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                                                                     EXHIBIT 4.5
                               WARRANT AGREEMENT

         Agreement made as of ___________, 2000, between Unity Emerging
Technology Venture One Ltd., a Delaware corporation, with offices at 245 Fifth
Avenue, Suite 1500, New York, New York 10016 ("Company"), and American Stock
Transfer & Trust Company, a New York corporation, with offices at 40 Wall
Street, New York, New York 10005 (herein called "Warrant Agent").

         WHEREAS, the Company has determined to issue up to (i) 1,955,000 Class
A Redeemable Warrants ("Class A Warrants"), (ii) 977,500 Class B Redeemable
Warrants ("Class B Warrants," together with the Class A Warrants, the
"Redeemable Warrants"), (iii) 200,000 non-redeemable Class A warrants and
100,000 non-redeemable Class B warrants to the officers and directors
("Directors' Warrants") and (iv) 170,000 non-redeemable Class A warrants and
85,000 non-redeemable Class B warrants issued to Gaines, Berland Inc. and
EarlyBirdCapital, Inc. ("Underwriters") or their designees ("Underwriters'
Warrants," together with the Redeemable Warrants and the Directors' Warrants,
"Warrants") evidencing the right of the holders thereof to purchase an aggregate
of 3,487,500 shares of common stock of the Company, $.0001 par value per share
("Common Stock"), which Warrants will be issued as described in the Company's
Registration Statement on Form S-1, No. 333-__________, declared effective
__________, 1996 ("Registration Statement"); and

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the
Warrants; and

         WHEREAS, the Company desires to provide for the form and provisions of
the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Warrants; and


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         WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

1. APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent
to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.

2. WARRANTS.

         2.1. FORM OF WARRANT. Each Class A Warrant and Class B Warrant,
respectively, shall be issued in registered form only, shall be in substantially
the forms of Exhibit A and Exhibit B hereto, shall be signed by, or bear the
facsimile signature of, the Chairman of the Board or President and Secretary or
Assistant Secretary of the Company and shall bear a facsimile of the Company's
seal. In the event the person whose facsimile signature has been placed upon any
Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect
as if he had not ceased to be such at the date of issuance. No Warrant may be
exercised until it has been countersigned by the Warrant Agent as provided in
Section 2.3 hereof.

         2.2. EFFECT OF COUNTERSIGNATURE. Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect.


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         2.3. EVENTS FOR COUNTERSIGNATURE. The Warrant Agent shall countersign a
Warrant only upon the occurrence of either of the following events:

                  (i) if the Warrant is to be issued in exchange or substitution
         for one or more previously countersigned Warrants, as hereinafter
         provided, or

                  (ii) if the Company instructs the Warrant Agent to do so.

         2.4. REGISTRATION.

                  2.4.1. WARRANT REGISTER. The Warrant Agent shall maintain
books ("Warrant Register"), for the registration of original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.

                  2.4.2. REGISTERED HOLDER. Prior to due presentment for
registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant shall be registered upon
the Warrant Register ("registered holder"), as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant Certificate made by anyone other than
the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary.

         2.5. DETACHABILITY OF CLASS A WARRANTS. The Class A Warrants and Common
Stock which comprise the units ("Units") as described in the Registration
Statement will not be separately transferable until the consummation of a
business combination (as described in the Registration Statement ("Business
Combination")).


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3. TERMS AND EXERCISE OF REDEEMABLE WARRANTS

         3.1. WARRANT PRICE. Each Class A Warrant shall, when countersigned by
the Warrant Agent, entitle the registered holder thereof, subject to the
provisions of such Warrant and of this Warrant Agreement, to purchase from the
Company the number of shares of Common Stock and number of Class B Warrants
stated therein, at the price of $5.50 per whole share, subject to the
adjustments provided in Section 4 hereof. Each Class B Warrant shall, when
countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Warrant and of this Warrant Agreement, to
purchase from the Company the number of shares of Common Stock stated therein,
at the price of $7.50 per whole share, subject to the adjustments provided in
Section 4 hereof. The term "Warrant Price" as used in this Warrant Agreement
refers to the price per share at which Common Stock may be purchased at the time
a Warrant is exercised.

         3.2. DURATION OF WARRANTS. A Warrant may be exercised only during the
period ("Exercise Period") commencing on the later of the consummation by the
Company of a Business Combination or _________, 2001, and terminating on the
earlier to occur of (i) _________, 2006 or (ii) the date fixed for redemption of
such Warrant as provided in Section 6 of this Agreement. Each Warrant not
exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease at
the close of business on the Expiration Date. The Company in its sole discretion
may extend the duration of the Warrants by delaying the Expiration Date.

         3.3. EXERCISE OF WARRANTS.

                  3.3.1. PAYMENT. A Warrant, when countersigned by the Warrant
Agent, may be exercised by the registered holder thereof by surrendering it, at
the office of the Warrant Agent, or at the office of its successor as Warrant
Agent, in the Borough of Manhattan, City and State of New York, with the
subscription form, as set forth in the Warrant and in substantially the forms of
Exhibit A and Exhibit B hereto, duly executed, and by paying in full, in lawful
money of the United


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States, in cash, good certified check or good bank draft payable to the order of
the Company, the Warrant Price for each full share of Common Stock as to which
the Warrant is exercised and any and all applicable taxes due in connection with
the exercise of the Warrant, the exchange of the Warrant for the Common Stock,
and the issuance of the Common Stock.

                  3.3.2. ISSUANCE OF CERTIFICATES. As soon as practicable after
the exercise of any Warrant, the Company shall issue to the registered holder of
such Warrant a certificate or certificates for the number of full shares of
Common Stock to which he is entitled, registered in such name or names as may be
directed by him, and if such Warrant shall not have been exercised in full, a
new countersigned Warrant for the number of shares as to which such Warrant
shall not have been exercised. Notwithstanding the foregoing, the Company shall
not be obligated to deliver any securities pursuant to the exercise of a Warrant
unless a registration statement under the Securities Act of 1933 with respect to
the securities is then currently effective. Warrants may not be exercised by, or
securities issued to, any registered holder in any state in which such exercise
would be unlawful.

                  3.3.3. VALID ISSUANCE. All shares of Common Stock issued upon
the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued.

                  3.3.4. DATE OF ISSUANCE. Each person in whose name any such
certificate for shares of Common Stock is issued 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 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.


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                  3.3.5.   WARRANT SOLICITATION FEE.

                           (a) The Company has engaged the Underwriters as the
exclusive agents for the solicitation of the exercise of the Warrants. The
Company has also agreed to (i) assist the Underwriters with respect to such
solicitation, if requested by the Underwriters, and (ii) at the Underwriters'
request, provide the Underwriters and direct the Company's transfer and warrant
agent to deliver to the Underwriters, at the Company's cost, lists of the record
and, to the extent known, beneficial owners of, the Company's Warrants.
Accordingly, the Company hereby instructs the Warrant Agent to cooperate with
the Underwriters in every respect in connection with the Underwriters'
solicitation activities, including but not limited to providing to the
Underwriters, at the Company's cost, a list of record and beneficial holders of
the Warrants.

                           (b) If, upon the exercise of any Warrant (i) the
market price of the Company's Common Stock is greater than the then Warrant
Price, (ii) the exercise of the Warrant was solicited by the Underwriters, and
(iii) the Warrant was not held in a discretionary account, then the Warrant
Agent, simultaneously with the distribution of proceeds to the Company received
upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company,
pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of
the Warrant Price to the Underwriters. The Underwriters and the Company may at
any time during business hours, examine the records of the Warrant Agent,
including its ledger of original Warrants certificates returned to the Warrant
Agent upon exercise of Warrants.

                           (c) The provisions of this Section 3.3.5. may not be
modified, amended or deleted without the prior written consent of the
Underwriters.

                  3.3.6. DIRECTORS' WARRANTS. In connection with certain
services to be performed for the Company, the Company issued, in March 2000,
200,000 Class A warrants which are identical to the Class A Warrants covered by
this Agreement except that they are non-redeemable and cannot be transferred or
exercised until the consummation of a Business Combination. Notwithstanding


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anything else to the contrary herein, the Directors' Warrants may only be
exercised after the consummation by the Company of a Business Combination.

4. ADJUSTMENTS.

         4.1. STOCK DIVIDENDS - SPLIT-UPS. If after the date hereof, and subject
to the provisions of Section 4.5 below, the number of outstanding shares of
Common Stock is increased by a stock dividend payable in shares of Common Stock
or by a split-up of shares of Common Stock or other similar event, then, on the
effective day thereof, such stock dividend or split-up, the number of shares
issuable on exercise of each Warrant shall be increased in proportion to such
increase in outstanding shares and the then applicable Warrant Price shall be
correspondingly decreased.

         4.2. AGGREGATION OF SHARES. If after the date hereof, and subject to
the provisions of Section 4.5, the number of outstanding shares of Common Stock
is decreased by a consolidation, combination or reclassification of shares of
Common Stock or other similar event, then, after the effective date of such
consolidation, combination or reclassification, the number of shares issuable on
exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares and the then applicable Warrant Price shall be
correspondingly increased.

         4.3. REORGANIZATION, ETC. If after the date hereof any capital
reorganization or reclassification of the Common Stock of the Company, or
consolidation or merger of the Company with another corporation, or the sale of
all or substantially all of its assets to another corporation or other similar
event shall be effected, then, as a condition of such reorganization,
reclassification, consolidation, merger, or sale, lawful and fair provision
shall be made whereby the Warrant holders shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the shares of Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, such shares of stock, securities, or assets as may
be issued or payable with respect to or in exchange for the number of
outstanding shares of such Common Stock equal to the number of shares


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of such stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented by the Warrants, had such reorganization,
reclassification, consolidation, merger, or sale not taken place and in such
event appropriate provision shall be made with respect to the rights and
interests of the Warrant holders to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Warrant Price
and of the number of shares purchasable upon the exercise of the Warrants) shall
thereafter be applicable, as nearly as may be in relation to any share of stock,
securities, or assets thereafter deliverable upon the exercise hereof. The
Company shall not effect any such consolidation, merger, or sale unless prior to
the consummation thereof the successor corporation (if other than the Company)
resulting from such consolidation or merger, or the corporation purchasing such
assets, shall assume by written instrument executed and delivered to the Warrant
Agent the obligation to deliver to the Warrant holders such shares of stock,
securities, or assets as, in accordance with the foregoing provisions, such
holders may be entitled to purchase.

         4.4. NOTICES OF CHANGES IN WARRANT. Upon every adjustment of the
Warrant Price or the number of shares issuable on exercise of a Warrant, the
Company shall give written notice thereof to the Warrant Agent, which notice
shall state the Warrant Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price upon the
exercise of a Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 4.1., 4.2., or 4.3., then, in any
such event, the Company shall give written notice in the manner set forth above
of the record date for such dividend, distribution, or subscription rights, or
the effective date of such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation, winding up or issuance. Such notice
shall also specify the date as of which the holders of Common Stock of record
shall participate in such dividend, distribution, or subscription rights, or
shall be entitled to exchange their Common Stock for stock, securities, or other
assets deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation, winding up or issuance. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such event.


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         4.5. NO FRACTIONAL SHARES. Notwithstanding any provision contained in
this Warrant Agreement to the contrary, the Company shall not issue fractional
shares upon exercise of Warrants. If, by reason of any adjustment made pursuant
to this Section 4, the holder of any Warrant would be entitled, upon the
exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, purchase such fractional interest, determined
as follows:

                  (i) If the Common Stock is listed on a National Securities
Exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on the Nasdaq National Market or Nasdaq SmallCap Market or the OTC
Bulletin Board, the current value shall be the last reported sale price of the
Common Stock on such exchange on the last business day prior to the date of
exercise of this Warrant or if no such sale is made on such day, the average of
the closing bid and asked prices for such day on such exchange; or

                  (ii) If the Common Stock is not listed or admitted to unlisted
trading privileges, the current value shall be the mean of the last reported bid
and asked prices reported by the National Quotation Bureau, Inc. on the last
business day prior to the date of the exercise of this Warrant; or

                  (iii) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current value shall not be an amount determined in such reasonable manner as may
be prescribed by the Board of Directors of the Company.

         4.6. FORM OF WARRANT. The form of Warrant need not be changed because
of any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this Agreement. However, the
Company may at any time in its sole discretion make any change in the form of
Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in
the form as so changed.


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5. TRANSFER AND EXCHANGE OF WARRANTS.

         5.1. REGISTRATION OF TRANSFER. The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrant so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.

         5.2. PROCEDURE FOR SURRENDER OF WARRANTS. Warrants may be surrendered
to the Warrant Agent, together with a written request for exchange or transfer,
and thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the registered holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in
the event that a Warrant surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.

         5.3. FRACTIONAL WARRANTS. The Warrant Agent shall not be required to
effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate for a fraction of a warrant.

         5.4. SERVICE CHARGES. No service charge shall be made for any exchange
or registration of transfer of Warrants.

         5.5. WARRANT EXECUTION AND COUNTERSIGNATURE. The Warrant Agent is
hereby authorized to countersign and to deliver, in accordance with the terms of
this Agreement, the Warrants required to be issued pursuant to the provisions
hereof, and the Company, whenever required by the Warrant


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Agent, will supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.

6. REDEMPTION.

         6.1. REDEMPTION. Subject to Section 3.3.6 hereof, each of the Class A
Warrants and Class B Warrants may be redeemed, at the option of the Company, as
a whole and not in part, after they become exercisable and prior to their
expiration, at the office of the Warrant Agent, upon the notice referred to in
Section 6.2., at the price of $.05 per Warrant ("Redemption Price"), provided
that the reported high bid price of the Common Stock if the Common Stock is
quoted on the OTC Bulletin Board (or the last sales price of the Common Stock is
quoted on the National Association of Securities Dealers Quotation System or
principally quoted on a securities exchange) has been at least $7.50 with
respect to the Class A Warrants and $10.00 with respect to the Class B Warrants
on each of the twenty (20) consecutive trading days ending on the third business
day prior to the date on which notice of redemption is given. Notwithstanding
the foregoing, the Company may not call the Redeemable Warrants for redemption
without the Underwriters' prior consent. The provisions of this Section 6.1 may
not be modified, amended or deleted without the prior written consent of the
Underwriters.

         6.2. DATE FIXED FOR, AND NOTICE OF, REDEMPTION. In the event the
Company shall elect to redeem all or any part of the Redeemable Warrants, the
Company shall fix a date for the redemption. Notice of redemption shall be
mailed by first class mail, postage prepaid, by the Company not less than 30
days from the date fixed for redemption to the registered holders of the
Warrants to be redeemed at their last address as they shall appear on the
registration books. Any notice mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the registered
holder received such notice.

         6.3. EXERCISE AFTER NOTICE OF REDEMPTION. The Redeemable Warrants may
be exercised in accordance with Section 3 of this Agreement at any time after
notice of redemption shall have


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been given by the Company pursuant to Section 6.2. hereof and prior to the time
and date fixed for redemption. On and after the redemption date, the record
holder of the Redeemable Warrants shall have no further rights except to
receive, upon surrender of the Redeemable Warrants, the redemption price.

7. OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

         7.1. NO RIGHTS AS STOCKHOLDER. A Warrant does not entitle the
registered holder thereof to any of the rights of a stockholder of the Company,
including, without limitation, the right to receive dividends, or other
distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or the
election of directors of the Company or any other matter.

         7.2. LOST, STOLEN, MUTILATED, OR DESTROYED WARRANTS. If any Warrant is
lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on
such terms as to indemnity or otherwise as they may in their discretion impose
(which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the
Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall
constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time
enforceable by anyone.

         7.3. RESERVATION OF COMMON STOCK. The Company shall at all times
reserve and keep available a number of its authorized but unissued shares of
Common Stock that will be sufficient to permit the exercise in full of all
outstanding Warrants issued pursuant to this Agreement.

         7.4. REGISTRATION STATEMENT. The Company has filed with the Securities
and Exchange Commission the Registration Statement for the registration, under
the Securities Act of 1933, of, among others, the Warrants and the Common Stock
issuable upon exercise of the Warrants.


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         7.5. REGISTRATION OF COMMON STOCK. The Company agrees that prior to the
commencement of the Exercise Period, it shall file with the Securities and
Exchange Commission a post-effective amendment to the Registration Statement, or
a new registration statement, for the registration, under the Securities Act of
1933, of the Common Stock issuable upon exercise of the Warrants. In either
case, the Company will use its best efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement until
the expiration of the Warrants in accordance with the provisions of this
Agreement. In connection with the filing of such registration statement, the
Company shall disclose in such amendment or new registration statement the
warrant solicitation fee payable to the Underwriters.

8. CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

         8.1. PAYMENT OF TAXES. The Company will from time to time promptly pay
all taxes and charges that may be imposed upon the Company or the Warrant Agent
in respect of the issuance or delivery of shares of Common Stock upon the
exercise of Warrants, but the Company shall not be obligated to pay any transfer
taxes in respect of the Warrants or such shares.

         8.2. RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT.

                  8.2.1. APPOINTMENT OF SUCCESSOR WARRANT AGENT. The Warrant
Agent, or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty
(60) days' notice in writing to the Company. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant
Agent. If the Company shall fail to make such appointment within a period of 30
days after it has been notified in writing of such resignation or incapacity by
the Warrant Agent or by the holder of the Warrant (who shall, with such notice,
submit his Warrant for inspection by the Company), then the holder of any
Warrant may apply to the Supreme Court of the State of New York for the County
of New York for the appointment of a successor Warrant Agent. Any successor
Warrant Agent, whether appointed by


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the Company or by such court, shall be a corporation organized and existing or
qualified to do business under the laws of the State of New York, in good
standing and having its principal office in the Borough of Manhattan, City and
State of New York, and authorized under such laws to exercise corporate trust
powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the
authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.

                  8.2.2. NOTICE OF SUCCESSOR WARRANT AGENT. In the event a
successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the transfer agent for the Common
Stock not later than the effective date of any such appointment.

                  8.2.3. MERGER OR CONSOLIDATION OF WARRANT AGENT. Any
corporation into which the Warrant Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to
which the Warrant Agent shall be a party shall be the successor Warrant Agent
under this Agreement without any further act.

         8.3. FEES AND EXPENSES OF WARRANT AGENT.

                  8.3.1. REMUNERATION. The Company agrees to pay the Warrant
Agent reasonable remuneration for its services as such Warrant Agent hereunder
and will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.


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                  8.3.2. FURTHER ASSURANCES. The Company and the Warrant Agent
agree to perform, execute, acknowledge, and deliver or cause to be performed,
executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent
or the Company for the carrying out or performing of the provisions of this
Agreement.

         8.4. LIABILITY OF WARRANT AGENT.

                  8.4.1. RELIANCE ON COMPANY STATEMENT. Whenever in the
performance of its duties under this Warrant Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established
by the Company prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
statement signed by the President of the Company and delivered to the Warrant
Agent. The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.

                  8.4.2. INDEMNITY. The Warrant Agent shall be liable hereunder
only for its own negligence or willful misconduct or any actions taken in bad
faith. The Company agrees to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution
of this Agreement except as a result of the Warrant Agent's negligence, willful
misconduct, or bad faith.

                  8.4.3. EXCLUSIONS. The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect to
the validity or execution of any Warrant (except its countersignature thereof);
nor shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Warrant; nor shall it be
responsible to make any adjustments required under the provisions of Section 4.
hereof or responsible for the manner, method, or amount of any such adjustment
or the ascertaining of the existence of facts that would


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require any such adjustment; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or reservation of any
shares of Common Stock to be issued pursuant to this Agreement or any Warrant or
as to whether any shares of Common Stock will when issued be valid and fully
paid and nonassessable.

         8.5. ACCEPTANCE OF AGENCY. The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all moneys received by the Warrant Agent for the purchase of
shares of the Company's Common Stock through the exercise of Warrants.

9. MISCELLANEOUS PROVISIONS.

         9.1. SUCCESSORS. All the covenants and provisions of this Agreement by
or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns.

         9.2. NOTICES. Any notice, statement or demand authorized by this
Warrant Agreement to be given or made by the Warrant Agent or by the holder of
any Warrant to or by the Company shall be sufficiently given or made if sent by
certified mail, or private courier service, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent), as
follows:

                           Unity Emerging Technology Venture One Ltd.
                           245 Fifth Avenue, Suite 1500
                           New York, New York 10016
                           Attn: Lawrence Burstein, President


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<PAGE>



with a copy to:

                           Cooperman Levitt Winikoff Lester & Newman, P.C.
                           800 Third Avenue, 30th Floor
                           New York, New York 10022
                           Attn: Ira I. Roxland, Esq.

                                    - and -

                           Graubard Mollen & Miller
                           600 Third Avenue
                           New York, New York 10016
                           Attn: David Alan Miller, Esq.

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given or made if sent by certified mail or private courier
service, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:

                           American Stock Transfer & Trust Company
                           40 Wall Street
                           New York, New York 10006
                           Attn: Compliance Department

         9.3. APPLICABLE LAW. The validity, interpretation, and performance of
this Agreement and of the Warrants shall be governed in all respects by the laws
of the State of New York, without giving effect to conflict of laws. Each of the
Company and the Warrant Agent hereby agrees that any action, proceeding or claim
against it arising out of, relating in any way to this Agreement shall


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<PAGE>



be brought and enforced in the courts of the State of New York of the United
States of America for the Southern District of New York, and irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive. Each of the Company
and the Warrant Agent hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or
summons to be served upon the Company or the Warrant Agent may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon each of the Company and the Warrant Agent in any action, proceeding
or claim. Each of the Company and the Warrant Agent agrees that the prevailing
party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys' fees and expenses relating to such
action or proceeding and/or incurred in connection with the preparation
therefor.

         9.4. PERSONS HAVING RIGHTS UNDER THIS AGREEMENT. Nothing in this
Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any
person or corporation other than the parties hereto and the registered holders
of the Warrants and, for the purposes of Sections 3.3.5 and 6.1 hereof, the
Underwriters, any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors and assigns and of the registered
holders of the Warrants. The parties hereto agree that the Underwriters is
intended to be a third-party beneficiary with respect to Sections 3.3.5 and 6.1,
with all legal rights and remedies available to it as fully as if it were a
party hereto.

         9.5. EXAMINATION OF THE WARRANT AGREEMENT. A copy of this Agreement
shall be available at all reasonable times at the office of the Warrant Agent in
the Borough of Manhattan, City and State of New York, for inspection by the
registered holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


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<PAGE>


         9.6. COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

         9.7. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and are not part of this Warrant Agreement and shall not affect
the interpretation thereof.

         IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto under their respective corporate seals as of the day and year
first above written.


Attest:                       UNITY EMERGING TECHNOLOGY VENTURE ONE LTD.

                              By:
---------------------            ----------------------------
                                  Lawrence Burstein
                                  President


Corporate Seal


Attest:                       AMERICAN STOCK TRANSFER & TRUST COMPANY


                              By:
---------------------            ----------------------------
                                  George Karfunkel
                                  Executive Vice President



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