EXHIBIT 4.4

NEITHER THIS  WARRANT,  NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE
HEREOF,  HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT"), OR ANY APPLICABLE  STATE SECURITIES LAW. SUCH SECURITIES MAY
NOT BE SOLD OR OTHERWISE  TRANSFERRED UNLESS (I) A REGISTRATION  STATEMENT UNDER
THE SECURITIES ACT AND SUCH APPLICABLE  STATE  SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE  WITH  REGARD  THERETO OR (II) IN THE  OPINION  OF COUNSEL  REASONABLY
ACCEPTABLE  TO THE  COMPANY,  REGISTRATION  UNDER  THE  SECURITIES  ACT AND SUCH
APPLICABLE  STATE  SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.

                    REDEEMABLE COMMON STOCK PURCHASE WARRANT
                           FOR THE PURCHASE OF SHARES
                                       OF
                 COMMON STOCK OF STYLING TECHNOLOGY CORPORATION
                          (PAR VALUE $.0001 PER SHARE)
             (INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)

                    VOID AFTER 5:00 P.M. EST ON JULY 3, 2002
                     Date of Original Issuance: JULY 3, 1997

        This is to certify that,  for value  received,  Bank Boston N.A., or its
assigns (the "Warrantholder"),  is entitled, subject to the terms and conditions
hereinafter  set forth,  at any time after the date hereof and on or before 5:00
P.M.,  Eastern  Standard Time, on July 3, 2002, but not thereafter,  to purchase
10,000 shares of common stock,  par value $.0001 per share (the "Common Stock"),
of STYLING  TECHNOLOGY  CORPORATION  (the  "Company")  for the Warrant Price (as
defined below),  and to receive a certificate or certificates  for the shares of
Common Stock so purchased.

        1. TERMS AND EXERCISE OF WARRANTS.

               (a) EXERCISE  PERIOD.  Subject to the terms of this Warrant,  the
Warrantholder shall have the right, at any time during the period (the "Exercise
Period") commencing on the date hereof and ending at 5:00 P.M., Eastern Standard
Time,  on July 3, 2002  (the  "Termination  Date"),  or if such date is a day on
which banking  institutions  are  authorized  by law to close,  then on the next
succeeding day which shall not be such a day, to purchase from the Company up to
the  number of fully paid and  nonassessable  shares of Common  Stock  which the
Warrantholder  may at the time be entitled to purchase pursuant to this Warrant;
provided,  however, the Company may redeem this Warrant prior to the Termination
Date in  accordance  with SECTION 2 hereof.  Shares of Common Stock  purchasable
pursuant  to this  Warrant  and any other  securities  that the  Company  may be
required by the  operation  of SECTION 4 to issue upon the  exercise  hereof are
referred to hereinafter as the "Warrant Shares."

               (b)  METHOD OF  EXERCISE.  This  Warrant  shall be  exercised  by
surrender  of this  Warrant to the  Company  at its  principal  office,  Styling
Technology  Corporation,  2390 East Camelback Road, Suite 435, Phoenix,  Arizona
85016,  Attn: Chief Financial  Officer,  or at such other address as the Company
may  designate by notice in writing to the  Warrantholder  at the address of the
Warrantholder appearing on the books of the Company or such other address as the
Warrantholder may designate in writing, together with the Exercise Form included

                                       1
<PAGE>

as EXHIBIT "A"  hereto,  duly  completed  and  signed,  and upon  payment to the
Company of the Warrant  Price (as defined in SECTION 3) multiplied by the number
of Warrant  Shares being  purchased upon such exercise (the  "AGGREGATE  WARRANT
PRICE"),  together with all taxes applicable upon such exercise.  Payment of the
Aggregate Warrant Price shall be made in cash or by certified check or cashier's
check, payable to the order of the Company. If, at the time of exercise thereof,
the Common  Stock is listed on a national  securities  exchange  or quoted on an
interdealer quotation system of a national securities  association,  any portion
of the  Warrant  Price may be paid by  surrender  to the  Company of one or more
shares of Common  Stock,  which shall be valued for  purposes of exercise at the
Daily Market Price as set forth in Section 2(e) hereof.

               (c) PARTIAL EXERCISE.  This Warrant shall be exercisable,  at the
election  of the  Warrantholder,  either  in full or from  time to time in part,
during the Exercise Period.

               (d) SHARE ISSUANCE UPON EXERCISE. Upon the exercise and surrender
of this Warrant certificate and payment of such Warrant Price, the Company shall
issue  and  cause  to  be  delivered  with  all   reasonable   dispatch  to  the
Warrantholder,  in such  name or names as the  Warrantholder  may  designate  in
writing,  a certificate or certificates for the number of full Warrant Shares so
purchased  upon the exercise of the Warrant,  together with cash, as provided in
SECTION 7 hereof,  with  respect  to any  fractional  Warrant  Shares  otherwise
issuable upon such  surrender  and, if  applicable,  the Company shall issue and
deliver a new  Warrant  to the  Warrantholder  for the  number of shares  not so
exercised.  Such certificate or certificates shall be deemed to have been issued
and any person so  designated to be named therein shall be deemed to have become
a holder of such  Warrant  Shares as of the close of business on the date of the
surrender of the Warrant and payment of the Warrant Price,  notwithstanding that
the certificates  representing  such Warrant Shares shall not actually have been
delivered or that the stock transfer books of the Company shall then be closed.

        2. REDEMPTION.

               (a) This Warrant may be  redeemed,  at the option of the Company,
at a price of $0.01 per share of Common Stock  purchasable  upon exercise of the
Warrant  upon 30 days notice after the closing bid price of the Common Stock has
equalled or exceeded two hundred percent (200%) of the Warrant Price (as defined
in SECTION 3 below),  and prior to expiration  of the Warrant.  The Daily Market
Price of the Common Stock shall be  determined  by the Company in the manner set
forth in SECTION  2(E) as of the end of each  trading  day (or, if no trading in
the  Common  Stock  occurred  on  such  day,  as of the  end of the  immediately
preceding trading day in which trading  occurred).  The Warrant must be redeemed
and any right to exercise  the Warrant  shall  terminate  at 5:00 p.m.  (Eastern
Standard  Time) on the business  day  immediately  preceding  the date fixed for
redemption.  A  trading  day shall  mean a day in which  trading  of  securities
occurred on the New York Stock Exchange.

               (b) If the Company  exercises its right to redeem,  it shall give
notice  to the  Warrantholder  pursuant  to  SECTION  2(A),  by  mailing  to the
Warrantholder  a notice of  redemption,  first class,  postage  prepaid,  at the
Warrantholder's  address as it shall appear on the records of the  Company.  Any
notice mailed in the manner provided  herein shall be  conclusively  presumed to
have been duly given  whether or not the  Warrantholder  actually  receives such
notice.

               (c) The notice of redemption shall specify the redemption  price,
the date fixed for redemption  (which shall be the 30th day after such notice is
mailed),  the place where the Warrant  certificate  shall be  delivered  and the
redemption price shall be paid, and that the right to exercise the Warrant shall

                                       2
<PAGE>

terminate at 5:00 P.M.  (Eastern  Standard Time) on the business day immediately
preceding the date fixed for redemption.

               (d) Appropriate  adjustment shall be made to the redemption price
and to the minimum Daily Market Price  prerequisite  to redemption  set forth in
SECTION  2(A)  hereof,  in each case on the same basis as  provided in SECTION 4
hereof with respect to adjustment of the Warrant Price.

               (e) For purposes of this Agreement, the term "Daily Market Price"
shall mean (i) if the Common Stock is traded in the  over-the-counter  market or
the Nasdaq  SmallCap  Market and not quoted on the Nasdaq National Market nor on
any national securities exchange,  the closing bid price per share of the Common
Stock on the trading  day in  question,  as reported by Nasdaq or an  equivalent
generally accepted  reporting service,  or (ii) if the Common Stock is quoted on
the Nasdaq  National  Market or listed on a national  securities  exchange,  the
daily per share closing price per share of the Common Stock quoted on the Nasdaq
National  Market or on the principal stock exchange on which it is listed on the
trading day in  question,  as the case may be. For purposes of clause (i) above,
if trading in the Common Stock is not reported by Nasdaq, the bid price referred
to in said clause shall be the lowest bid price as reported in the "pink sheets"
published by National Quotation Bureau, Incorporated. The closing price referred
to in clause  (ii) above  shall be the last  reported  sale price or, in case no
such reported sale takes place on such day, the average of the reported  closing
bid and asked  prices,  in either case on the Nasdaq  National  Market or on the
national securities exchange on which the Common Stock is then listed.

        3. WARRANT  PRICE.  The price per share at which Warrant Shares shall be
purchasable  on the  exercise  of this  Warrant  shall be  $11.375,  subject  to
adjustment  pursuant  to  SECTION  4 hereof  (originally  and as  adjusted,  the
"Warrant Price").

        4. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES.

        The Company  agrees to reserve and shall keep  reserved for issuance the
number of shares of Common Stock  issuable upon  exercise of this  Warrant.  The
number and kind of securities  purchasable upon the exercise of this Warrant and
the  Warrant  Price  shall be subject to  adjustment  from time to time upon the
happening of certain events, as follows:

               (a) In  case  the  Company  shall  (1) pay a  dividend  or make a
distribution in shares of its Common Stock, (2) subdivide its outstanding Common
Stock into a greater number of shares,  (3) combine its outstanding Common Stock
into a smaller number of shares, or (4) issue by  reclassification of its Common
Stock any shares of capital  stock of the  Company  (other  than a change in par
value,  or from par value to no par value,  or from no par value to par  value),
the Warrant  Price and the number of shares of Common Stock or other  securities
issuable upon exercise of this Warrant in effect immediately prior thereto shall
be adjusted so that the  Warrantholder,  by  operation  of Section  3(d) hereof,
shall be entitled  to receive the number of shares  which it would have owned or
have been entitled to receive immediately  following the happening of any of the
events described above, had this Warrant been exercised immediately prior to the
record or effective date thereof.

               An adjustment made pursuant to SECTIONS  4(a)(1)-(4)  above shall
become effective  immediately after the record date in the case of a dividend or
distribution (PROVIDED, HOWEVER, that such adjustments shall be reversed if such
dividends or  distributions  are not actually  paid) and shall become  effective
immediately  after the effective date in the case of a subdivision,  combination

                                       3
<PAGE>

or  reclassification.  If, as a result of an  adjustment  made  pursuant to this
paragraph,  the Warrantholder  shall become entitled to receive shares of two or
more  classes of capital  stock of the Company,  the Board of  Directors  (whose
determination  shall be conclusive and shall be evidenced by a resolution) shall
determine  the  allocation  of the adjusted  Warrant  Price between or among the
shares of such classes of capital stock.

               (b) In case of any  reclassification  of the  outstanding  Common
Stock (other than a change in par value,  or from par value to no par value,  or
from no par value to par value, or as a result of a subdivision,  combination or
stock dividend),  or in case of any consolidation of the Company with, or merger
of the  Company  into,  another  corporation  wherein  the  Company  is not  the
surviving  entity,  or in case of any sale of all, or substantially  all, of the
property,  assets,  business and goodwill of the Company,  the Company,  or such
successor or purchasing  corporation,  as the case may be, shall  provide,  by a
written instrument delivered to the Warrantholder,  that the Warrantholder shall
thereafter be entitled, upon exercise of this Warrant, to the kind and amount of
shares of stock or other equity  securities,  or other  property or assets which
would have been  receivable by such  Warrantholder  upon such  reclassification,
consolidation,  merger or sale, if this Warrant had been  exercised  immediately
prior thereto.  Such  corporation,  which  thereafter  shall be deemed to be the
"Company" for purposes of this Warrant, shall provide in such written instrument
for adjustments to the Warrant Price which shall be as nearly  equivalent as may
be practicable to the adjustments provided for in this SECTION 4.

               (c)  No  adjustment  in  the  number  of  securities  purchasable
hereunder shall be required unless such adjustment  would require an increase or
decrease of at least five percent (5%) in the number of  securities  (calculated
to the nearest full share or unit thereof) then purchasable upon the exercise of
this Warrant;  provided,  however,  that any adjustment  which by reason of this
SECTION 4(c) is not required to be made immediately shall be carried forward and
taken into account in any subsequent adjustment.

               (d)  Whenever  the Warrant  Price is adjusted as provided in this
SECTION 4, the  number of shares of Common  Stock or other  securities  issuable
upon exercise of this Warrant shall be adjusted  simultaneously,  by multiplying
the number of shares previously  issuable by a fraction,  of which the numerator
shall be the Warrant Price in effect  immediately prior to such adjustment,  and
of which the denominator shall be the Warrant Price as so adjusted.

               (e)  For the purpose of this SECTION 4, the term  "Common  Stock"
shall mean (i) the class of stock  designated  as Common Stock of the Company at
July 3, 1997, or (ii) any other class of stock resulting from successive changes
or  reclassifications  of such Common Stock consisting  solely of changes in par
value,  or from par value to no par value, or from no par value to par value. In
the event that at any time, as a result of an  adjustment  made pursuant to this
SECTION 4, the Warrantholder shall become entitled to purchase any shares of the
Company's  capital stock other than Common Stock,  thereafter the number of such
other  shares so  purchasable  upon the exercise of this Warrant and the Warrant
Price of such  shares  shall be  subject  to  adjustment  from time to time in a
manner and on terms as nearly  equivalent as practicable to the provisions  with
respect to the shares contained in this SECTION 4.

               (f)  Whenever  the number of shares of Common  Stock and/or other
securities purchasable upon the exercise of this Warrant or the Warrant Price is
adjusted as herein  provided,  the Company shall cause to be promptly  mailed to
the  Warrantholder  by  first  class  mail,  postage  prepaid,  notice  of  such
adjustment and a certificate of the Company's  chief  financial  officer setting
forth the number of shares of Common Stock and/or other  securities  purchasable
upon the exercise of this Warrant,  the Warrant Price after such  adjustment,  a

                                       4
<PAGE>

brief statement of the facts requiring such  adjustment,  and the computation by
which such adjustment was made.

               (g) Irrespective  of any  adjustments in the Warrant Price or the
number or kind of securities  purchasable upon the exercise of this Warrant, the
Warrant  certificate  or  certificates  theretofore  or  thereafter  issued  may
continue  to express  the same price or number or kind of  securities  stated in
this Warrant initially issuable hereunder.

        5. TRANSFER OF WARRANT.

               (a) The Warrantholder may not sell, assign,  pledge,  hypothecate
or otherwise  transfer any right under this Warrant  without the written consent
of the Company,  except to any  "affiliate" of the  Warrantholder  as defined in
Rule 144(a)(1) of the Securities Act of 1933, as amended.

               (b) This  Warrant  and the  shares of  Common  Stock or any other
security  issued or issuable upon exercise of this Warrant may not be offered or
sold except in  compliance  with the  Securities  Act of 1933,  as amended.  The
Holder  represents  that it has  acquired  the  Warrant and the shares of Common
Stock on exercise thereof for its own account.

               (c) The Company may cause a legend in substantially  the form set
forth  on the  first  page  of this  Warrant  on each  Warrant  and  certificate
representing  shares of Common  Stock or any other  security  issued or issuable
upon exercise of this Warrant not theretofore  distributed to the public or sold
to underwriters for  distribution to the public,  unless counsel for the Company
is of the opinion as to any such certificate that such legend is unnecessary.

        6. REGISTRATION RIGHTS. For purposes of this SECTION 6:

               (a) DEFINITIONS.

                    (i) The terms "register",  "registered",  and "registration"
refer  to a  registration  effected  by  preparing  and  filing  a  registration
statement on Form S-1 or Form SB-2 or similar  document in  compliance  with the
Act,  and the  declaration  or ordering of  effectiveness  of such  registration
statement or document;

                    (ii) The term  "Registrable  Securities" means the shares of
Common Stock issuable upon the exercise of this Warrant; and

                    (iii) The term "Holder" means Payee.

               (b) PIGGYBACK  REGISTRATION.  If the Company proposes to register
(including  for  this  purpose  a  registration  effected  by  the  Company  for
stockholders  other than Holder) any of its shares of Common Stock under the Act
in connection with the public offering of such securities solely for cash (other
than a  registration  of  securities  to be offered to employees  pursuant to an
employee benefit plan on Form S-8, a registration in connection with an exchange
offer or any  acquisition,  or a registration on any form which does not include
substantially  the same  information  as would be  required  to be included in a
registration  statement  covering the sale of the Registrable  Securities),  the
Company shall give Holder written notice of such proposed  registration at least
thirty  (30) days prior to filing the  registration  statement  respecting  such
proposed  registration.  Upon the written  request of Holder given within twenty


                                       5
<PAGE>

(20) days after mailing of such notice by the Company in accordance with SECTION
12 hereof, the Company shall cause to be registered under the Securities Act all
of the  Registrable  Securities  that  Holder has  requested  to be  registered,
subject to SECTIONS 6(C) AND 6(E) below.

               (c) INFORMATION  CONCERNING  HOLDER.  It  shall  be a  condition
precedent of the  obligations of the Company to take any action pursuant to this
SECTION 6 that Holder shall  furnish to the Company such  information  regarding
itself,  the Registrable  Securities held by Holder,  and the intended method of
disposition of such  securities as shall be required to effect the  registration
of the Registrable Securities.

               (d) EXPENSES.  All  expenses  incurred  in  connection  with the
registration  pursuant to this SECTION 6 (other than  underwriter's  commissions
and fees or any fees of others employed by Holder,  including  attorneys' fees),
including without  limitation all registration,  filing and qualification  fees,
printer's and  accounting  fees, and fees and  disbursements  of counsel for the
Company, shall be borne by the Company.

               (e) ACCEPTANCE OF UNDERWRITING  AGREEMENT.  The Company shall not
be required under this SECTION 6 to include any of the Registrable Securities in
an underwriting of securities  being issued by the Company unless Holder accepts
the terms of the  underwriting  agreement as agreed upon between the Company and
the underwriter selected by the Company, and then only in such quantity, if any,
as will not, in the opinion of the managing  underwriter,  jeopardize  or in any
way reduce the success of the offering by the Company.

               (f) EXPIRATION OF PIGGYBACK  REGISTRATION  RIGHTS. Any obligation
of the Company to register the Registrable  Securities  pursuant to SECTION 6(B)
shall expire on the second  anniversary  of the receipt by Holder of the Warrant
Shares.

               (g) SUBORDINATION OF PIGGYBACK RIGHTS.  Notwithstanding  anything
contained herein, the Piggyback registration rights granted under this SECTION 6
to Holder are junior and subordinate to any registration  rights with respect to
any securities of the Company granted or existing prior to the date hereof.

        7.  FRACTIONAL  INTEREST.  No  fractional  shares or scrip  representing
fractional  shares shall be issuable upon the exercise of this  Warrant,  but on
exercise of this  Warrant,  the  Warrantholder  hereof may purchase only a whole
number of shares of Common  Stock.  The Company  shall make a payment in cash in
respect of any fractional shares which might otherwise be issuable upon exercise
of this Warrant,  calculated by multiplying the fractional  shares amount by the
market price of the  Company's  Common Stock on the date of exercise as reported
by the  national  securities  exchange  or quoted on the  interdealer  quotation
system on which the Company's Common Stock is traded.

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

                                       6
<PAGE>

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

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

        11. NOTICES. Any notice given pursuant to this Warrant by the Company or
by the  Warrantholder  shall be in writing and shall be deemed to have been duly
given  upon  (a)  transmitter's  confirmation  of  the  receipt  of a  facsimile
transmission, (b) confirmed delivery by a standard overnight carrier, or (c) the
expiration  of three  business  days after the day when mailed by United  States
Postal  Service by certified  or  registered  mail,  return  receipt  requested,
postage prepaid at the following addresses:

               If to the Company:

                      Styling Technology Corporation
                      2390 East Camelback Road, Suite 435
                      Phoenix, Arizona   85016
                      Attention:  Chief Financial Officer

               If to the Warrantholder:

                      To the address of the Warrantholder in the 
                      Company's books and records.

               Each party hereto may,  from time to time,  change the address to
which  notices to it are to be  transmitted,  delivered  or mailed  hereunder by
notice in accordance herewith to the other party.

        12. GENERAL PROVISIONS.

               (a) SUCCESSORS.  All  covenants  and  provisions of this Warrant
shall bind and inure to the benefit of the respective executors, administrators,
successors and assigns of the parties hereto.

               (b) CHOICE OF LAW.  This  Warrant  and the rights of the  parties
hereunder  shall be governed by and construed in accordance with the laws of the
State of Arizona, including all matters of construction,  validity, performance,
and  enforcement,  and without  giving  effect to the  principles of conflict of
laws.

               (c) ENTIRE  AGREEMENT.  Except as provided herein,  this Warrant,
including exhibits, contains the entire agreement of the parties, and supersedes
all existing  negotiations,  representations  or agreements  and all other oral,
written, or other  communications  between them concerning the subject matter of
this Warrant.

                                       7
<PAGE>

               (d) SEVERABILITY.   If  any   provision   of  this  Warrant  is
unenforceable,  invalid,  or violates  applicable  law, such provision  shall be
deemed stricken and shall not affect the  enforceability of any other provisions
of this Warrant.

               (e) CAPTIONS. The captions in this Warrant are inserted only as a
matter of  convenience  and for  reference  and  shall not be deemed to  define,
limit, enlarge, or describe the scope of this Warrant or the relationship of the
parties, and shall not affect this Warrant or the construction of any provisions
herein.

               (f) AMENDMENTS.  This Warrant may be amended only by the written
agreement of the Company and the Warrantholder.

        IN WITNESS WHEREOF,  the Company caused this Warrant to be duly executed
as of the date first above written.

                                        STYLING   TECHNOLOGY   CORPORATION,  a
                                        Delaware corporation



                                       By: /S/ Sam L. Leopold
                                          ----------------------------------
                                       Name:  Sam L. Leopold
                                       Its:   Chairman of the Board and
                                              Chief Executive Officer

                                       8
<PAGE>

                                    EXHIBIT A

                                  EXERCISE FORM

TO:     STYLING TECHNOLOGY CORPORATION

        The  undersigned  hereby  irrevocably  exercises  the right to  purchase
________  shares  of the  Common  Stock of  Styling  Technology  Corporation,  a
Delaware  corporation,  evidenced by the attached  Warrant,  and herewith  makes
payment of the  Exercise  Price  with  respect  to such  shares in full,  all in
accordance with the conditions and provisions of said Warrant.

        The  undersigned  agrees  not to offer,  sell,  transfer,  or  otherwise
dispose of any of such Common Stock and consents that the following legend,  and
any other legends required by applicable securities laws the Company deems to be
reasonable and  appropriate,  may be affixed to the  certificates for the Common
Stock hereby subscribed for, if such legend is applicable:
                                                                                
        "The securities represented by this certificate have not been 
        registered under the Securities Act of 1933, as amended (the 
        "Securities  Act"), or any state  securities  law, and may not 
        be sold,  transferred,  pledged, hypothecated  or otherwise  
        disposed of UNLESS either (i) a registration statement under 
        the Securities Act and applicable  state securities laws shall 
        have become  effective with regard  thereto,  or (ii) an exemption
        from  registration  under the  Securities  Act or any  applicable
        state securities  laws is available  in  connection  with such 
        offer,  sale or transfer."

        The undersigned  requests that  certificates  for such shares be issued,
and a warrant  representing any unexercised portion thereof be issued,  pursuant
to the Warrant in the name of the registered  Warrantholder and delivered to the
undersigned at the address set forth below:


--------------------------------------------------------------------------------
                      Signature of Registered Warrantholder


--------------------------------------------------------------------------------
                    Printed Name of Registered Warrantholder


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


----------
The attached  Warrant and the securities  issuable on exercise  thereof have not
been  registered  under the  Securities  Act of 1933, as amended,  and my not be
sold, transferred, pledged, hypothecated or otherwise disposed of in the absence
of registration or the availability of an exemption from registration under said
Act.