                                    Trading  Day   immediately   preceding   the
                                    exercise of this Warrant.

                           B        = the Purchase Price.

As used herein, current fair market value of Common Stock as of a specified date
shall mean with  respect to each share of Common Stock the closing sale price of
the Common Stock on the  principal  securities  market on which the Common Stock
may at the time be listed or, if there  have been no sales on any such  exchange
on such day,  the average of the  reported  closing bid and asked  prices on the
principal  securities  market  at the end of such  day,  or,  if on such day the
Common Stock is not so listed,  the average of the  representative bid and asked
prices  quoted in the Nasdaq  System as of 2:00 p.m.,  Los Angeles,  California,
time,  or, if on such day the Common  Stock is not quoted in the Nasdaq  System,
the  average  of the  highest  bid and  lowest  asked  price  on such day in the
domestic  over-the-counter  market as reported by the National Quotation Bureau,
Incorporated,  or any similar successor organization, in each such case averaged
over a period of five consecutive Trading Days consisting of the day as of which
the current fair market value of a share of Common Stock is being determined (or
if such day is not a Trading Day, the Trading Day next  preceding  such day) and
the four  consecutive  Trading  Days prior to such day. If on the date for which
current fair market value is to be determined  the Common Stock is not listed on
any securities  exchange or quoted in the Nasdaq System or the  over-the-counter
market, the current fair market value of Common Stock shall be the highest price
per share  which the  Company  could  then  obtain  from a willing  buyer (not a
current  employee or  director)  for shares of Common  Stock sold by the Company
from authorized but unissued shares, as determined in good faith by the Board of
Directors  of the  Company,  unless  prior to such date the  Company  has become
subject to a merger,  acquisition or other consolidation transaction pursuant to
which the Company is not the  surviving  party,  in which case the current  fair
market  value of the Common  Stock  shall be deemed to be the value  received or
agreed to be paid by the holders of the  Company's  Common  Stock for each share
thereof pursuant to such transaction.

         2. DELIVERY UPON EXERCISE. As soon as practicable after the exercise of
this  Warrant,  and in any event within three (3) Trading Days  thereafter,  the
Company at its  expense  (including  the payment by it of any  applicable  issue
taxes) will cause to be issued in the name of and delivered to the Holder, or as
the Holder (upon  payment by the Holder of any  applicable  transfer  taxes) may
direct,  a  certificate  or  certificates  for the  number  of  fully  paid  and
nonassessable  shares of Common Stock (or Other  Securities) to which the Holder
shall be entitled on such exercise, in such denominations as may be requested by
the Holder  plus,  in lieu of any  fractional  share to which the  Holder  would
otherwise  be  entitled,  cash  equal to such  fraction  multiplied  by the then
current fair market value (as determined in accordance  with  subsection 1.2) of
one full share,  together with any other stock or other  securities and property
(including  cash where  applicable)  to which the Holder is  entitled  upon such

                                       4
<PAGE>



         2. DELIVERY UPON EXERCISE.(Continued)
exercise  pursuant to Section 1 or  otherwise.  Upon exercise of this Warrant as
provided herein, the Company's  obligation to issue and deliver the certificates
for Common  Stock  shall be  absolute  and  unconditional,  irrespective  of the
absence of any action by the Holder to enforce  the same,  any waiver or consent
with respect to any provision  thereof the recovery of any judgment  against any
person  or any  action  to  enforce  the  same,  any  failure  or  delay  in the
enforcement of any other obligation of the Company to the Holder, or any setoff,
counterclaim,  recoupment,  limitation or termination,  or any breach or alleged
breach by the Holder or any other person of any  obligation to the Company,  and
irrespective  of  any  other  circumstance  which  might  otherwise  limit  such
obligation of the Company to the Holder in connection with such exercise. If the
Company fails to issue and deliver the  certificates for the Common Stock to the
Holder  pursuant to the first sentence of this paragraph as and when required to
do so, in addition to any other  liabilities  the Company may have hereunder and
under  applicable  law, the Company  shall pay or reimburse the Holder on demand
for all out-of-pocket  expenses including,  without limitation,  reasonable fees
and  expenses  of legal  counsel  incurred  by the  Holder  as a result  of such
failure.

         3.   ADJUSTMENT   FOR   DIVIDENDS  IN  OTHER  STOCK,   PROPERTY   ETC.;
RECLASSIFICATION ETC. In case at any time, or from time to time, after the Issue
Date, all the holders of Common Stock (or Other Securities) shall have received,
or (on or after the record  date  fixed for the  determination  of  stockholders
eligible to  receive)  shall have become  entitled to receive,  without  payment
therefor:

                  3.1      other or  additional  stock  or  other  securities or
property (other than cash) by way of dividend, or

                  3.2      any cash (excluding cash dividends payable solely out
of earnings or earned surplus of the Company), or

                  3.3 other or additional  stock or other securities or property
(including   cash)   by   way   of   spin-off,    split-up,    reclassification,
recapitalization, combination  of  shares  or  similar  corporate rearrangement,
other than additional shares of Common Stock (or Other  Securities)  issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Section 5), then and in each such case the Holder, on the exercise hereof
as  provided  in Section 1, shall be entitled to receive the amount of stock and
other  securities  and  property  (including  cash in the cases  referred  to in
subsections  3.2 and 3.3 of this  Section 3) which the Holder  would hold on the
date of such  exercise if on the date  thereof the Holder had been the holder of
record of the  number of shares of Common  Stock  called for on the face of this
Warrant  and had  thereafter,  during  the  period  from the date  hereof to and
including the date of such exercise,  retained such shares and all such other or
additional stock and other  securities and property  (including cash in the case
referred to in  subsections  3.2 and 3.3 of this  Section 3)  receivable  by the
Holder as aforesaid during such period,  giving effect to all adjustments called
for during such period by Section 4. Notwithstanding  anything in this Section 3
to the contrary,  no  adjustments  pursuant to this Section 3 shall  actually be
made until the cumulative effect of the adjustments called for by this Section 3
since the date of the last  adjustment  actually made would change the amount of
stock or other  securities and property which the Holder would hold by more than
1%.




                                       5
<PAGE>


         4. EXERCISE UPON REORGANIZATION,  CONSOLIDATION, MERGER ETC. In case at
any time or from time to time after the Issue Date, the Company shall (a) effect
a  reorganization,  (b) consolidate with or merge into any other person,  or (c)
transfer  all or  substantially  all of its  properties  or  assets to any other
person  under  any plan or  arrangement  contemplating  the  dissolution  of the
Company,  then,  in each  such  case,  as a  condition  of such  reorganization,
consolidation,  merger,  sale or  conveyance  the Company shall cause lawful and
adequate  provisions to be made whereby the Holder hereof shall  thereafter have
the right to receive upon exercise of this Warrant, in addition to or in lieu of
(as the case may be) the  shares  of  Common  Stock of the  Company  immediately
issuable upon such exercise,  such securities or other property  receivable upon
such  reorganization,  consolidation,  merger,  sale or conveyance as though the
Holder had exercised the Warrant and was the owner of the shares of Common Stock
issuable hereunder  immediately prior to any such events at a price equal to the
product of (x) the number of shares  issuable  upon  exercise of the Warrant and
(y) the Purchase Price applicable  immediately prior to the record date for such
reorganization,  consolidation,  merger, sale or conveyance as though Holder had
exercised the Warrant.  The provisions of this Section shall apply to successive
reorganizations, consolidations, mergers, sales or conveyances.

         5.  ADJUSTMENT FOR  EXTRAORDINARY  EVENTS.  In the event that after the
Issue Date the Company  shall (i) issue  additional  shares of Common Stock as a
dividend or other  distribution on outstanding  Common Stock,  (ii) subdivide or
reclassify  its  outstanding  shares  of  Common  Stock,  or (iii)  combine  its
outstanding  shares of Common  Stock  into a smaller  number of shares of Common
Stock,  then, in each event, the Purchase Price shall,  simultaneously  with the
happening of such event, be adjusted by multiplying the Purchase Price in effect
immediately  prior to such event by a fraction,  the numerator of which shall be
the  number  of shares of Common  Stock  outstanding  immediately  prior to such
event,  and the  denominator  of which  shall be the  number of shares of Common
Stock  outstanding  immediately  after such  event.  and the product so obtained
shall thereafter be the Purchase Price then in effect. The Purchase Price, as so
adjusted,  shall be  readjusted  in the same  manner upon the  happening  of any
successive  event or  events  described  in this  Section  5. The  Holder  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive  that number of shares of Common Stock  determined  by  multiplying  the
number of shares  of Common  Stock  which  would be  issuable  on such  exercise
immediately  prior to such  issuance by a fraction of which (i) the numerator is
the Purchase  Price in effect  immediately  prior to such  issuance and (ii) the
denominator is the Purchase Price in effect on the date of such exercise.

         6.       ADJUSTMENT FOR CERTAIN STOCK ISSUANCES.
                  6.1 In case at any time the Company  shall issue shares of its
Common Stock or debt or equity  securities  convertible  into or  exercisable or
exchangeable  for  shares of  Common  Stock  (collectively,  the  "Newly  Issued
Shares"),  other than for a  consideration  per share less than a price equal to
the Purchase  Price (i) an issuance  pro rata to all holders of its  outstanding
Common  Stock,  (ii)  issuances  pursuant to options,  warrants and  convertible
securities  outstanding  on the  Issue  Date and  (iii)  issuances  pursuant  to
employee  stock  option  plans  (other  than in  connection  with any  corporate
financing or  acquisition  transaction),  at a price below the Purchase Price in
effect at the time of such  issuance,  then,  following  such  issuance of Newly
Issued  Shares,  the number of shares of Common  Stock which the Holder shall be
entitled to receive  upon  exercise of this Warrant  shall be increased  and the

                                       6
<PAGE>


          6.       ADJUSTMENT FOR CERTAIN STOCK ISSUANCES.(Continued)
Purchase Price shall be decreased to the respective amounts determined  pursuant
to this  Section 6. The number of shares of Common  Stock  purchasable  upon the
exercise of this Warrant  following any such  adjustment  shall be determined by
multiplying  the number of shares  purchasable  upon  exercise  of this  Warrant
immediately prior to such adjustment by a fraction, the numerator of which shall
be the sum of (a) the number of shares of Common Stock outstanding or authorized
to be outstanding  immediately  prior to the issuance of the Newly Issued Shares
(calculated on a fully-diluted  basis assuming the exercise or conversion of all
options,   warrants,   purchase  rights  or  convertible  securities  which  are
exercisable  at the time of the issuance of the Newly Issued  Shares),  plus (b)
the number of Newly Issued Shares, and the denominator of which shall be the sum
of (a) the number of shares of Common Stock outstanding immediately prior to the
issuance  of the  Newly  Issued  Shares  (calculated  on a  fully-diluted  basis
assuming the conversion of all options, warrants, purchase rights or convertible
securities which are exercisable at the time of the issuance of the Newly Issued
Shares),  plus (b) the  number of shares of  Common  Stock  which the  aggregate
consideration,  if any,  received by the Company for the number of Newly  Issued
Shares would  purchase at a price equal to the  Purchase  Price in effect at the
time of such issuance.  Upon any adjustment  under this Section 6, the number of
shares of  Common  Stock  purchasable  upon  exercise  of this  Warrant  in full
immediately   after  such   adjustment   shall  be   rounded   to  the   nearest
one-one-hundredth  of a share of Common Stock subject,  however, to Section 2 of
this Warrant relating to fractional  shares of Common Stock.  Such adjustment of
the number of shares purchasable provided for in this Section 6 may be expressed
in the following formula:

                           X = W x    [O+N]
                           ----------------
                           [O+(C/P)]


                  Where:

                           C = aggregate  consideration  received by the Company
                               for the Newly Issued Shares.

                           N = number of Newly Issued Shares.

                           O = number  of   shares   of   Common   Stock
                               outstanding  or authorized to be outstanding
                               (on a  fully  diluted  basis,  as  described
                               above)  immediately prior to the issuance of
                               the Newly Issued Shares.

                           P = Purchase Price in effect immediately prior
                               to the  time of the  issuance  of the  Newly
                               Issued Shares.

                           W = number of shares of Common Stock  issuable
                               upon  exercise of this Warrant  prior to the
                               issuance of the Newly Issued Shares.

                           X = number of shares of Common Stock  issuable
                               upon  exercise  of this  Warrant  after  the
                               issuance of the Newly Issued Shares.

                                       7
<PAGE>


Upon the  issuance  of such Newly  Issued  Shares,  the  Purchase  Price  shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
Purchase  Price in effect  immediately  prior to such event by a  fraction,  the
numerator of which shall be the number of shares of Common Stock  issuable  upon
exercise of this Warrant  prior to the  issuance of the Newly Issued  Shares and
the  denominator of which shall be the number of shares of Common Stock issuable
upon the exercise of this Warrant  after the issuance of the Newly Issued Shares
as provided in this Section 6, and the product so obtained  shall  thereafter be
the Purchase Price then in effect. The number of shares of Common Stock issuable
upon  exercise of this Warrant and the Purchase  Price,  as each is so adjusted,
shall be  readjusted  in the same manner upon the  happening  of any  successive
issuances of Newly Issued Shares described in this Section 6.

         7.  FURTHER  ASSURANCES.  The Company  will take all action that may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of stock,  free from all taxes,  liens and
charges with respect to the issue thereof, on the exercise of all or any portion
of this Warrant from time to time outstanding.

         8. NOTICES OF RECORD DATE, ETC. In the event of:

                  8.1 any taking by the  Company  of a record of the  holders of
any class of securities for the purpose of determining  the holders  thereof who
are entitled to receive any dividend on, or any right to subscribe for, purchase
or otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, or

                  8.2  any   capital   reorganization   of  the   Company,   any
reclassification  or recapitalization of the capital stock of the Company or any
transfer  of  all  or  substantially  all of the  assets  of the  Company  to or
consolidation or merger of the Company with or into any other person (other than
a wholly-owned subsidiary of the Company), or

                  8.3 any voluntary or involuntary  dissolution,  liquidation or
winding-up of the Company,  then and in each such event the Company will mail or
cause to be mailed to the Holder, at least ten days prior to such record date, a
notice  specifying  (i) the date on which any such record is to be taken for the
purpose of such  dividend,  distribution  or right,  and  stating the amount and
character of such dividend,  distribution  or right,  (ii) the date on which any
such    reorganization,     reclassification,     recapitalization,    transfer,
consolidation,  merger, dissolution, liquidation or winding-up is to take place,
and the time,  if any is to be fixed as of which the holders of record of Common
Stock (or Other Securities) shall be entitled to exchange their shares of Common
Stock (or Other Securities) for securities or other property deliverable on such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation  or  winding-up,  and  (iii) the  amount  and
character  of any stock or other  securities  or rights or options  with respect
thereto,  proposed to be issued or granted,  the date of such proposed  issue or
grant and the persons or class of persons to whom such  proposed  issue or grant
is to be  offered  or made.  Such  notice  shall  also  state that the action in
question or the record date is subject to the  effectiveness  of a  registration
statement  under the  Securities  Act, or a favorable  vote of  stockholders  if
either is  required.  Such notice shall be mailed at least ten days prior to the
date  specified  in such  notice on which any such  action is to be taken or the
record date, whichever is earlier.



                                       8
<PAGE>


         9.  RESERVATION OF STOCK ISSUABLE ON EXERCISE.  The Company will at all
times reserve and keep available out of its  authorized  but unissued  shares of
capital  stock solely for issuance and delivery on the exercise of this Warrant,
a sufficient  number of shares of Common Stock (or Other  Securities)  to effect
the full  exercise of this Warrant and the  exercise,  conversion or exchange of
any other warrant or security of the Company exercisable for,  convertible into,
exchangeable  for or otherwise  entitling the holder to acquire shares of Common
Stock (or Other  Securities),  and if at any time the number of  authorized  but
unissued shares of Common Stock (or Other Securities) shall not be sufficient to
effect such exercise, conversion or exchange, the Company shall take such action
as may be  necessary to increase its  authorized  but unissued  shares of Common
Stock (or Other  Securities)  to such  number  as shall be  sufficient  for such
purposes.

         10. TRANSFER OF WARRANT. This Warrant shall inure to the benefit of the
successors to and assigns of the Holder.  This Warrant and all rights hereunder,
in whole or in part, are  Registerable at the principal office of the Company or
the office of the Company's transfer agent and registrar by the Holder hereof in
person  or by his duly  authorized  attorney,  upon  surrender  of this  Warrant
properly endorsed.

         11. REGISTER OF WARRANTS.  The Company shall maintain, at the principal
office of the Company  (or such other  office or agency as it may  designate  by
notice to the Holder  hereof),  a register in which the Company shall record the
name and address of the person in whose name this  Warrant has been  issued,  as
well as the name and address of each  successor and prior owner of such Warrant.
The Company  shall be entitled to treat the person in whose name this Warrant is
so registered as the sole and absolute owner of this Warrant for all purposes.

         12.  EXCHANGE  OF  WARRANT.  This  Warrant  is  exchangeable,  upon the
surrender  hereof by the Holder hereof at the principal office of the Company or
the office of the Company's  transfer agent and  registrar,  for one or more new
Warrants of like tenor  representing in the aggregate the right to subscribe for
and purchase the number of shares of Common  Stock which may be  subscribed  for
and  purchased  hereunder,  each of such new Warrants to represent  the right to
subscribe  for and purchase such number of shares as shall be designated by said
Holder hereof at the time of such surrender.

         13.  REPLACEMENT  OF  WARRANT.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         14.  WARRANT  AGENT.  U.S.  Stock  Transfer  Corporation,  1745 Gardena
Avenue, Glendale,  California,  91204, has been appointed the Company's Transfer
Agent and  Registrar and the  Company's  exercise  agent for purposes of issuing
shares of Common  Stock (or Other  Securities)  on the  exercise of this Warrant
pursuant  to Section 1. The Company  may,  by notice to the  Holder,  appoint an
agent  having an office in the  United  States of  America  for the  purpose  of
exchanging  this  Warrant  pursuant  to Section 12 and  replacing  this  Warrant
pursuant  to Section 13, or either of the  foregoing,  and  thereafter  any such
exchange  or  replacement,  as the case may be,  shall be made at such office by
such agent.

                                       9
<PAGE>


         15.  REMEDIES.  The Company  stipulates that the remedies at law of the
Holder in the event of any default or  threatened  default by the Company in the
performance  of or compliance  with any of the terms of this Warrant are not and
will not be  adequate,  and that such terms may be  specifically  enforced  by a
decree for the specific  performance of any agreement  contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

         16.  RIGHTS OR  LIABILITIES  AS A  STOCKHOLDER.  This Warrant shall not
entitle the Holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the Holder hereof to purchase  Common Stock,  and no mere  enumeration
herein of the rights or privileges of the Holder hereof,  shall give rise to any
liability  of the  Holder  for the  Purchase  Price or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         17.  NOTICES.  ETC.  All notices and other  communications  required or
permitted  hereunder  shall be in writing and shall be deemed to be sufficiently
given when  delivered  personally  (by hand,  by courier or by  facsimile,  with
answer back confirmation) and shall be effective upon receipt, addressed: (i) if
to the Company,  at 2081 Business Center Drive,  Suite 185,  Irvine,  California
92612, Attention:  Chief Financial Officer, facsimile number (949) 476-8682, and
(ii)  if to  the  Holder,  at  15760  Ventura  Boulevard,  Suite  1732,  Encino,
California 91436, Attention: Managing Director, facsimile number (818) 386-6429,
or at such other  address or facsimile  number as a party shall have provided to
the other party by written notice given in accordance with these provisions.

         18.  SECURITIES LAW  RESTRICTIONS.  By acceptance of this Warrant,  the
Holder  represents  to the Company that this  Warrant is being  acquired for the
Holder's own account and for the purpose of  investment  and not with a view to,
or for sale in connection with, the distribution  thereof,  nor with any present
intention of  distributing  or selling this Warrant or the Common Stock issuable
upon  exercise of this  Warrant.  Neither  this Warrant nor the shares of Common
Stock  issuable  upon the  exercise  or  conversion  of this  Warrant  have been
registered  under the Securities Act or under the securities  laws of any state.
Neither this Warrant,  nor the shares of Common Stock issuable upon the exercise
or conversion of this Warrant, may be sold, transferred, hypothecated, assigned,
offered  for sale or  otherwise  disposed of unless  registered  pursuant to the
Securities Act and applicable  state securities laws or unless in the opinion of
counsel who is  reasonably  satisfactory  to the Company an exemption  from such
registration  is available.  Certificates  representing  securities  issued upon
exercise  or  conversion  of this  Warrant  shall bear a legend as  provided  in
Section 19 hereof.

         19.  LEGEND.  Unless  theretofore   registered  for  resale  under  the
Securities Act, each certificate for shares issued upon exercise of this Warrant
shall bear the following legend:

                  The securities  represented by this  certificate have not been
                  registered  under the  Securities Act of 1933, as amended (the
                  "Act").  The securities  have been acquired for investment and
                  may not be resold,  transferred  or assigned in the absence of
                  an effective  registration  statement for the securities under
                  the Act, or an opinion of counsel  satisfactory  to the issuer
                  that registration is not required under the Act.


                                       10
<PAGE>


         20. REGISTRATION RIGHTS. Nothing contained herein shall be construed as
requiring  the  exercise  of this  Warrant  prior to the  initial  filing of any
registration statement provided herein or the effectiveness thereof.

                  20.1 DEMAND  REGISTRATION.  At any time,  for a period of five
years from the date of this agreement,  a Majority of the Holders shall have the
right to request registration under the Securities Act for all or any portion of
the  Registerable  Securities  upon the terms and  conditions  set forth in this
subsection 20.1.  Promptly after receipt of a request for registration  pursuant
to this subsection 20.1 the Company shall notify all other Holders in writing of
such request for registration. Upon receipt of such notice from the Company (the
"Company  Notice"),  each such holder may give the Company a written  request to
register  all  or  some  of  such  holder's   Registerable   Securities  in  the
Registration  Statement  described  in the Company  Notice,  provided  that such
written  request  is given  within 10 days  after the date on which the  Company
Notice is given  (with  such  request  stating  (i) the  amount of  Registerable
Securities to be included and (ii) any other information reasonably requested by
the  Company  to  properly  effect  the   registration   of  such   Registerable
Securities).  The Company shall as soon as  practicable  after the date on which
the Company Notice is given, file with the SEC and use its best efforts to cause
to become effective a Registration  Statement which shall cover the Registerable
Securities  specified in the Demand  Notice and in any written  request from any
other  holder  received by the  Company  within 10 days of the date on which the
Company Notice is given. No right to  registration  of  Registerable  Securities
under this subsection 20.1 shall be construed to limit any registration required
under  subsection  20.2  hereof.  The  obligations  of the  Company  under  this
subsection  20.1 shall  expire  after the  Company has  afforded  the Holder the
opportunity to exercise  registration  rights under this subsection 20.1 for one
registration.

                  20.2 PIGGY-BACK REGISTRATION. If at any time the Company shall
determine to prepare and file with the SEC a Registration  Statement relating to
an offering  for its own account or the account of others  under the  Securities
Act of any  securities  of the  Company,  other  than on Form S-4 or Form S-8 or
their then  equivalents  relating to equity  securities  to be issued  solely in
connection with any  acquisition of any entity or business or equity  securities
issuable in connection  with stock option or other employee  benefit plans,  the
Company  shall  send to the Holder and each  other  holder  who is  entitled  to
registration   rights  under  this   subsection  20.2  written  notice  of  such
determination and if, within 10 days after receipt of such notice,  Holder shall
so request in writing, the Company shall include in such Registration  Statement
all or any  part  of the  Registerable  Securities  the  Holder  requests  to be
registered,  except that if, in connection with any underwritten public offering
for the account of the Company, the managing underwriter(s) thereof shall impose
a limitation on the number of shares of Common Stock (or Other Securities) which
may be included in the Registration  Statement because, in such  underwriter(s)'
judgement,   such   limitation   is  necessary  to  effect  an  orderly   public
distribution,   then  the  Company   shall  be  obligated  to  include  in  such
Registration Statement only such limited portion of the Registerable  Securities
with  respect  to  which  Holder  has  requested  inclusion.  Any  exclusion  of
Registerable  Securities  shall be made  pro rata  among  all  holders  who have
requested that Registerable  Securities be included, in proportion to the number
of Registerable  Securities  specified in their respective  requests;  provided,
however,  that the Company shall not exclude any Registerable  Securities unless
the Company has first excluded all  outstanding  securities the holders of which
are not  entitled  by right to  inclusion  of  securities  in such  Registration
Statement;  and provided  further,  however,  that,  after giving  effect to the

                                       11
<PAGE>

                  20.2 PIGGY-BACK REGISTRATION.(Continued) immediately preceding
proviso,  any exclusion of Registerable  Securities  shall be made pro rata with
holders of other  securities  having the right to include such securities in the
Registration Statement, based on the number of securities for which registration
is  requested  except  to the  extent  such pro  rata  exclusion  of such  other
securities is prohibited under any written agreement entered into by the Company
with  the  holder  of such  other  securities  prior to the  Issue  Date of this
Certificate,  in which case such other securities shall be excluded,  if at all,
in accordance  with the terms of such  agreement.  No right to  registration  of
Registerable  Securities  under this subsection 20.2 shall be construed to limit
any registration  required under subsection 20.1 hereof.  The obligations of the
Company  under this  subsection  20.2 may be waived by a Majority of the Holders
and such  obligations of the Company shall expire after the Company has afforded
the  opportunity  to the  holders to  exercise  registration  rights  under this
subsection 20.2  for one registration;  provided,  however,  that any Holder who
shall  have had any  Registerable  Securities  excluded  from  any  Registration
Statement in accordance  with this  subsection 20.2 shall be entitled to include
in an additional  Registration  Statement filed by the Company the  Registerable
Securities so excluded.

                  20.3     OBLIGATIONS OF THE COMPANY.   In connection with  the
registration of the Registerable Securities, the Company shall:

20.3.1  prepare  promptly  and  file  with  the SEC the  Registration  Statement
provided  in  Section  20.1 with  respect  to the  Registerable  Securities  and
thereafter to use its best efforts to cause such Registration Statement relating
to the  Registerable  Securities to become  effective as soon as possible  after
such filing, and keep the Registration  Statement  effective at all times during
the Registration Period; submit to the SEC, within three Business Days after the
Company learns that no review of the Registration  Statement will be made by the
staff  of the  SEC or the  staff  of the  SEC  has no  further  comments  on the
Registration  Statement,  as the case may be, a request for  acceleration of the
effectiveness of the Registration Statement to a time and date not later then 48
hours  after  the  submission  of  such  request;   notify  the  Holder  of  the
effectiveness  of the  Registration  Statement  on  the  date  the  Registration
Statement is declared  effective;  and, the Company  represents and warrants to,
and  covenants  and  agrees  with the  Holder  that the  Registration  Statement
(including  any  amendments or supplements  thereto and  prospectuses  contained
therein,  at the time it is first  filed with the SEC, at the time it is ordered
effective by the SEC and at all time during which it is required to be effective
hereunder)  and each such  amendment and supplement at the time it is filed with
the SEC and all times during which it is available  for use in  connection  with
the offer and sale of  Registerable  Securities  shall not  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein,  or necessary to make the statements  therein,  in light of the
circumstances in which they were made, not misleading;

                           20.3.2  prepare and file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statement and the prospectus used in connection with the Registration  Statement
as may be necessary to keep the  Registration  Statement  effective at all times
during the Registration Period, and during the Registration Period,  comply with
the  provisions of the  Securities  Act with respect to the  disposition  of all
Registerable  Securities of the Company  covered by the  Registration  Statement
until such time as all of such Registerable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the Holder or Holders
thereof as set forth in the Registration Statement;

                                       12
<PAGE>


                           20.3.3  furnish  to each  Holder  whose  Registerable
Securities are included in the Registration Statement and its legal counsel, (i)
promptly after the same is prepared and publicly distributed, filed with the SEC
or received  by the  Company,  one copy of the  Registration  Statement  and any
amendment thereto, each preliminary prospectus and prospectus and each amendment
or supplement thereto, each letter written by or on behalf of the Company to the
SEC or the staff of the SEC and each item of correspondence  from the SEC or the
staff of the SEC relating to such Registration Statement (other than any portion
of any  thereof  which  contains  information  for which the  Company has sought
confidential  treatment)  and  (ii)  such  number  of  copies  of a  prospectus,
including a preliminary  prospectus and all amendments and  supplements  thereto
and such other  documents,  as such  Holder  reasonably  may request in order to
facilitate the disposition of the Registerable Securities owned by such Holder;

                           20.3.4  use reasonable  efforts to (i)  register  and
qualify the Registerable  Securities covered by the Registration Statement under
such securities or blue sky laws of such jurisdictions as the Holders who hold a
majority of the Registerable  Securities being offered reasonably request,  (ii)
prepare   and   file  in  those   jurisdictions   such   amendments   (including
post-effective   amendments)   and   supplements  to  such   registrations   and
qualifications as may be necessary to maintain the effectiveness  thereof at all
times until the end of the Registration Period, (iii) take such other actions as
may be necessary to maintain such  registrations and qualifications in effect at
all times  during  the  Registration  Period  and (iv)  take all  other  actions
reasonably  necessary or advisable to qualify the  Registerable  Securities  for
sale in such  jurisdictions;  provided,  however,  that the Company shall not be
required in connection  therewith or as a condition thereto (I) to qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this subsection  20.3.4,  (II) to subject itself to general  taxation in
any such jurisdiction,  (III) to file a general consent to service of process in
any  such  jurisdiction,  or  (IV)  to  make  any  change  in  its  Articles  of
Incorporation  or Bylaws which the Board of Directors of the Company  determines
to be contrary to the best interests of the Company and its stockholders;

                           20.3.5 in the event that the Registerable  Securities

are being  offered  in an  underwritten  offering,  enter into and  perform  its
obligations  under an  underwriting  agreement  in  usual  and  customary  form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations, with the underwriters of such offering;

                           20.3.6 as  promptly  as  practicable  after  becoming
aware  of such  event  or  circumstance,  notify  each  Holder  of any  event or
circumstance  of which  the  Company  has  knowledge,  as a result  of which the
prospectus included in the 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,  in
light of the circumstances  under which they were made, not misleading,  and use
its  best  efforts  promptly  to  prepare  a  supplement  or  amendment  to  the
Registration  Statement to correct such untrue statement or omission,  file such
supplement or amendment  with the SEC at such time as shall permit the Holder to
sell Registerable  Securities pursuant to the Registration Statement as promptly
as  practicable,  and deliver a number of copies of such supplement or amendment
to each Holder as such Holder may reasonably request;




                                       13
<PAGE>



                           20.3.7  as  promptly as  practicable  after  becoming
aware of such event, notify each Holder who holds Registerable  Securities being
sold (or, in the event of an underwritten offering the managing underwriters) of
the issuance by the SEC of any stop order or other  suspension of  effectiveness
of the Registration Statement at the earliest possible time;

                           20.3.8  permit  one  legal  counsel  designated   as
selling  stockholders'  counsel  by the  Holder(s)  holding  a  majority  of the
Registerable  Securities  being sold to review and  comment on the  Registration
Statement and all amendments and supplements thereto a reasonable period of time
prior to their filing with the SEC;

                           20.3.9  make generally  available  to  its  security
holders  as soon as  practical,  but not later than  ninety  (90) days after the
close of the period covered  thereby,  an earnings  statement (in form complying
with  the  provisions  of  Rule  158  under  the  Securities   Act)  covering  a
twelve-month  period  beginning  not later  than the first day of the  Company's
fiscal quarter next following the effective date of the Registration Statement;

                           20.3.10 at the request of  the  Holder(s)  who hold a
majority of the  Registerable  Securities  being sold,  furnish on the date that
Registerable  Securities  are delivered to an  underwriter,  if any, for sale in
connection with the Registration  Statement (i) a letter,  dated such date, from
the Company's  independent certified public accountants in form and substance as
is customarily given by independent certified public accountants to underwriters
in an underwritten public offering,  addressed to the underwriters;  and (ii) an
opinion,  dated such date, from counsel representing the Company for purposes of
such Registration Statement, in form and substance as is customarily given in an
underwritten public offering, addressed to the underwriters and the Investors;

                           20.3.11 make available for  inspection by Holder, any
underwriter  participating  in any  distribution or disposition  pursuant to the
Registration Statement, and any attorney,  accountant or other agent retained by
Holder or underwriter (collectively,  the "Inspectors"), all pertinent financial
and other records,  pertinent  corporate documents and properties of the Company
(collectively, the "Records"), as shall be reasonably necessary to enable Holder
to exercise  Holder's  due  diligence  responsibility,  and cause the  Company's
officers,  directors and employees to supply all information which any Inspector
may reasonably  request for purposes of such due diligence;  provided,  however,
that each  Inspector  shall hold in confidence and shall not make any disclosure
(except  to a Holder)  of any  Record  or other  information  which the  Company
determines  in good faith to be  confidential,  and of which  determination  the
Inspectors  are so  notified,  unless  (i) the  disclosure  of such  Records  is
necessary  to avoid or correct a  misstatement  or omission in any  Registration
Statement, (ii) the release of such Records is ordered pursuant to a subpoena or
other order from a court or government  body of competent  jurisdiction or (iii)
the information in such Records has been made generally  available to the public
other  than by  disclosure  in  violation  of this or any other  agreement.  The
Company shall not be required to disclose any  confidential  information in such
Records to any Inspector until and unless such Inspector shall have entered into
confidentiality  agreements (in form and substance  satisfactory to the Company)
with the Company with respect thereto;




                                       14
<PAGE>



                           20.3.12 use its  best  efforts  (i)  to cause all the
Registerable  Securities  covered by the Registration  Statement to be listed on
the NASDAQ or such other principal  securities market on which securities of the
same class or series  issued by the Company are then listed or traded or (ii) if
securities of the same class or series as the  Registerable  Securities  are not
then listed on the NASDAQ or any such other securities  market,  to cause all of
the Registerable  Securities covered by the Registration  Statement to be listed
on the NASDAQ, New York Stock Exchange or the American Stock Exchange;

                           20.3.13 provide a transfer agent and registrar, which
may be a single  entity,  for the  Registerable  Securities  not later  than the
effective date of the Registration Statement;

                           20.3.14 cooperate  with  the Holder and  the managing
underwriter or  underwriters,  if any, to facilitate the timely  preparation and
delivery of  certificates  (not bearing any  restrictive  legends)  representing
Registerable Securities to be offered pursuant to the Registration Statement and
enable such certificates to be in such denominations or amounts, as the case may
be, as the  managing  underwriter  or  underwriters,  if any,  or the Holder may
reasonably  request and registered in such names as the managing  underwriter or
underwriters, if any, or the Holder may request;

                           20.3.15 take all other reasonable  actions  necessary
to  expedite  and  facilitate  disposition  by the  Holder  of the  Registerable
Securities pursuant to the Registration Statement.

                           20.3.16 With  a  view  to  making  available  to  the
Holders  the  benefits  of Rule 144,  the  Company  agrees to: (i) make and keep
public information available,  as those terms are understood and defined in Rule
144; (ii) file with the SEC in a timely  manner all reports and other  documents
required of the Company under the Securities Act and the Exchange Act; and (iii)
furnish to each  Holder so long as such  Holder  owns  Registerable  Securities,
promptly  upon  request,  (I) a written  statement  by the  Company  that it has
complied with the reporting  requirements of Rule 144 and the Exchange Act, (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 to permit the Holders to sell such
securities pursuant to Rule 144 without registration.

                  20.4     OBLIGATIONS OF THE HOLDER.   In  connection  with the

registration of the Registerable Securities, the Holder shall have the following
obligations:

                           20.4.1  it  shall  be a  condition  precedent  to the
obligations  of  the  Company to complete   the  registration   pursuant  hereto
with  respect to the  Holder's  Registerable  Securities  that the Holder  shall
furnish to the Company  such  information  regarding  Holder,  the  Registerable
Securities  held by  Holder  and  the  intended  method  of  disposition  of the
Registerable Securities held by Holder as shall be reasonably required to effect
the  registration  of  such  Registerable  Securities  and  shall  execute  such
documents in connection  with such  registration  as the Company may  reasonably
request.  At least five days prior to the first  anticipated  filing date of the
Registration  Statement,  the Company shall notify the Holder of the information
the Company  requires from the Holder (the  "Requested  Information")  if any of

                                       15
<PAGE>


                           20.4.1(Continued)  Holder's  Registerable  Securities
are  eligible  for  inclusion  in the  Registration  Statement.  If at least two
Business  Days  prior  to the  filing  date the  Company  has not  received  the
Requested   Information  from  the  Holder  (at  such  time  Holder  becoming  a
"Non-Responsive  Holder"),  then the Company may file the Registration Statement
without including Registerable Securities of Non-Responsive Holder but shall not
be relieved of its  obligation  to file a  Registration  Statement  with the SEC
relating to the Registerable  Securities of Non-Responsive Holder promptly after
Non-Responsive Holder provides the Requested Information;

                           20.4.2  by  Holder's  acceptance  of the Registerable
Securities,  Holder agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of the Registration
Statement  hereunder,  unless Holder has notified the Company in writing of such
Holder's  election to exclude all of Holder's  Registerable  Securities from the
Registration Statement;

                           20.4.3  in  the  event  Holder(s) holding a  majority
of the Registerable Securities being registered determine to engage the services
of an  underwriter,  each Holder  agrees to enter into and perform such Holder's
obligations  under an  underwriting  agreement,  in usual  and  customary  form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations,  with the managing underwriter of such offering and take such other
actions as are  reasonably  required  in order to  expedite  or  facilitate  the
disposition of the Registerable Securities,  unless such Holder has notified the
Company in writing of such Investor's election to exclude all of such Investor's
Registerable Securities from the Registration Statement;

                           20.4.4  Holder  agrees  that,  upon  receipt  of  any
notice from the Company of the  happening of any event of the kind  described in
subsections 20.3.6 or 20.3.7, Holder will immediately discontinue disposition of
Registerable  Securities  pursuant to the Registration  Statement  covering such
Registerable Securities until Holder's receipt of the copies of the supplemented
or amended  prospectus  contemplated by subsections  20.3.6 or 20.3.7 and, if so
directed by the Company,  Holder shall deliver to the Company (at the expense of
the  Company)  or  destroy  (and  deliver  to  the  Company  a  certificate   of
destruction) all copies in such Investor's possession of the prospectus covering
such Registerable Securities current at the time of receipt of such notice;

                           20.4.5  Holder   may   not   participate     in   any
underwritten  registration  hereunder  unless Holder (i) agrees to sell Holder's
Registerable  Securities on the basis provided in any underwriting  arrangements
approved by the Holders entitled  hereunder to approve such  arrangements,  (ii)
completes  and executes  all  questionnaires,  powers of attorney,  indemnities,
underwriting  agreements and other documents reasonably required under the terms
of such underwriting  arrangements and (iii) agrees to pay its pro rata share of
all  underwriting  discounts  and  commissions  and other fees and  expenses  of
investment  bankers and any manager or managers of such  underwriting  and legal
expenses  to the  underwriters  applicable  with  respect  to  its  Registerable
Securities,  in each case to the extent not payable by the  Company  pursuant to
the terms of this Agreement; and

                           20.4.6  Holder agrees  to take all reasonable actions
necessary to comply with the prospectus delivery  requirements of the Securities
Act applicable to its sales of Registerable Securities.


                                       16
<PAGE>


                  20.5 EXPENSES OF REGISTRATION.  All costs and expenses,  other
than underwriting or brokerage discounts,  commissions and other fees related to
the  distribution of the  Registerable  Securities,  incurred in connection with
registrations,  filings or qualifications pursuant to subsections 20.1, 20.2 and
20.3,   including,   without   limitation,   all   registration,   listing   and
qualifications fees, printers and accounting fees and the fees and disbursements
of counsel for the Company  shall be borne by the  Company,  provided,  however,
that the  Holder(s)  shall bear the fees and  out-of-pocket  expenses of the one
legal counsel selected by the Holder(s) pursuant to subsection 20.4.8 hereof and
all reasonable costs and expenses  incurred in connection with the second demand
registration  permitted by subsection 20.2, including all registration,  listing
and  qualification   fees,  printers  and  accounting  fees  and  the  fees  and
disbursements  of the Company  counsel,  shall be borne by the  Holder(s) of the
Registerable Securities covered by such registration.

                  20.6 INDEMNIFICATION. In the event any Registerable Securities
are included in a Registration Statement under this Agreement:

                           20.6.1  To  the  extent permitted by law, the Company
will  indemnify  and hold  harmless  each  Holder  who holds  such  Registerable
Securities, the directors, if any, of such Holder, the officers, if any, of such
Holder,  each person,  if any, who controls any Holder within the meaning of the
Securities  Act  or  the  Exchange  Act,  any  underwriter  (as  defined  in the
Securities Act) for the Holders, the directors,  if any, of such underwriter and
the officers, if any, of such underwriter, and each person, if any, who controls
any such  underwriter  within the meaning of the  Securities Act or the Exchange
Act (each,  an  "Indemnified  Person"),  against  any losses,  claims,  damages,
liabilities or expenses (joint or several) incurred (collectively,  "Claims") to
which any of them may become subject under the Securities  Act, the Exchange Act
or  otherwise,  insofar as such  Claims  (or  actions  or  proceedings,  whether
commenced or threatened,  in respect thereof) arise out of or are based upon any
of the  following  statements,  omissions  or  violations  in  the  Registration
Statement,  or any post-effective  amendment thereof, or any prospectus included
therein: (i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any post-effective  amendment thereof
or 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
(ii) any  untrue  statement  or alleged  untrue  statement  of a  material  fact
contained in any  preliminary  prospectus if used prior to the effective date of
such Registration Statement, or contained in the final prospectus (as amended or
supplemented,  if the Company files any amendment thereof or supplement  thereto
with the SEC) or the omission or alleged  omission to state therein any material
fact  necessary  to  make  the  statements   made  therein,   in  light  of  the
circumstances  under which the  statements  therein were made, not misleading or
(iii) any violation or alleged  violation by the Company of the Securities  Act,
the Exchange Act, any state  securities law or any rule or regulation  under the
Securities Act, the Exchange Act or any state securities law (the matters in the
foregoing clauses (i) through (iii) being, collectively,  "Violations"). Subject
to the restrictions set forth in subsection 20.6.4 with respect to the number of
legal counsel, the Company shall reimburse the Holders and the other Indemnified
Persons, promptly as such expenses are incurred and are due and payable, for any
legal fees or other  reasonable  expenses  incurred by them in  connection  with
investigating  or  defending  any such  Claim.  Notwithstanding  anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
subsection 20.6.1: (I) shall not apply to a Claim arising out of or based upon a

                                       17
<PAGE>

                           20.6.1(Continued)  Violation which occurs in reliance
upon and in conformity with  information  furnished in writing to the Company by
any Indemnified  Person or underwriter for such Indemnified Person expressly for
use in  connection  with the  preparation  of the  Registration  Statement,  the
prospectus  or any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  was timely  made  available  by the Company  pursuant to  subsection
20.3.3 hereof;  (II) with respect to any preliminary  prospectus shall not inure
to the benefit of any Indemnified  Person if the untrue statement or omission of
material  fact  contained in the  preliminary  prospectus  was  corrected in the
prospectus, as then amended or supplemented,  if such prospectus was timely made
available by the Company pursuant to subsection  20.3.3 hereof;  and (III) shall
not apply to  amounts  paid in  settlement  of any Claim if such  settlement  is
effected  without the prior written consent of the Company,  which consent shall
not be  unreasonably  withheld.  Such  indemnity  shall remain in full force and
effect regardless of any  investigation  made by or on behalf of the Indemnified
Person and shall  survive the  transfer of the  Registerable  Securities  by the
Holders pursuant to Section 24.

                           20.6.2  In connection with any Registration Statement
in which a Holder is  participating,  each such Holder  agrees to indemnify  and
hold harmless, to the same extent and in the same manner set forth in subsection
20.6.1, the Company,  each of its directors,  each of its officers who signs the
Registration Statement,  each person on, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act, any  underwriter  and any
other stockholder selling securities  pursuant to the Registration  Statement or
any of its directors or officers or any person who controls such  stockholder or
underwriter  within  the  meaning  of the  Securities  Act or the  Exchange  Act
(collectively and together with an Indemnified Person, an "Indemnified  Party"),
against any Claim to which any of them may become subject,  under the Securities
Act, the Exchange  Act or  otherwise,  insofar as such Claim arises out of or is
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  to the  Company  by  such  Holder  expressly  for use in
connection with such Registration Statement;  and such Holder will reimburse any
legal or other expenses reasonably  incurred by any Indemnified Party,  promptly
as such  expenses  are  incurred and are due and  payable,  in  connection  with
investigating or defending any such Claim; provided, however, that the indemnity
agreement contained in this subsection 20.6.2 shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent  of such  Holder,  which  consent  shall not be  unreasonably  withheld;
provided,  further,  however,  that  the  Holder  shall  be  liable  under  this
subsection  20.6.2 for only that amount of a Claim as does not exceed the amount
by  which  the net  proceeds  to  such  Holder  from  the  sale of  Registerable
Securities  pursuant  to such  Registration  Statement  exceeds the cost of such
Registerable  Securities  to such Holder.  Such  indemnity  shall remain in full
force and effect  regardless of any  investigation  made by or on behalf of such
Indemnified Party and shall survive the transfer of the Registerable  Securities
by the Holders pursuant to Section 10. Notwithstanding  anything to the contrary
contained herein,  the  indemnification  agreement  contained in this subsection
20.6.2 with respect to any preliminary prospectus shall not inure to the benefit
of any  Indemnified  Party if the untrue  statement or omission of material fact
contained in the  preliminary  prospectus was corrected on a timely basis in the
prospectus, as then amended or supplemented.

                           20.6.3  The  Company  shall  be  entitled  to receive
indemnities  from  underwriters,  selling  brokers,  dealer managers and similar
securities industry professionals participating in any distribution, to the same
extent as provided above, with respect to information so furnished in writing by
such persons expressly for inclusion in the Registration Statement.
                                       18
<PAGE>


                           20.6.4  Promptly  after  receipt  by  an  Indemnified
Person  or  Indemnified   Party  under  this  Section  20.6  of  notice  of  the
commencement of any action (including any governmental action), such Indemnified
Person or Indemnified  Party shall,  if a Claim in respect thereof is to be made
against any indemnifying  party under Section 20.6,  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 similarly noticed,
to  assume  control  of  the  defense  thereof  with  counsel  selected  by  the
indemnifying  party but reasonably  acceptable to the Indemnified  Person or the
Indemnified  Party, as the case may be; provided,  however,  that an Indemnified
Person or Indemnified  Party shall have the right to retain its own counsel with
the  fees  and  expenses  to be  paid  by the  indemnifying  party,  if,  in the
reasonable   opinion  of  counsel  retained  by  the  indemnifying   party,  the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented by such counsel in such proceeding.  In such event, the
Company shall pay for only one separate  legal counsel for the  Investors;  such
legal counsel shall be selected by the Holders holding a majority in interest of
the Registerable  Securities included in the Registration Statement to which the
Claim relates.  The failure to deliver written notice to the indemnifying  party
within a  reasonable  time of the  commencement  of any such  action  shall  not
relieve such  indemnifying  party of any liability to the Indemnified  Person or
Indemnified  Party  under  this  Section  20.6,  except to the  extent  that the
indemnifying  party is  prejudiced  in its  ability to defend such  action.  The
indemnification  required by Section 20.6 shall be made by periodic  payments of
the amount thereof during the course of the  investigation  or defense,  as such
expense, loss, damage or liability is incurred and is due and payable.

                  20.7 The  agreements,  representations  and  warranties of the
Company and the Holder set forth or provided  in this  Section 20 shall  survive
any  exercise  of  this  Warrant  and  the  delivery  of  and  payment  for  the
Registerable  Securities  hereunder  and shall  remain in full force and effect,
regardless  of any  investigation  made by or on behalf of the  Company  and the
Holder.

         21.  MISCELLANEOUS.  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.  This Warrant shall be construed and enforced in accordance  with and
governed by the internal laws of the State of  California.  The headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.

         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
on its behalf by one of its officers thereunto duly authorized.

Dated:   ____________________, 2000                  ROEX, INC.


                                        ----------------------------------------
                                                   Rodney H. Burreson, President


                                       19
<PAGE>




                              FORM OF SUBSCRIPTION

                            RH INVESTMENT CORPORATION
                   (To be signed only on exercise of Warrant)

TO:      RH Investment Corporation
         15760 Ventura Boulevard, Suite 1732
         Encino, California 91436
         Attention:  Managing Director


1. The  undersigned  Holder of the attached  original,  executed  Warrant hereby
elects to  exercise  its  purchase  right  under such  Warrant  with  respect to
________  shares of Common Stock,  as defined in the Warrant,  of Roex,  Inc., a
California corporation (the "Company").

2. The undersigned Holder (check one):

                  (a)      elects to pay the aggregate  purchase  price for such
                           shares of Common Stock (the "Exercise Shares") (i) by
                           lawful  money of the  United  States or the  enclosed
                           certified  or official  bank check  payable in United
                           States  dollars  to the order of the  Company  in the
                           amount of  $__________,  or (ii) 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   Form   of   Subscription   pursuant   to   the
                           instructions of the Company;

                   or

                  (b)      elects to  receive  shares of Common  Stock  having a
                           value equal to the value of the Warrant calculated in
                           accordance with Section 1.2 of the Warrant.

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


                  Name:    ________________________________________

                  Address: ________________________________________

                           ________________________________________


Dated:_________________________         ________________________________________
                                           (Signature  must  conform  to name of
                                           Holder as specified  on  the  face of
                                           the Warrant)

                                        ________________________________________


                                        ________________________________________
                                        (Address)