NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR ANY OTHER  APPLICABLE  SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE  HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED,  ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.



                             STOCK PURCHASE WARRANT


                  To Purchase 50,000 Shares of Common Stock of

                        Paradigm Medical Industries, Inc.

                  THIS CERTIFIES  that, for value  received,  Triton West Group,
Inc. (the "Holder"),  is entitled,  upon the terms and subject to the conditions
hereinafter  set  forth,  at any time on or  December  30,  2000  (the  "Initial
Exercise  Date") and on or prior to the close of business  on December  30, 2003
(the "Termination Date") but not thereafter,  to subscribe for and purchase from
Paradigm Medical Industries,  Inc., a Nevada corporation (the "Company"),  up to
fifty thousand  (50,000) shares (the "Warrant  Shares") of Common Stock,  $0.001
par value, of the Company (the "Common Stock").  The purchase price of one share
of Common Stock (the "Exercise Price") under this Warrant shall be $7.2656 (125%
of the  lowest  closing  bid price  during  the five  Trading  Days  immediately
preceding the initial Closing Date). The Exercise Price and the number of shares
for which the Warrant is exercisable  shall be subject to adjustment as provided
herein.  In the event of any conflict  between the terms of this Warrant and the
Private  Equity Line of Credit  Agreement  dated June 30, 2000 pursuant to which
this Warrant has been issued (the "Purchase Agreement"),  the Purchase Agreement
shall  control.  Capitalized  terms used and not otherwise  defined herein shall
have the meanings set forth for such terms in the Purchase Agreement.

1.

<PAGE>


                  Title to Warrant. Prior to the Termination Date and subject to
compliance  with  applicable  laws,  this Warrant and all rights  hereunder  are
transferable, in whole or in part, at the office or agency of the Company by the
holder hereof in person or by duly authorized  attorney,  upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.

2.  Authorization  of Shares.  The Company  covenants  that all shares of Common
Stock  which may be issued  upon the  exercise  of  rights  represented  by this
Warrant will, upon exercise of the rights  represented by this Warrant,  be duly
authorized,  validly  issued,  fully  paid and  nonassessable  and free from all
taxes,  liens and charges in respect of the issue  thereof  (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

3. Exercise of Warrant.  Except as provided in Section 4 herein, exercise of the
purchase rights  represented by this Warrant may be made at any time or times on
or after the  Initial  Exercise  Date,  and before the close of  business on the
Termination Date.  Exercise of this Warrant or any part hereof shall be effected
by the surrender of this Warrant and the Notice of Exercise Form annexed  hereto
duly  executed,  at the office of the Company (or such other office or agency of
the Company as it may  designate by notice in writing to the  registered  holder
hereof at the address of such holder  appearing on the books of the Company) and
upon  payment of the  Exercise  Price of the shares  thereby  purchased  by wire
transfer or cashier's  check drawn on a United  States bank,  the holder of this
Warrant shall be entitled to receive a  certificate  for the number of shares of
Common Stock so purchased.  Certificates for shares purchased hereunder shall be
delivered to the holder  hereof  within three (3) Trading Days after the date on
which this Warrant shall have been exercised as aforesaid. This Warrant shall be
deemed to have been  exercised and such  certificate  or  certificates  shall be
deemed to have been issued,  and Holder or any other person so  designated to be
named  therein  shall be deemed to have become a holder of record of such shares
for all  purposes,  as of the date the Warrant has been  exercised by payment to
the Company of the Exercise  Price and all taxes  required to be paid by Holder,
if any,  pursuant to Section 5 prior to the issuance of such  shares,  have been
paid. If this Warrant shall have been exercised in part,  the Company shall,  at
the time of delivery of the  certificate or  certificates  representing  Warrant
Shares,  deliver  to Holder a new  Warrant  evidencing  the  rights of Holder to
purchase the  unpurchased  shares of Common  Stock  called for by this  Warrant,
which new Warrant shall in all other respects be identical with this Warrant.


4. No Fractional  Shares or Scrip.  No fractional  shares or scrip  representing
fractional  shares shall be issued upon the exercise of this Warrant.  As to any
fraction of a share which  Holder would  otherwise be entitled to purchase  upon
such exercise,  the Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to the Exercise Price.

5. Charges,  Taxes and Expenses.  Issuance of certificates  for shares of Common
Stock upon the  exercise of this  Warrant  shall be made  without  charge to the
holder  hereof  for any issue or  transfer  tax or other  incidental  expense in
respect of the  issuance of such  certificate,  all of which taxes and  expenses
shall be paid by the Company,  and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant;  provided,  however,  that in the event certificates for
shares of Common  Stock  are to be issued in a name  other  than the name of the
holder of this  Warrant,  this Warrant when  surrendered  for exercise  shall be
accompanied by the Assignment  Form attached  hereto duly executed by the holder
hereof; and the Company may require,  as a condition  thereto,  the payment of a
sum sufficient to reimburse it for any transfer tax incidental thereto.

6. Closing of Books. The Company will not close its shareholder books or records
in any manner which prevents the timely exercise of this Warrant.

7.  Transfer,  Division  and  Combination.  (a) Subject to  compliance  with any
applicable  securities laws,  transfer of this Warrant and all rights hereunder,
in whole or in part,  shall be  registered  on the  books of the  Company  to be
maintained  for such  purpose,  upon  surrender of this Warrant at the principal
office of the  Company,  together  with a  written  assignment  of this  Warrant
substantially  in the form attached  hereto duly executed by Holder or its agent
or attorney  and funds  sufficient  to pay any transfer  taxes  payable upon the
making of such transfer. Upon such surrender and, if required, such payment, the
Company  shall  execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denomination or denominations specified in such
instrument  of  assignment,  and  shall  issue  to the  assignor  a new  Warrant
evidencing  the portion of this Warrant not so assigned,  and this Warrant shall
promptly be cancelled.  A Warrant,  if properly assigned,  may be exercised by a
new holder  for the  purchase  of shares of Common  Stock  without  having a new
Warrant issued.

                           (b) This  Warrant  may be  divided or  combined  with
other Warrants upon presentation  hereof at the aforesaid office of the Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be  issued,  signed by  Holder  or its agent or  attorney.
Subject  to  compliance  with  Section  7(a),  as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                           (c) The Company shall  prepare,  issue and deliver at
its own expense  (other than transfer  taxes) the new Warrant or Warrants  under
this Section 7.

                           (d) The Company agrees to maintain,  at its aforesaid
office,  books for the  registration  and the  registration  of  transfer of the
Warrants.

8. No Rights as Shareholder  until  Exercise.  This Warrant does not entitle the
holder  hereof to any  voting  rights or other  rights as a  shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise Price,  the Warrant Shares so purchased shall
be and be deemed to be issued to such holder as the record  owner of such shares
as of the  close of  business  on the  later of the  date of such  surrender  or
payment.

9. Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that
upon  receipt by the Company of evidence  reasonably  satisfactory  to it of the
loss, theft,  destruction or mutilation of this Warrant certificate or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not include the posting of any bond),  and upon  surrender and  cancellation  of
such  Warrant or stock  certificate,  if  mutilated,  the Company  will make and
deliver a new  Warrant or stock  certificate  of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

10.  Saturdays,  Sundays,  Holidays,  etc. If the last or appointed  day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a Saturday, Sunday or
legal holiday.

11.  Adjustments  of  Exercise  Price and  Number of Warrant  Shares.  (a) Stock
Splits, etc. The number and kind of securities  purchasable upon the exercise of
this Warrant and the Exercise Price shall be subject to adjustment  from time to
time upon the happening of any of the  following.  In case the Company shall (i)
pay a dividend  in shares of Common  Stock or make a  distribution  in shares of
Common Stock to holders of its  outstanding  Common  Stock,  (ii)  subdivide its
outstanding  shares of Common  Stock  into a greater  number of shares of Common
Stock,  (iii)  combine  its  outstanding  shares of Common  Stock into a smaller
number of shares of Common  Stock or (iv) issue any shares of its capital  stock
in a  reclassification  of the Common Stock,  then the number of Warrant  Shares
purchasable  upon  exercise of this Warrant  immediately  prior thereto shall be
adjusted  so that the holder of this  Warrant  shall be  entitled to receive the
kind and number of Warrant  Shares or other  securities  of the Company which he
would  have  owned or have  been  entitled  to  receive  had such  Warrant  been
exercised in advance  thereof.  Upon each such adjustment of the kind and number
of Warrant  Shares or other  securities  of the  Company  which are  purchasable
hereunder,  the holder of this Warrant shall  thereafter be entitled to purchase
the number of Warrant Shares or other securities  resulting from such adjustment
at an Exercise Price per Warrant Share or other security obtained by multiplying
the Exercise Price in effect  immediately prior to such adjustment by the number
of  Warrant  Shares  purchasable  pursuant  hereto  immediately  prior  to  such
adjustment and dividing by the number of Warrant  Shares or other  securities of
the Company resulting from such adjustment.  An adjustment made pursuant to this
paragraph shall become  effective  immediately  after the effective date of such
event retroactive to the record date, if any, for such event.

                           (b)   Reorganization,    Reclassification,    Merger,
Consolidation or Disposition of Assets. In case the Company shall reorganize its
capital, reclassify its capital stock, consolidate or merge with or into another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then Holder shall have the right  thereafter  to receive,  upon
exercise of this Warrant,  the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and  Other  Property  receivable  upon or as a  result  of such  reorganization,
reclassification,  merger, consolidation or disposition of assets by a holder of
the  number of shares of Common  Stock for which  this  Warrant  is  exercisable
immediately   prior  to  such  event.  In  case  of  any  such   reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors  of the  Company)  in order to provide  for  adjustments  of shares of
Common  Stock for which this  Warrant is  exercisable  which  shall be as nearly
equivalent as  practicable to the  adjustments  provided for in this Section 11.
For purposes of this  Section 11,  "common  stock of the  successor or acquiring
corporation"  shall include stock of such  corporation of any class which is not
preferred  as to  dividends  or  assets  over any  other  class of stock of such
corporation  and which is not subject to  redemption  and shall also include any
evidences  of  indebtedness,  shares  of  stock or other  securities  which  are
convertible into or exchangeable for any such stock,  either immediately or upon
the arrival of a specified  date or the  happening of a specified  event and any
warrants  or other  rights to  subscribe  for or purchase  any such  stock.  The
foregoing  provisions  of this Section 11 shall  similarly  apply to  successive
reorganizations,  reclassifications,  mergers,  consolidations or disposition of
assets.

12. Voluntary  Adjustment by the Company. The Company may at any time during the
term of this Warrant,  reduce the then current  Exercise Price to any amount and
for any  period of time  deemed  appropriate  by the Board of  Directors  of the
Company.

13.  Notice of  Adjustment.  Whenever the number of Warrant  Shares or number or
kind of  securities  or other  property  purchasable  upon the  exercise of this
Warrant or the Exercise Price is adjusted as herein provided,  the Company shall
promptly mail by registered or certified mail, return receipt requested,  to the
holder of this Warrant notice of such  adjustment or  adjustments  setting forth
the number of Warrant Shares (and other securities or property) purchasable upon
the exercise of this Warrant and the Exercise  Price of such Warrant Shares (and
other  securities  or property)  after such  adjustment,  setting  forth a brief
statement  of  the  facts  requiring  such  adjustment  and  setting  forth  the
computation by which such  adjustment was made.  Such notice,  in the absence of
manifest  error,  shall  be  conclusive  evidence  of the  correctness  of  such
adjustment.

14. Notice of Corporate Action. If at any time:

                           (a) the Company shall take a record of the holders of
its Common  Stock for the  purpose of  entitling  them to receive a dividend  or
other  distribution,  or any right to subscribe for or purchase any evidences of
its  indebtedness,  any shares of stock of any class or any other  securities or
property, or to receive any other right, or

                           (b) there shall be any capital  reorganization of the
Company,  any  reclassification  or recapitalization of the capital stock of the
Company  or any  consolidation  or  merger  of the  Company  with,  or any sale,
transfer or other disposition of all or substantially  all the property,  assets
or business of the Company to, another corporation or,

                           (c)  there  shall  be  a  voluntary  or   involuntary
dissolution,  liquidation or winding up of the Company; then, in any one or more
of such cases,  the Company shall give to Holder (i) at least 30 calendar  days'
prior  written  notice of the date on which a record date shall be selected  for
such  dividend,  distribution  or right  or for  determining  rights  to vote in
respect of any such  reorganization,  reclassification,  merger,  consolidation,
sale, transfer, disposition,  liquidation or winding up, and (ii) in the case of
any  such  reorganization,   reclassification,   merger,  consolidation,   sale,
transfer,  disposition,  dissolution,  liquidation  or  winding  up, at least 30
calendar  days' prior written notice of the date when the same shall take place.
Such notice in accordance  with the foregoing  clause also shall specify (i) the
date on which any such record is to be taken for the  purpose of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such  time is to be fixed,  as of which the  holders  of Common  Stock  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property deliverable upon such disposition,  dissolution, liquidation or winding
up. Each such written notice shall be sufficiently  given if addressed to Holder
at the  last  address  of  Holder  appearing  on the  books of the  Company  and
delivered  in  accordance  with  Section  16(d).  To the extent  that the notice
required to be given to Holder  hereunder is material,  non-public  information,
then such Holder shall sign such  confidentiality  agreement with the Company as
it or its  counsel  may  reasonably  require to protect  against  the  premature
disclosure of such event.

15. Authorized  Shares. The Company covenants that during the period the Warrant
is outstanding,  it will reserve from its authorized and unissued Common Stock a
sufficient  number of shares to provide for the  issuance of the Warrant  Shares
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall  constitute  full authority to
its officers who are charged with the duty of executing  stock  certificates  to
execute and issue the  necessary  certificates  for the Warrant  Shares upon the
exercise of the purchase  rights under this  Warrant.  The Company will take all
such  reasonable  action as may be necessary to assure that such Warrant  Shares
may be issued as provided  herein  without  violation of any  applicable  law or
regulation, or of any requirements of the Principal Market upon which the Common
Stock may be listed.

                           The  Company  shall  not  by any  action,  including,
without  limitation,  amending its certificate of  incorporation  or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities  or any other  voluntary  action,  avoid or seek to avoid the
observance or performance  of any of the terms of this Warrant,  but will at all
times in good  faith  assist in the  carrying  out of all such  terms and in the
taking of all such  actions as may be necessary  or  appropriate  to protect the
rights of Holder  against  impairment.  Without  limiting the  generality of the
foregoing,  the  Company  will (a) not  increase  the par value of any shares of
Common  Stock  receivable  upon the  exercise of this  Warrant  above the amount
payable  therefor upon such exercise  immediately  prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the  exercise of this  Warrant,  and (c) use all  commercially
reasonable  efforts to obtain all such  authorizations,  exemptions  or consents
from any public regulatory body having jurisdiction  thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.

                           Upon the request of Holder,  the Company  will at any
time during the period this Warrant is outstanding  acknowledge  in writing,  in
form reasonably  satisfactory to Holder, the continuing validity of this Warrant
and the obligations of the Company hereunder.

                           Before   taking  any  action  which  would  cause  an
adjustment reducing the current Exercise Price below the then par value, if any,
of the shares of Common  Stock  issuable  upon  exercise  of the  Warrants,  the
Company shall take any corporate action which may be necessary in order that the
Company may validly and legally  issue fully paid and  non-assessable  shares of
such Common Stock at such adjusted Exercise Price.

                           Before  taking any action  which  would  result in an
adjustment  in the number of shares of Common  Stock for which  this  Warrant is
exercisable  or in the  Exercise  Price,  the  Company  shall  obtain  all  such
authorizations or exemptions  thereof,  or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

16.      Miscellaneous.
         -------------

(a)  Jurisdiction.  This Warrant shall be binding upon any successors or assigns
of the Company.  This  Warrant  shall  constitute  a contract  under the laws of
Delaware  without  regard to its  conflict of law  principles  or rules,  and be
subject  to  arbitration  pursuant  to the  terms  set  forth  in  the  Purchase
Agreement.

(b)  Restrictions.  The  holder  hereof  acknowledges  that the  Warrant  Shares
acquired  upon the  exercise  of this  Warrant,  if not  registered,  will  have
restrictions upon resale imposed by state and federal securities laws.

(c)  Nonwaiver  and  Expenses.  No course of  dealing or any delay or failure to
exercise any right  hereunder on the part of Holder shall operate as a waiver of
such  right  or  otherwise  prejudice  Holder's  rights,   powers  or  remedies,
notwithstanding  all rights hereunder  terminate on the Termination Date. If the
Company  willfully fails to comply with any material  provision of this Warrant,
the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights,  powers
or remedies hereunder.

(d) Notices.  Any notice,  request or other document required or permitted to be
given or  delivered  to the holder  hereof by the Company  shall be delivered in
accordance with the notice provisions of the Purchase Agreement.

(e) Limitation of Liability.  No provision hereof, in the absence of affirmative
action by Holder to purchase shares of Common Stock,  and no enumeration  herein
of the rights or privileges of Holder  hereof,  shall give rise to any liability
of Holder for the purchase  price of any Common Stock or as a stockholder of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

(f) Remedies. Holder, in addition to being entitled to exercise all rights
granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Warrant and hereby agrees to waive the
defense in any action for specific performance that a remedy at law would be
adequate.

(g) Successors and Assigns.  Subject to applicable securities laws, this Warrant
and the rights and  obligations  evidenced  hereby shall inure to the benefit of
and be  binding  upon the  successors  of the  Company  and the  successors  and
permitted  assigns of Holder.  The provisions of this Warrant are intended to be
for the  benefit of all Holders  from time to time of this  Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

(h)  Indemnification.  The Company agrees to indemnify and hold harmless  Holder
from and against  any  liabilities,  obligations,  losses,  damages,  penalties,
actions,   judgments,  suits,  claims,  costs,  attorneys'  fees,  expenses  and
disbursements  of any kind which may be imposed  upon,  incurred  by or asserted
against  Holder in any manner  relating  to or arising out of any failure by the
Company to perform or observe  in any  material  respect  any of its  covenants,
agreements,  undertakings  or obligations  set forth in this Warrant;  provided,
however,  that the Company  will not be liable  hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,  costs,  attorneys' fees, expenses or disbursements are found in a final
non-appealable  judgment by a court to have resulted  from Holder's  negligence,
bad  faith  or  willful   misconduct  in  its  capacity  as  a  stockholder   or
warrantholder of the Company.

(i) Amendment.  This Warrant may be modified or amended or the provisions hereof
waived with the written consent of the Company and the Holder.

(j)  Severability.  Wherever  possible,  each provision of this Warrant shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

(k)  Headings.  The  headings  used in this Warrant are for the  convenience  of
reference only and shall not, for any purpose, be deemed a part of this Warrant.

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officer thereunto duly authorized.


Dated: June __, 2000
                                            Paradigm Medical Industries, Inc.


                                            By: /s/ Thomas F. Motter
                                            ------------------------------------
                                            Thomas F. Motter, Chairman & CEO




<PAGE>



NY:112475.1
                               NOTICE OF EXERCISE



To:      Paradigm Medical Industries, Inc.



(1)______The undersigned hereby elects to purchase ________ shares of Common
Stock (the "Common Stock"), of Paradigm Medical Industries, Inc. pursuant to the
terms of the attached Warrant, and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.

(2)______Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:


---------         ----------------------------------------
                                (Name)

---------         ----------------------------------------
                              (Address)
---------         ----------------------------------------




Dated:


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





<PAGE>



                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                      Do not use this form to exercise the
                                   warrant.)



FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are
hereby assigned to

--------------------------------------------------------------
whose address is


---------------------------------------------------------------.


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

                  Dated:  ______________, _______

                  Holder's Signature:_____________________________

                  Holder's Address:_____________________________



Signature Guaranteed:  ___________________________________________




NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.

G:\SPW-402M.PMI.DOC