THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS OR THE  AVAILABILITY  OF AN
EXEMPTION FROM  REGISTRATION  UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR UNLESS,  IF THE COMPANY SO REQUESTS OF HOLDER,  THE COMPANY HAS RECEIVED
AN  OPINION  OF  COUNSEL  (WHICH  MAY  BE  COUNSEL  TO THE  COMPANY)  REASONABLY
SATISFACTORY TO THE COMPANY AS TO SUCH EXEMPTION.


                                     No. 2
                           STOCK SUBSCRIPTION WARRANT

                          To Purchase Common Stock of

                   PULSEPOINT COMMUNICATIONS (the "Company")

                  DATE OF INITIAL ISSUANCE: November 10, 1998

      THIS CERTIFIES THAT for value received,  PRIORITY CAPITAL RESOURCES or its
registered  assigns  (hereinafter  called the  "Holder") is entitled to purchase
from the Company, at any time during the Term of this Warrant, Eighteen Thousand
Four Hundred  Sixty Two (18,462)  shares of common stock,  no par value,  of the
Company (the "Common Stock"), at the Warrant Price,  payable as provided herein.
The exercise of this Warrant shall be subject to the provisions, limitations and
restrictions herein contained, and may be exercised in whole or in part.

SECTION 1.  DEFINITIONS.

      For all  purposes  of this  Warrant,  the  following  terms shall have the
meanings indicated:

      COMMON  STOCK - shall mean and include  the  Company's  authorized  Common
Stock, no par value, as constituted at the date hereof.

      EXCHANGE ACT - shall mean the Securities  Exchange Act of 1934, as amended
from time to time.

      SECURITIES ACT - the Securities Act of 1933, as amended from time to time.

      TERM OF THIS  Warrant - shall  mean the  period  beginning  on the date of
initial issuance hereof and ending on November 10, 2005.

      WARRANT PRICE - $3.25 per share,  subject to adjustment in accordance with
Section 5 hereof.

      WARRANTS  - this  Warrant  and any other  Warrant  or  Warrants  issued in
connection  with a  Commitment  Letter  dated  October 1, 1998  executed  by the
Company and Transamerica  Business Credit Corporation (the "Commitment  Letter")
to the original holder of this Warrant,  or any  transferees  from such original
holder or this Holder.

<PAGE>

      WARRANT  SHARES - shares of Common Stock  purchased or  purchasable by the
Holder of this Warrant upon the exercise hereof.

SECTION 2.  EXERCISE OF WARRANT.

      2.1. PROCEDURE FOR EXERCISE OF WARRANT.  To exercise this Warrant in whole
or in part (but not as to any  fractional  share of Common  Stock),  the  Holder
shall  deliver to the Company at its office  referred to in Section 12 hereof at
any time and from time to time during the Term of this  Warrant:  (i) the Notice
of Exercise in the form attached hereto,  (ii) cash,  certified or official bank
check  payable  to the  order  of the  Company,  wire  transfer  of funds to the
Company's account,  or evidence of any indebtedness of the Company to the Holder
(or any  combination of any of the foregoing) in the amount of the Warrant Price
for each share being  purchased,  and (iii) this  Warrant.  Notwithstanding  any
provisions  herein to the contrary,  if the Current  Market Price (as defined in
Section 5) is greater than the Warrant Price (at the date of calculation, as set
forth below), in lieu of exercising this Warrant as hereinabove  permitted,  the
Holder  may  elect to  receive  shares of  Common  Stock  equal to the value (as
determined  below) of this Warrant (or the portion  thereof  being  canceled) by
surrender of this Warrant at the office of the Company referred to in Section 12
hereof,  together with the Notice of Exercise,  in which event the Company shall
issue to the Holder that  number of shares of Common  Stock  computed  using the
following formula:

                              CS = WCS x (CMP-WP)
                                   --------------
                                     CMP

Where

CS   equals the number of shares of Common Stock to be issued to the Holder

WCS  equals the number of shares of Common Stock  purchasable  under the Warrant
     or, if only a portion of the Warrant is being exercised, the portion of the
     Warrant being exercised (at the date of such calculation)

CMP  equals the Current Market Price (at the date of such calculation)

WP   equals the Warrant Price (as adjusted to the date of such calculation)

In the event of any  exercise  of the  rights  represented  by this  Warrant,  a
certificate  or  certificates  for the  shares  of  Common  Stock so  purchased,
registered  in the  name of the  Holder  or such  other  name or names as may be
designated  by the Holder,  shall be  delivered  to the Holder  hereof  within a
reasonable time, not exceeding  fifteen (15) days, after the rights  represented
by this  Warrant  shall have been so  exercised;  and,  unless this  Warrant has
expired,  a new Warrant  representing  the number of shares  (except a remaining
fractional  share),  if any,  with respect to which this Warrant  shall not then
have been exercised  shall also be issued to the Holder hereof within such time.
The person in whose name any  certificate  for shares of Common  Stock is issued
upon  exercise of this  Warrant  shall for all purposes be deemed to have become
the  holder  of  record of such  shares  on the date on which  the  Warrant  was
surrendered and payment of the Warrant Price and any applicable  taxes was made,
irrespective  of the date of delivery of such  certificate,  except that, if the
date of such  surrender and payment is a date when the stock  transfer  books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business  on the next  succeeding  date on which the
stock transfer books are open.

                                     - 2 -
<PAGE>

      2.2.  TRANSFER  RESTRICTION  LEGEND.  Each  certificate for Warrant Shares
shall bear the following  legend (and any additional  legend required by (i) any
applicable  state  securities  laws and (ii) any securities  exchange upon which
such Warrant  Shares may, at the time of such  exercise,  be listed) on the face
thereof  unless at the time of exercise such Warrant  Shares shall be registered
under the Securities Act:

          "The shares  represented by this  certificate have not been registered
          under the Securities Act of 1933, as amended,  or any state securities
          laws,  and may not be sold or  transferred  in the absence of any such
          registration  or unless  the  Company  has  requested  of  Holder  and
          receives an opinion of counsel  (which may be counsel to the  Company)
          that such sale or transfer is pursuant to an exemption therefrom under
          said Act and any applicable  state  securities laws (which counsel and
          opinion,  if requested of Holder shall be reasonably  satisfactory  to
          counsel for the Company)."

Any  certificate  issued  at any  time  in  exchange  or  substitution  for  any
certificate bearing such legend (except a new certificate issued upon completion
of a  public  distribution  under a  registration  statement  of the  securities
represented  thereby)  shall also bear such  legend  unless,  in the  opinion of
counsel for the holder thereof  (which counsel shall be reasonably  satisfactory
to counsel for the Company) the securities  represented thereby are not, at such
time, required by law to bear such legend.

SECTION 3. COVENANTS AS TO COMMON STOCK.  The Company  covenants and agrees that
all shares of Common  Stock that may be issued  upon the  exercise of the rights
represented by this Warrant will, upon issuance,  be validly issued,  fully paid
and  nonassessable,  and free from all taxes,  liens and charges with respect to
the issue  thereof.  The Company  further  covenants and agrees that it will pay
when due and payable any and all federal and state  documentary stamp or similar
taxes which may be payable in respect of the issue of this Warrant or any Common
Stock or  certificates  therefor  issuable  upon the  exercise of this  Warrant,
provided,  however,  that the  Company  shall not be  required to pay any tax or
taxes which may be payable in respect of any transfer  from the original  Holder
hereof or any  subsequent  holder  involved  in any such  issuance.  The Company
further  covenants and agrees that the Company will at all times have authorized
and reserved,  free from  preemptive  rights,  a sufficient  number of shares of
Common  Stock to provide  for the  exercise  of the rights  represented  by this
Warrant. Holder and any direct or remote transferee from Holder by acceptance of
delivery of this Warrant hereby  represents and agrees that (i) such person will
acquire the warrant Shares for its own account for investment  purposes only and
not with a view to  distribution  within the meaning of the Securities  Act, and
(ii)  such  person  is an  accredited  investor,  as  such  term is  defined  in
Regulation D under the  Securities  Act, has the  knowledge  and  experience  in
financial  matters necessary to evaluate an investment in the Warrant Shares and
has the financial  resources  necessary to suffer the complete loss of the value
of such  investment.  If and so long  as the  Common  Stock  issuable  upon  the
exercise of this  Warrant is listed on any  national  securities  exchange,  the
Company will, if permitted by the rules of such  exchange,  list and keep listed
on such exchange,  upon official  notice of issuance,  all shares of such Common
Stock issuable upon exercise of this Warrant.

SECTION 4.  ADJUSTMENT OF NUMBER OF SHARES.  Upon each adjustment of the Warrant
Price as  provided  in Section 5, the Holder  shall  thereafter  be  entitled to
purchase,  at the Warrant Price  resulting from such  adjustment,  the number of
shares  (calculated to the nearest tenth of a share) obtained by multiplying the
Warrant Price in effect  immediately  prior to such  adjustment by the number of
shares  purchasable  pursuant  hereto  immediately  prior to such adjustment and
dividing  the  product   thereof  by  the  Warrant  Price  resulting  from  such
adjustment.

                                     - 3 -
<PAGE>

SECTION 5.  ADJUSTMENT OF WARRANT  PRICE.  The Warrant Price shall be subject to
adjustment from time to time as follows:

      (i) If, at any time during the Term of this Warrant,  the number of shares
of Common Stock  outstanding is increased by a stock dividend  payable in shares
of Common Stock or by a subdivision or split-up of shares of Common Stock, then,
following the record date fixed for the determination of holders of Common Stock
entitled to receive such stock  dividend,  subdivision or split-up,  the Warrant
Price shall be  appropriately  decreased  so that the number of shares of Common
Stock issuable upon the exercise hereof shall be increased in proportion to such
increase in outstanding shares.

      (ii) If, at any time during the Term of this Warrant, the number of shares
of Common Stock  outstanding  is decreased by a combination  of the  outstanding
shares of Common Stock,  then,  following the record date for such  combination,
the Warrant Price shall  appropriately  increase so that the number of shares of
Common Stock issuable upon the exercise  hereof shall be decreased in proportion
to such decrease in outstanding shares.

      (iii) In case,  at any time during the Term of this  Warrant,  the Company
shall declare a cash dividend upon its Common Stock payable  otherwise  than out
of earnings or earned surplus or shall distribute to holders of its Common Stock
shares of its capital stock (other than Common Stock), stock or other securities
of other  persons,  evidences  of  indebtedness  issued by the  Company or other
persons,  assets  (excluding  cash  dividends and  distributions)  or options or
rights  (excluding  options to purchase and rights to subscribe for Common Stock
or other  securities of the Company  convertible into or exchangeable for Common
Stock), then, in each such case, immediately following the record date fixed for
the  determination  of the  holders of Common  Stock  entitled  to receive  such
dividend  or  distribution,  the  Warrant  Price in effect  thereafter  shall be
determined by multiplying the Warrant Price in effect  immediately prior to such
record date by a fraction of which the numerator shall be an amount equal to the
difference  of (x) the Current  Market  Price of one share of Common Stock minus
(y) the fair  market  value  (as  determined  by the Board of  Directors  of the
Company,  whose  determination  shall be conclusive)  of the stock,  securities,
evidences of indebtedness,  assets,  options or rights so distributed in respect
of one share of Common Stock, and of which the denominator shall be such Current
Market Price.

      (iv) All  calculations  under this  Section 5 shall be made to the nearest
cent or to the nearest one-tenth (1/10) of a share, as the case may be.

     (v) For the  purpose of any  computation  pursuant  to this  Section 5, the
Current Market Price at any date of one share of Common Stock shall be deemed to
be the average of the daily closing prices for the 15 consecutive  business days
ending on the last  business day before the day in question (as adjusted for any
stock dividend,  split,  combination or reclassification that took effect during
such 15 business day period).  The closing  price for each day shall be the last
reported  sales price regular way or, in case no such reported  sales took place
on such day, the average of the last reported bid and asked prices  regular way,
in either case on the principal national securities exchange on which the Common
Stock is listed or  admitted  to  trading  or as  reported  by Nasdaq (or if the
Common  Stock is not at the time  listed or  admitted  for  trading  on any such
exchange or if prices of the Common  Stock are not  reported by Nasdaq then such
price shall be equal to the average of the last reported bid and asked prices on
such day as  reported  by The  National  Quotation  Bureau  Incorporated  or any
similar  reputable  quotation and reporting  service,  if such  quotation is not
reported by The National Quotation Bureau Incorporated); provided, however, that

                                     - 4 -
<PAGE>

if the Common Stock is not traded in such manner that the quotations referred to
in this clause (v) are available for the period required hereunder,  the Current
Market Price shall be  determined in good faith by the Board of Directors of the
Company or, if such  determination  cannot be made,  by a nationally  recognized
independent  investment  banking firm  selected by the Board of Directors of the
Company  (or if such  selection  cannot  be  made,  by a  nationally  recognized
independent  investment  banking  firm  selected  by  the  American  Arbitration
Association in accordance with its rules).

      (vi)  Whenever the Warrant  Price shall be adjusted as provided in Section
5, the Company  shall  prepare a  statement  showing  the facts  requiring  such
adjustment and the Warrant Price that shall be in effect after such  adjustment.
The Company shall cause a copy of such statement to be sent by mail, first class
postage  prepaid,  to each  Holder of this  Warrant at its,  his or her  address
appearing on the Company's records. Where appropriate, such copy may be given in
advance and may be included  as part of the notice  required to be mailed  under
the provisions of subsection (viii) of this Section 5.

      (vii) Adjustments made pursuant to clauses (i), (ii) and (iii) above shall
be made  on the  date  such  dividend,  subdivision,  split-up,  combination  or
distribution,  as the case may be, is made,  and shall  become  effective at the
opening of business on the business day next  following  the record date for the
determination of stockholders entitled to such dividend, subdivision,  split-up,
combination or distribution.

      (viii) In the event the  Company  shall  propose to take any action of the
types  described in clauses (i),  (ii),  or (iii) of this Section 5, the Company
shall  forward,  at the same time and in the same manner,  to the Holder of this
Warrant  such  notice,  if any,  which the Company  shall give to the holders of
capital stock of the Company.

      (ix) In any case in which the  provisions  of this Section 5 shall require
that an adjustment shall become effective immediately after a record date for an
event,  the Company may defer until the  occurrence of such event issuing to the
Holder of all or any part of this Warrant  which is exercised  after such record
date and before the  occurrence of such event the  additional  shares of capital
stock issuable upon such exercise by reason of the  adjustment  required by such
event over and above the shares of capital  stock  issuable  upon such  exercise
before giving effect to such adjustment exercise;  provided,  however,  that the
Company shall deliver to such Holder a due bill or other appropriate  instrument
evidencing  such  Holder's  right to receive  such  additional  shares  upon the
occurrence of the event requiring such adjustment.

SECTION 6.  OWNERSHIP.

      6.1. OWNERSHIP OF THIS WARRANT.  The Company may deem and treat the person
in whose  name this  Warrant  is  registered  as the  holder  and  owner  hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary until  presentation of this Warrant for registration of transfer
as provided in this Section 6.

     6.2.  TRANSFER AND  REPLACEMENT.  This Warrant and all rights hereunder are
transferable  in whole or in part upon the books of the  Company  by the  Holder
hereof in person or by duly authorized attorney,  and a new Warrant or Warrants,
of the same tenor as this Warrant but  registered in the name of the  transferee
or  transferees  (and in the  name  of the  Holder,  if a  partial  transfer  is
effected)  shall be made and  delivered  by the Company  upon  surrender of this
Warrant duly  endorsed,  at the office of the Company  referred to in Section 12
hereof. Prior to any proposed transfer of a Warrant or of the Warrant

                                     - 5 -
<PAGE>

Shares,  if such  transfer  is not made  pursuant to an  effective  Registration
Statement  under the Securities  Act or under Rule 144, the transferor  will, if
requested by the Company,  deliver to the  Company:  (1) a customary  investment
representation  reasonably  satisfactory  to the Company  signed by the proposed
transferee; (2) an agreement by the proposed transferee to the impression of the
restrictive  investment legend required by this agreement on the  certificate(s)
representing the Warrant or Warrant Shares;  (3) an agreement by such transferee
to be bound by the provisions of this agreement.  Upon receipt by the Company of
evidence reasonably  satisfactory to it of the loss, theft or destruction,  and,
in such case, of indemnity or security  reasonably  satisfactory to it, and upon
surrender of this Warrant if mutilated,  the Company will make and deliver a new
Warrant of like  tenor,  in lieu of this  Warrant;  provided  that if the Holder
hereof is an  instrumentality of a state or local government or an institutional
holder or a nominee for such an instrumentality  or institutional  holder with a
credit standing reasonably  satisfactory to the Company an irrevocable agreement
of indemnity by such Holder shall be sufficient for all purposes of this Section
6, and no  evidence of loss or theft or  destruction  shall be  necessary.  This
Warrant shall be promptly  cancelled by the Company upon the surrender hereof in
connection  with any  transfer or  replacement.  Holder will not  transfer  this
Warrant and the rights  hereunder  except in  compliance  with federal and state
securities laws.

SECTION  7.  MERGERS,  CONSOLIDATION,   SALES.  In  the  case  of  any  proposed
consolidation or merger of the Company with another entity, or the proposed sale
of all or  substantially  all of its assets to another person or entity,  or any
proposed reorganization or reclassification of the capital stock of the Company,
then, as a condition of such  consolidation,  merger,  sale,  reorganization  or
reclassification, lawful and adequate provision shall be made whereby the Holder
of this Warrant  shall  thereafter  have the right to receive upon the basis and
upon the terms and  conditions  specified  herein,  in lieu of the shares of the
Common Stock of the Company immediately theretofore purchasable hereunder,  such
shares of stock,  securities or assets as may (by virtue of such  consolidation,
merger,  sale,  reorganization  or  reclassification)  be issued or payable with
respect  to or in  exchange  for the  number  of  shares  of such  Common  Stock
purchasable  hereunder  immediately  before such  consolidation,  merger,  sale,
reorganization or reclassification. In any such case appropriate provision shall
be made with  respect to the rights and  interests of the Holder of this Warrant
to the end that the provisions  hereof shall  thereafter be applicable as nearly
as may be, in relation to any shares of stock,  securities or assets  thereafter
deliverable upon the exercise of this Warrant.

SECTION 8. NOTICE OF DISSOLUTION OR LIQUIDATION.  In case of any distribution of
the  assets  of  the  Company  in  dissolution  or  liquidation   (except  under
circumstances  when the foregoing  Section 7 shall be  applicable),  the Company
shall give notice thereof to the Holder hereof and shall make no distribution to
shareholders  until the  expiration of thirty (30) days from the date of mailing
of the  aforesaid  notice and, in any case,  the Holder hereof may exercise this
Warrant within thirty (30) days from the date of the giving of such notice,  and
all rights herein granted not so exercised  within such thirty-day  period shall
thereafter become null and void.

SECTION 9. NOTICE OF EXTRAORDINARY  DIVIDENDS.  If the Board of Directors of the
Company  shall  declare any dividend or other  distribution  on its Common Stock
except out of earned surplus or by way of a stock dividend  payable in shares of
its Common Stock, the Company shall mail notice thereof to the Holder hereof not
less than  thirty  (30) days  prior to the  record  date  fixed for  determining
shareholders entitled to participate in such dividend or other distribution, and
the Holder hereof shall not  participate in such dividend or other  distribution
unless this Warrant is exercised  prior to such record date.  The  provisions of
this  Section  9 shall  not  apply  to  distributions  made in  connection  with
transactions covered by Section 7.

                                     - 6 -
<PAGE>

SECTION 10.  FRACTIONAL  SHARES.  Fractional shares shall not be issued upon the
exercise of this Warrant but in any case where the Holder would,  except for the
provisions  of this Section 10, be entitled  under the terms hereof to receive a
fractional share upon the complete exercise of this Warrant,  the Company shall,
upon the  exercise of this  Warrant for the largest  number of whole shares then
called  for,  pay a sum in  cash  equal  to the  excess  of the  value  of  such
fractional share  (determined in such reasonable  manner as may be prescribed in
good faith by the Board of Directors of the Company)  over the Warrant Price for
such fractional share.

SECTION 11.  SPECIAL  ARRANGEMENTS  OF THE COMPANY.  The Company  covenants  and
agrees that during the Term of this Warrant,  unless  otherwise  approved by the
Holder of this Warrant:

      11.1. WILL RESERVE SHARES. The Company will reserve and set apart and have
available for issuance at all times, free from preemptive or other  preferential
rights, the number of shares of authorized but unissued Common Stock deliverable
upon the exercise of this Warrant.

      11.2.  WILL  NOT  AMEND  CERTIFICATE.  The  Company  will  not  amend  its
Certificate  of  Incorporation  to eliminate as an  authorized  class of capital
stock that class denominated as "Common Stock" on the date hereof.

      11.3.  WILL  BIND  SUCCESSORS.  This  Warrant  shall be  binding  upon any
corporation  or other  person or entity  succeeding  to the  Company  by merger,
consolidation  or  acquisition  of all  or  substantially  all of the  Company's
assets.

SECTION 12.  NOTICES.  Any notice or other document  required or permitted to be
given or delivered to the Holder shall be delivered  at, or sent by certified or
registered mail to, the Holder at Transamerica  Technology Finance Division,  76
Batterson Park Road, Farmington,  Connecticut 06032,  Attention:  Assistant Vice
President, Lease Administration,  with a copy to the Lender at Riverway II, West
Office Tower, 9399 West Higgins Road, Rosemont, Illinois 60018, Attention: Legal
Department or to such other address as shall have been  furnished to the Company
in writing by the Holder.  Any notice or other document required or permitted to
be given or delivered to the Company shall be delivered at, or sent by certified
or registered mail to, the Company at 6307  Carpinteria  Avenue,  , Carpinteria,
California, 93013, Attention: Vice President and CFO or to such other address as
shall have been furnished in writing to the Holder by the Company. Any notice so
addressed and mailed by registered or certified mail shall be deemed to be given
when so mailed. Any notice so addressed and otherwise  delivered shall be deemed
to be given when actually received by the addressee.

SECTION 13. NO RIGHTS AS  STOCKHOLDER;  LIMITATION  OF  LIABILITY.  This Warrant
shall not  entitle  the  Holder to any of the  rights  of a  shareholder  of the
Company except upon exercise in accordance  with the terms hereof.  No provision
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration  herein of the rights or privileges of the
Holder,  shall give rise to any  liability  of the Holder for the Warrant  Price
hereunder or as a shareholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.

SECTION 14. LAW GOVERNING. THE VALIDITY, INTERPRETATION, AND ENFORCEMENT OF THIS
WARRANT SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE
STATE OF  ILLINOIS  WITHOUT  GIVING  EFFECT TO THE  CONFLICT  OF LAW  PRINCIPLES
THEREOF.

                                     - 7 -
<PAGE>

SECTION 15. MISCELLANEOUS. This Warrant and any provision hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by both
parties (or any  respective  predecessor in interest  thereof).  The headings in
this Warrant are for purposes of reference only and shall not affect the meaning
or construction of any of the provisions hereof.


      IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed by
its duly authorized officer this 10 day of November, 1998.


                                            PULSEPOINT COMMUNICATIONS

[CORPORATE SEAL]
                                            By: /s/ B. Robert Suh
                                              ---------------------------
                                            Title: Vice President and CFO

                                     - 8 -
<PAGE>

                           FORM OF NOTICE OF EXERCISE

                [To be signed only upon exercise of the Warrant]

                    TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO EXERCISE THE WITHIN WARRANT


      The undersigned hereby exercises the right to purchase _________ shares of
Common Stock which the  undersigned  is entitled to purchase by the terms of the
within Warrant according to the conditions thereof, and herewith

[check one]
                               [  ] makes payment of $_____________ therefor; or

                               [  ] directs  the  Company  to  issue ___________
                                    shares,  and to withhold _________ shares in
                                    lieu of payment  of the  Warrant  Price,  as
                                    described in Section 2.1 of the Warrant.

All shares to be issued  pursuant  hereto shall be issued in the name of and the
initial  address of such person to be entered on the books of the Company  shall
be:


      The  shares   are  to  be  issued  in   certificates   of  the   following
denominations:



                                        _______________________________

                                        [Type Name of Holder]


                                        By:____________________________

                                        Title:_________________________


Dated:___________________________

                                     - 9 -
<PAGE>

                               FORM OF ASSIGNMENT
                                    (ENTIRE)

              [To be signed only upon transfer of entire Warrant]

                    TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT

      FOR VALUE RECEIVED  ___________________________  hereby sells, assigns and
transfers  unto  _______________________________  all rights of the  undersigned
under and  pursuant  to the within  Warrant,  and the  undersigned  does  hereby
irrevocably constitute and appoint  _______________________________  Attorney to
transfer  the said  Warrant  on the books of the  Company,  with  full  power of
substitution.



                                        _______________________________

                                        [Type Name of Holder]


                                        By:____________________________

                                        Title:_________________________


Dated:___________________________


NOTICE

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

                                     - 10 -
<PAGE>

                               FORM OF ASSIGNMENT
                                   (PARTIAL)

              [To be signed only upon partial transfer of Warrant]

                    TO BE EXECUTED BY THE REGISTERED HOLDER
                         TO TRANSFER THE WITHIN WARRANT

      FOR VALUE  RECEIVED  _________________________  hereby sells,  assigns and
transfers unto _______________________________ (i) the rights of the undersigned
to purchase ___ shares of Common Stock under and pursuant to the within Warrant,
and (ii) on a non-exclusive basis, all other rights of the undersigned under and
pursuant to the within Warrant,  it being understood that the undersigned  shall
retain,  severally (and not jointly) with the  transferee(s)  named herein,  all
rights  assigned  on such  non-exclusive  basis.  The  undersigned  does  hereby
irrevocably  constitute  and  appoint  __________________________   Attorney  to
transfer  the said  Warrant  on the books of the  Company,  with  full  power of
substitution.



                                        _______________________________

                                        [Type Name of Holder]


                                        By:____________________________

                                        Title:_________________________


Dated:___________________________


NOTICE

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


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