<PAGE>
                                                                   EXHIBIT 10.12


                                  MATCHNET PLC

                            (Company number 3628907)
                   (Incorporated under the Companies Act 1985)



            WARRANT TO ACQUIRE 750,000 ORDINARY SHARES OF L0.01 EACH




THIS IS TO CERTIFY that that for value received, EUROPLAY CAPITAL ADVISORS LLC
("ECA") is the registered holder of a warrant to acquire from MATCHNET PLC, a
company registered in England and Wales (COMPANY NUMBER 3628907), (the
"COMPANY"), up to 750,000 Ordinary Shares of L0.01 each in the Company
subject to the attached termS and conditions.


EXECUTED as a deed by MatchNet plc this _________ day of ___________________
2004 and effective as of ______________, 2003.



EXECUTED as a deed by MATCHNET PLC and signed by two   )  Director:
duly authorised officers on its behalf                 )
                                                       )  Director/Secretary:



IMPORTANT:


(1)     The warrant evidenced by this Certificate is exercisable at any time up
        to and including 14 August 2007 by completion of the Notice of Exercise
        set out in Attachment A and lodgement of this Certificate at the then
        registered office of MatchNet plc (with a copy marked for the attention
        of the General Counsel and sent to the Company's principal place of
        business from time to time in the United States of America together with
        the appropriate payment). After 14 August 2007 this Certificate will
        cease to have any value or effect.


<PAGE>

(2)     No transfer or assignment of the warrant evidenced by this Certificate
        (or any part thereof) will be valid save in accordance with Condition
        12. Upon any purported transfer or assignment save in accordance with
        Condition 12 such warrant will cease to have any value or effect.

(3)     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT
        AND NOT WITH A VIEW TO, OR IN CONNECITION WITH, THE SALE OR DISTRIBUTION
        THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
        EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
        COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
        NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.



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<PAGE>
                              TERMS AND CONDITIONS


1.      In these terms and conditions:


        "AFFILIATE" means any undertaking controlling directly or indirectly or
        under common control with ECA. (For the purposes of this definition one
        undertaking is controlled by another if the controlled undertaking is a
        "subsidiary undertaking" (in accordance with the definition contained in
        the Companies Act 1985, Section 258 as amended) of the controlling
        corporation.);

        "DIRECTORS" means the directors from time to time of the Company;

        "COMPANY" means Matchnet PLC, a company registered in England and Wales
        (Company number 3628907), with its registered address at 73 Abbey Road,
        London NW8 OAE England, and its principal offices at 8383 Wilshire
        Boulevard, Suite 800, Beverly Hills, California 90211 USA;

        "DEPOSITARY SHARES" means securities representing interests in Ordinary
        Shares pursuant to any depositary arrangement procured by the Company,
        from time to time, for the benefit of its shareholders generally.

        "FMV" of a Warrant Share or Ordinary Share means, for any date, the
        price determined by the first of the following clauses that applies: (a)
        if the Shares or Depositary Shares, as the case may be, are traded on
        the FSE, the closing price of that security for such date (or the
        nearest preceding date) on the FSE, (b) if the Shares or Depositary
        Shares are not listed on the FSE and are then listed or quoted on
        another Trading Market, the closing price of the Shares or Depositary
        Shares for such date (or the nearest preceding date) on the primary
        Trading Market on which the Shares or Depositary Shares are then listed
        or quoted; or (c) in all other cases, the fair market value of Shares or
        the Depositary Shares as determined in accordance with Condition 14.

        "FSE" means the Frankfurt Stock Exchange

        "PERSON" means an individual or corporation, partnership, trust,
        incorporated or unincorporated association, joint venture, limited
        liability company, joint stock company, government (or an agency or
        subdivision thereof) or other entity of any kind;

        "REGISTERED HOLDER" means the Person in whose name this Certificate is
        registered upon the books and records maintained by the Company from
        time to time;

        "SHARES" (or "ORDINARY SHARES") means an ordinary share (or ordinary
        shares) of L0.01 each in the capital of the Company (or shares which
        replace such Shares



                                       3
<PAGE>

        following an Alteration of Share Capital or Fundamental Transaction (as
        defined in Condition 10));

        "TRADING DAY" means a day on which the Ordinary Shares or Depositary
        Shares are traded on a Trading Market

        "TRADING MARKET" means the following markets or exchanges on which the
        Warrant Shares or Depositary Shares are listed or quoted for trading on
        the date in question: the FSE, London Stock Exchange, Nasdaq SmallCap
        Market, the American Stock Exchange ("AMEX"), the New York Stock
        Exchange ("NYSE") or the Nasdaq National Market or any other recognised
        investment exchange as defined in the Financial Services and Markets Act
        2000;

        "UK BUSINESS DAY" means a day other than a Saturday or Sunday or a day
        which is a public holiday or bank holiday in England;

        "WARRANT" means the warrant evidenced by this Certificate, to subscribe
        for the number of Ordinary Shares of the Company specified on the face
        of this Certificate, but subject to adjustment as provided for below;

        "WARRANT SHARE" means an Ordinary Share issued or required to be issued
        pursuant to this Warrant or any other security issuable upon exercise of
        this Warrant by operation of the provisions of Condition 10;

        "WARRANT PRICE" means the price per Warrant Share at which the
        Registered Holder is entitled to subscribe for the Warrant Shares of the
        Company which are subject to this Warrant. Subject to adjustment as
        provided in Condition 10, the Warrant Price is E2.08 (2.08 Euros) per
        Warrant Share.

2.      This Warrant is held subject to the Memorandum and Articles of
Association of the Company and otherwise on these terms and conditions which are
binding upon the Company and the Registered Holder and all Persons claiming
through or under them respectively; provided, however, that the Company
represents and warrants to the Registered Holder that there is no provision of
this Warrant that is in conflict with or rendered ineffective by the Memorandum
and Articles of Association of the Company. The Company further represents and
warrants to the Registered Holder that all actions of the Company's Directors
and shareholders required to issue the Ordinary Shares issuable upon the
exercise hereof have been duly and validly taken. These actions include, but not
limited to, obtaining all necessary approvals to provide for an increase in
authorized share capital, authority for the Directors to allot Ordinary Shares
and for no right of pre-emption to apply in respect of such allotment.

3.      This Warrant is exercisable by the Registered Holder in whole or in part
at any time and from time to time during the period from the date of this
Certificate (the "EFFECTIVE DATE") up to and including 5:00 p.m. Pacific Time on
14 August 2007 (the "EXPIRATION TIME"). If the Warrant remains unexercised at
the Expiration Time with respect to any portion of the Shares, then the
Company's obligation with respect to such unexercised Shares shall immediately
terminate.



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<PAGE>

4.      The Registered Holder is entitled to subscribe for the Warrant Shares at
a price per Warrant Share equal to the Warrant Price; provided that, in lieu of
exercising this Warrant in cash for the Warrant Price, the Registered Holder may
elect, by written notice to the Company ("ELECTION") to receive a number of
Warrant Shares, determined in accordance with the formula set forth below, at a
price of L0.01 (one United Kingdom pence) per Warrant Share, by surrender of
this Warrant at the then registered office of the Company together with written
notice of such Election on the purchase/exercise notice attached hereto duly
executed by the Registered Holder, in which event the Company shall issue to the
Registered Holder a number of Warrant Shares computed using the following
formula:

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

Where  X = The number of Warrant Shares to be issued to the Registered Holder
             upon an Election.

       Y = The number of Warrant Shares in respect of which this Warrant is
             being exercised as adjusted to the date of the Election.

       A = The FMV of one Warrant Share on the date (California Time) that the
             relevant Notice of Exercise is received by the Company.

       B = The Warrant Price (as adjusted to the date of the Election) in
             accordance with Condition 10 hereof.

5.      If the Warrant remains unexercised at the Expiration Time with respect
to any portion of the Shares, then the Company's obligation with respect to such
unexercised Shares shall immediately terminate.

6.      In order to exercise this Warrant the Notice of Exercise attached hereto
as Attachment "A" must be completed and signed by the Registered Holder and
marked for the attention of the General Counsel and lodged at the then
registered office of the Company with a copy at the Company's principal place of
business from time to time in the United States of America together with a
payment to the Company equal to the Warrant Price multiplied by the number of
Ordinary Shares in respect of which this Warrant is exercised (or in the case of
an Election, together with a payment to the Company of L0.01 per Ordinary Share
to be issued).

7.       Mechanics of Exercise.

        (a)     Certificates for Shares issued pursuant to this Warrant will be
                sent to the Registered Holder (at the risk of the Registered
                Holder) by a recognised courier service to an address in the UK
                specified by the Registered Holder in the Notice of Exercise as
                soon as is reasonably practicable (but in any event within 5 UK
                Business Days) following the delivery to the Company of the
                Notice of Exercise Form, surrender of this Warrant and payment
                pursuant to Condition 6 above ("WARRANT SHARE DELIVERY DATE").

        (b)     If this Warrant is exercised before 14 August 2007 in respect of
                part only of the Ordinary Shares subject hereto, a warrant
                certificate in respect of the balance will be issued by the
                Company to the Registered Holder.



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8.      Warrant Shares in respect of which this Warrant is exercised together
with an appropriate share certificate will be issued only to the Registered
Holder or its permitted assigns.

9.      Ordinary Shares issued pursuant to the exercise of this Warrant will
rank pari passu in all respects from the date of issue with the remaining
Ordinary Shares of the Company then in issue except for cash dividends declared,
made or paid on or after the date of issue in respect of a financial year (as
defined in Section 742 of the Companies Act 1985) of the Company ending on or
before the date of issue.

10.     (a)     Certain Adjustments. In the event that the Company shall (A)
                split or subdivide its issued Shares into a greater number of
                shares, or (B) combine, consolidate, or reduce its issued Shares
                into a smaller number of shares (in either case, an "Alteration
                of Share Capital"), then in each such case the Exercise Price in
                effect immediately prior thereto and the number of Shares which
                are issuable pursuant to this Warrant shall be adjusted so that
                the Registered Holder shall upon any exercise of this Warrant be
                entitled to receive the number of Shares that such Registered
                Holder would have been entitled to receive after the occurrence
                of any of the events described above had such Warrant been
                exercised immediately prior to the occurrence of such event. An
                adjustment made pursuant to this Section 10(a) shall become
                effective immediately after the effective time of the relevant
                Alteration of Share Capital. In the case of any dispute as to
                the manner of such adjustment the matter shall be resolved
                pursuant to Condition 14.

        (b)     Fundamental Transaction. If, at any time while this Warrant
                remains exercisable in whole or in part, (A) the Company effects
                any merger, combination, scheme of arrangement, consolidation,
                or amalgamation of the Company with or into another Person or
                any other reconstruction or demerger, (B) any tender offer or
                exchange offer or other offer is completed pursuant to which
                holders of Ordinary Shares or Depositary Shares are offered to
                tender or exchange or transfer their Shares or Depositary Shares
                for other securities, cash or property, or (C) the Company
                effects any reclassification of the Ordinary Shares or any
                compulsory share exchange pursuant to which the Ordinary Shares
                are effectively converted into or exchanged for other
                securities, cash or property (in any such case, a "FUNDAMENTAL
                TRANSACTION"), then, upon any subsequent or outstanding exercise
                of this Warrant, the Registered Holder shall have the right to
                receive, for each Warrant Share that would have been issuable
                upon such exercise absent such Fundamental Transaction, the
                number and class of shares of capital stock of the successor or
                acquiring corporation or corporations (or of the Company if it
                is the surviving corporation), receivable upon or as a result of
                such Fundamental Transaction by a holder of an Ordinary Share.
                In the case of any dispute as to the manner of such adjustment
                the matter shall be resolved pursuant to Condition 14.

        (c)     Calculations. No fraction of an Ordinary Share will be issued on
                any exercise of this Warrant. The number of Ordinary Shares
                regarded as issued at any given time shall not include treasury
                shares or other Ordinary Shares owned or held by or for the
                account of the Company. For purposes of this Condition 10,



                                       6
<PAGE>

                the number of Ordinary Shares deemed to be issued as of a given
                date shall be the sum of the number of Ordinary Shares
                (excluding treasury shares, if any) in issue.

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

        (e)     Notice to Registered Holders.

                (i) Adjustment to Warrant. Whenever the Warrant Price or the
                number of Shares available for issue pursuant to this Warrant is
                adjusted pursuant to this Condition 10, the Company shall
                promptly mail to the Registered Holder a notice setting forth
                the Warrant Price and/or new number of Shares after such
                adjustment and setting forth a brief statement of the facts
                requiring such adjustment.

                (ii) The Registered Holder shall not have, solely on account of
                such status, any rights of a shareholder in the Company, either
                at law or in equity, or to any notice of meetings of
                shareholders or of any other proceedings of the Company.

11.     The Company will keep available for issue sufficient unissued Ordinary
Shares to satisfy in full this Warrant on the exercise hereof. 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 share
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the issue of Warrant Shares pursuant to this Warrant.

12.     This Certificate and the rights conferred by this Warrant will not be
transferable or assignable save to an Affiliate of ECA ("Assignee") and on any
attempted or purported assignment or transfer other than to an Affiliate of ECA
this Warrant shall cease to have any value or effect. Upon an Assignee ceasing
to be an Affiliate of ECA this Warrant shall cease to have any value or effect.

13.     Following any issue of Warrant Shares to the Registered Holder, upon the
written request of the Registered Holder, the Company will use all reasonable
endeavours (subject to applicable law, of at least the same level as the Company
ordinarily provides to any of its employees and directors) to assist the
Registered Holder in arranging (a) for the registered holder to receive (if it
so requests) Depositary Shares (if at that time Depositary Shares are in issue)
and (b) for such Warrant Shares or Depositary Shares to be traded on the Trading
Market (if any) on which Ordinary Shares or Depositary Shares (as the case may
be) are generally traded. The Company will advise the Registered Holder in
writing of any costs and expenses (including but not limited to legal,
investment banking and depositary costs and expenses) expected to be incurred by
the Company in providing such assistance ("CONDITION 13 COSTS") before incurring
such costs and, unless the Registered Holder declines the assistance of the
Company after being provided with the Company's estimate of Condition 13 Costs
(in which case the Company will be relieved of its obligations under this
Condition 13), all such Condition 13 Costs will be borne by the Registered
Holder and all taxes (including but not limited to Stamp Duty and/or Stamp Duty
Reserve Tax) will be borne by the



                                       7
<PAGE>

Registered Holder. Notwithstanding anything to the contrary set forth herein,
other than the limited rights expressly set forth in Condition 15 hereof, the
Registered Holder shall not be entitled to registration rights, of any kind,
relating to Warrant Shares or any other securities of the Company (including,
without limitation, Depositary Shares).

14.     If any question shall arise in regard to the FMV of an Ordinary Share or
Warrant Share, and/or the nature or extent of any adjustment to be made to the
Warrant Price and/or the number of Warrant Shares subject to this Warrant
pursuant to any of the provisions of these terms the same shall be referred for
determination either by some person, firm or company nominated jointly for such
purpose by the Company and the Registered Holder or, failing agreement on such
joint nomination, by one of the four largest firms of Chartered Accountants in
England (excluding the Company's Chartered Accountants) to be nominated on
request of the Company or the Registered Holder by the President from time to
time of the Institute of Chartered Accountants in England and Wales and so that
any person, firm or company so nominated shall be deemed to be acting as an
expert or experts and not as an arbitrator or arbitrators and his or their
decisions shall be binding on all concerned. The cost of such expert or experts
shall be borne by the Registered Holder.

15.     If (a) at any time the only Trading Market for the Warrant Shares and
Depositary Shares (referred to as "REGISTRABLE SECURITIES") is located within
the United States of America, (b) for any reason all of the Registrable
Securities may not be publicly offered for sale by a holder thereof in a
transaction on a Trading Market without registration under Section 5 of the
United States of America's Securities Act of 1933, as amended (the "SECURITIES
ACT"), (c) the Registered Holder is unable to sell the Registrable Securities to
the public without registration pursuant to Rule 144 promulgated under the
Securities Act or any other similar rule or regulation of the United States
Securities and Exchange Commission (the "SEC"), and (d) the Company determines
to file a registration statement with the SEC covering its ordinary shares,
global depositary receipts or American depositary receipts held by others to
allow such securities to be resold on a Trading Market (excluding the initial
underwritten public offering by the Company, which may include certain selling
securityholders which do not represent all or substantially all of the
securityholders of the Company or all or a substantial portion of the Company's
outstanding global depositary receipts, of American depositary receipts,
ordinary shares and/or global depositary receipts on the Nasdaq SmallCap Market,
Nasdaq National Market, AMEX or NYSE pursuant to a registration statement filed
with the SEC and only if all of the securities registered further to such
registration statement are to be purchased by the underwriters further to such
underwritten public offering) then, at the written request of such Registered
Holder, the Company shall register all Warrant Shares pursuant to such
registration statement that the Company is also filing for others. In addition,
if the Company is eligible to file a resale Registration Statement on Form S-3
under the rules and regulations of the SEC and the conditions of subsections
(a)-(c) of this Condition 15 are met, and if the Warrant Shares are not already
registered under subsection (d) of this Condition 15, the Holder shall have the
right to request, on a one-time basis only, that the Company file a Form S-3
Registration Statement with the SEC registering the Warrant Shares provided that
all costs in connection with such S-3 Registration Statement, up to a maximum of
$15,000, shall be borne by the Holder. Any registration statement filed further
to this Condition 15 shall be known as the "Registration Statement".



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<PAGE>


16.     (a)     A notice under this Warrant shall only be effective if it is in
                writing.

        (b)     Notices under this Warrant shall be sent to a party at its
                address or number and for the attention of the individual set
                out below:

         Party and title of individual

<TABLE>
<CAPTION>
                                              Address                             Facsimile no.
                                              -------                             -------------
<S>                                           <C>                                 <C>
         Europlay Capital Advisors, LLC       15821 Ventura Blvd.                 818-474-8605
         Attn: Murray Markiles                Suite 525
                                              Encino, California 91436

         [                            ]       [                      ]           [            ]
</TABLE>

                Provided that a party may change its notice details on giving
                notice to the other party of the change in accordance with this
                Condition.

        (c)     Any notice given under this Warrant shall be effective (i) if
                given by facsimile, when such facsimile is transmitted to the
                facsimile number specified herein and the intended recipient
                confirms the receipt of such facsimile, or (ii) if given by any
                other means, when received at the address specified herein.

17.     The Company undertakes that upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant Certificate, the Company will make and deliver to the Registered
Holder (at the cost of the Registered Holder) a replacement form of Warrant
Certificate, in lieu of the original Certificate, subject to the Company
receiving a form of indemnity reasonably satisfactory to it duly executed by the
Registered Holder.

18.     This Warrant and the documents referred to in it constitute the entire
agreement between the parties relating to their subject matter, and supersede
all previous agreements between the parties relating to that subject matter.

19.     Each party confirms that, in agreeing to enter into or accept this
Warrant, that party has not relied on any representation, warranty or other
assurance except those set out in this Warrant. To the extent any previous
representation, warranty or assurance was made to a party that party waives all
rights and remedies in respect of it. However, nothing in this clause shall
limit or exclude liability for fraud.

20.     Any variation or waiver of any of the terms of this Warrant shall not be
binding unless set out in writing, expressed to amend this Warrant and signed by
or on behalf of each of the parties.

21.     A failure or delay in enforcing compliance with any term of this Warrant
shall not be a waiver of that or any other term of this Warrant.

22.     If any provision of this Warrant, or any part of a provision of this
Warrant, is found to be illegal, invalid or unenforceable the remaining
provisions, or the remainder of the provision concerned, shall continue in
effect.



                                       9
<PAGE>

23.     Neither party shall at any time make any announcement of this
transaction or disclose any term of this Warrant, or of any document referred to
in this Warrant, without the prior written approval of the other party except to
the extent that such information is already in the public domain. The parties
shall each use their best endeavours to keep the terms of this transaction which
are not already in the public domain from time to time strictly confidential.
Despite the above, a party shall be entitled to make any announcement or
disclosure which is imposed on that party by law or by the rules of any
regulatory body to which that party is subject but the parties shall, as far as
practicable, consult with one another on the form of such announcement or
disclosure.

24.     This Certificate and the rights conferred by this Warrant shall be
governed by English law and subject to the exclusive jurisdiction of the English
courts.

25.     No Person other than the Company or the Registered Holder from time to
time has any rights under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of this Warrant but this does not affect any right or remedy of
a third party which exists or is available apart from that Act.

25.     For the purpose of converting amounts specified in one currency into
another currency where required, the rate of exchange to be used in converting
amounts specified in one currency into another currency shall be the closing
mid-point rate for exchanges between those currencies quoted in the Financial
Times (London edition) for the nearest UK Business Day for which that rate is so
quoted on or prior to the date of the conversion.



                                       10
<PAGE>
                                 Attachment "A"


                               NOTICE OF EXERCISE

To: MATCHNET, PLC.


The undersigned Registered Holder hereby subscribes for ________ Warrant Shares
of the Company pursuant to the terms of the attached Warrant[, and makes an
Election to receive such number of Warrant Shares calculated in accordance with
Condition 4 of the Terms and Conditions attached to the Warrant Certificate] and
tenders herewith payment of the Warrant Price in full [(or in the case of an
Election, the sum of L0.01 for each Share to be issued)] together with all
applicable transfer taxes, if any.

Please issue a certificate representing said Warrant Shares in the name of the
undersigned Registered Holder:

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


The certificate for the Warrant Shares shall be delivered to the following
address in the UK:


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

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

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

[SIGNATURE OF HOLDER]

Name of Investing Entity:

--------------------------------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:

--------------------------------------------------------------------------------
Name of Authorized Signatory:

--------------------------------------------------------------------------------
Title of Authorized Signatory:

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

Date:
--------------------------------------------------------------------------------



                                       11
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                                  ATTACHMENT B



1.1     Obligations of the Company. Whenever required to effect the registration
        of any Registrable Securities under Condition 15 of the Warrant, the
        Company shall:

        (a)     Registration Statement. Prepare and file with the SEC the
                Registration Statement on Form S-1 or S-3 which shall cover such
                Registrable Securities.

        (b)     Amendments. Prepare and file with the SEC such amendments to
                such Registration Statement and the prospectus used in
                connection with such Registration Statement as may be necessary
                to cause the Registration Statement to be declared effective by
                the SEC.

        (c)     Prospectuses. Furnish to the Registered Holder (as defined in
                the Warrant) such number of copies of a prospectus, including a
                preliminary prospectus, in conformity with the requirements of
                the Securities Act, and such other documents as it may
                reasonably request in order to facilitate the disposition of the
                Registrable Securities owned by it that are included in such
                Registration Statement.

        (d)     Blue Sky. Use its commercially reasonable efforts to register
                and qualify the securities covered by such Registration
                Statement under such other securities or Blue Sky laws of such
                states as shall be reasonably requested by the Registered
                Holder, provided that the Company shall not be required in
                connection therewith or as a condition thereto to qualify to do
                business or to file a general consent to service of process in
                any such states or jurisdictions.

        (e)     Underwriting. In the event of any underwritten public offering,
                enter into and perform its obligations under an underwriting
                agreement in usual and customary form, with the managing
                underwriter(s) of such offering. The Registered Holder
                participating in such underwriting shall also enter into and
                perform customary obligations of a selling security holder under
                such an agreement.

        (f)     Notification. Notify the Registered Holder covered by such
                Registration Statement at any time when a prospectus relating
                thereto is required to be delivered under the Securities Act of
                the happening of any event as a result of which the prospectus
                included in such Registration Statement, as then in effect,
                includes an untrue statement of a material fact or omits to
                state a material fact required to be stated therein or necessary
                to make the statements therein not misleading in the light of
                the circumstances then existing.


                                       12
<PAGE>

1.2     Furnish Information. It shall be a condition precedent to the
        obligations of the Company to take any action pursuant to Condition 15
        of the Warrant that the Registered Holder shall furnish to the Company
        such information regarding itself, the Registrable Securities held by
        it, and the intended method of disposition of such securities as shall
        be required to timely effect the registration of its Registrable
        Securities.

1.3     Indemnification. In connection with any registration pursuant to
        Condition 15 of the Warrant Agreement:

        (a)     By the Company. To the extent permitted by law; the Company will
                indemnify and hold harmless the Registered Holder, the partners,
                officers and directors of the Registered Holder, any underwriter
                (as determined in the Securities Act) for such Registered Holder
                and each person, if any, who controls such Registered Holder or
                underwriter within the meaning of the Securities Act or the
                Securities Exchange Act of 1934, as amended, (the "1934 ACT"),
                against any losses, claims, damages, or Liabilities (joint or
                several) to which they may become subject under the Securities
                Act, the 1934 Act or other federal or state law, insofar as such
                losses, claims, damages, or liabilities (or actions in respect
                thereof) arise out of or are based upon any of the following
                statements, omissions or violations (collectively a
                "VIOLATION"):

                (i)     any untrue statement or alleged untrue statement of a
                        material fact contained in such Registration Statement,
                        including any preliminary prospectus or final prospectus
                        contained therein or any amendments or supplements
                        thereto;

                (ii)    the omission or alleged omission to state therein a
                        material fact required to be stated therein, or
                        necessary to make the statements therein not misleading,
                        or

                (iii)   any violation or alleged violation by the Company of the
                        Securities Act, the 1934 Act, any federal or state
                        securities law or any rule or regulation promulgated
                        under the Securities Act, the 1934 Act or any federal or
                        state securities law in connection with the offering
                        covered by such Registration Statement;

                and the Company will reimburse such Registered Holder, partner,
                officer or director, underwriter or controlling person for any
                legal or other expenses reasonably incurred by them, as
                incurred, in connection with investigating or defending any such
                loss, claim, damage, liability or action; provided, however,
                that the indemnity agreement contained in this subsection 1.3(a)
                shall not apply to amounts paid in settlement of any such loss,
                claim, damage, liability or action if such settlement is
                effected without the consent of the Company (which consent shall
                not be unreasonably withheld), nor shall the Company be liable
                in any such case for any such loss, claim, damage, liability or
                action to the extent that it arises out of or is based upon a
                Violation which occurs in reliance upon and in conformity with
                written information furnished



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                expressly for use in connection with such registration by such
                Registered Holder, partner, officer, director, underwriter or
                controlling person of such Registered Holder.

        (b)     By Registered Holder. It shall be a condition precedent to the
                obligations of the Company to take any action pursuant to
                Condition 15 of the Warrant for the Registered Holder that, to
                the extent permitted by law, such Registered Holder agrees in
                writing to indemnify and hold harmless the Company, each of its
                directors, each of its officers who have signed the Registration
                Statement, each person, if any, who controls the Company within
                the meaning of the Securities Act, any underwriter and any other
                person selling securities under such Registration Statement or
                any of such other person's partners, directors or officers or
                any person who controls such person within the meaning of the
                Securities Act or the 1934 Act, against any losses, claims,
                damages or liabilities (joint or several) to which the Company
                or any such director, officer, controlling person, underwriter
                or other such person, partner or director, officer or
                controlling person of such other person may become subject under
                the Securities Act, the 1934 Act or other federal or state law,
                insofar as such losses, claims, damages or liabilities (or
                actions in respect thereto) arise out of or are based upon any
                Violation, in each case to the extent (and only to the extent)
                that such Violation occurs in reliance upon and in conformity
                with written information furnished by the Registered Holder
                expressly for use in connection with such registration; and the
                Registered Holder will reimburse any legal or other expenses
                reasonably incurred by the Company or any such director,
                officer, controlling person, underwriter or other selling
                person, partner, officer, director or controlling person of such
                other person in connection with investigating or defending any
                such loss, claim, damage, liability or action: provided,
                however, that the indemnity agreement contained in this Section
                1.3(b) shall not apply to amounts paid in settlement of any such
                loss, claim, damage, liability or action if such settlement is
                effected without the consent of the Registered Holder, which
                consent shall not be unreasonably withheld; and provided,
                further, that the total amounts payable in indemnity by the
                Registered Holder under this Section 1.3(b) in respect of any
                Violation shall not exceed the net proceeds received by the
                Registered Holder in the registered offering out of which such
                Violation arises.

        (c)     Notice. Promptly after receipt by an indemnified party under
                this Section 1.3 of notice of the commencement of any action
                (including any governmental action), such indemnified party
                will, if a claim in respect thereof is to be made against any
                indemnifying party under this Section 1.3, 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 the defense thereof with counsel mutually satisfactory to
                the parties; provided, however, that an indemnified party shall
                have the right to



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<PAGE>

                retain its own counsel, with the fees and expenses to be paid by
                the indemnifying party, if representation of such indemnified
                party by the counsel retained by the indemnifying party would be
                inappropriate due to actual or potential conflict of interests
                between such indemnified party and any other party represented
                by such counsel in such proceeding. The failure to deliver
                written notice to the indemnifying party within a reasonable
                time of the commencement of any such action shall relieve such
                indemnifying party of liability to the indemnified party under
                this Section 1.3 to the extent the indemnifying party is
                prejudiced as a result thereof, but the omission so to deliver
                written notice to the indemnified party will not relieve it of
                any liability that it may have to any indemnified party
                otherwise than under this Section 1.3.

        (d)     Defect Eliminated in Final Prospectus. The foregoing indemnity
                agreements of the Company and Registered Holder are subject to
                the condition that, insofar as they relate to any Violation made
                in a preliminary prospectus but eliminated or remedied in the
                amended prospectus on file with the SEC at the time the
                Registration Statement in question becomes effective or the
                amended prospectus filed with the SEC pursuant to SEC Rule
                424(b) (the "Final Prospectus"), such indemnity agreement shall
                not inure to the benefit of any person if a copy of the Final
                Prospectus was timely furnished to the indemnified party and was
                not furnished to the person asserting the loss, liability, claim
                or damage at or prior to the time such action is required by the
                Securities Act.

        (e)     Contribution. In order to provide for just and equitable
                contribution to joint liability under the Securities Act in any
                case in which either (i) any person exercising rights under this
                Agreement, or any controlling person of any such person, makes a
                claim for indemnification pursuant to this Section 1.3 but it is
                judicially determined (by the entry of a final judgment or
                decree by a court of competent jurisdiction and the expiration
                of time to appeal or the denial of the last right of appeal)
                that such indemnification may not be enforced in such case
                notwithstanding the fact that this Section 1.3 provides for
                indemnification in such case, or (ii) contribution under the
                Securities Act may be required on the part of any such person or
                any such controlling person in circumstances for which
                indemnification is provided under this Section 1.3; then, and in
                each such case, the Company and the Registered Holder will
                contribute to the aggregate losses, claims, damages or
                liabilities to which they may be subject (after contribution
                from others) in such proportion so that the Registered Holder is
                responsible for the portion represented by the percentage that
                the public offering price of its Registrable Securities offered
                by and sold under the Registration Statement bears to the public
                offering price of all securities offered by and sold under such
                Registration Statement, and the Company and other selling
                persons are responsible for the remaining portion; provided,
                however, that, in any such case: (A) the Registered Holder will
                not be required to contribute any amount in excess of the public
                offering price of all such



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<PAGE>

                Registrable Securities offered and sold by such Registered
                Holder pursuant to such Registration Statement; and (B) no
                person or entity guilty of fraudulent misrepresentation (within
                the meaning of Section 11(f) of the Securities Act) will be
                entitled to contribution from any person or entity who was not
                guilty of such fraudulent misrepresentation.

        (f)     Survival. The obligations of the Company and Registered Holder
                under this Section 1.3 shall survive until the fifth anniversary
                of the completion of any offering of Registrable Securities in a
                Registration Statement, regardless of the expiration of any
                statutes of limitation or extensions of such statutes.




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