<PAGE>
                                                                 EXHIBIT 10.45




THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT
WITH A VIEW TO THE DISTRIBUTION THEREOF AND, EXCEPT AS STATED IN AN AGREEMENT
BETWEEN THE HOLDER OF THIS CERTIFICATE AND THE ISSUER CORPORATION, SUCH
SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE ISSUER
CORPORATION RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE ISSUER
CORPORATION) STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.

VOID AFTER 5:00 P.M., PHILADELPHIA TIME, ON THE SECOND ANNIVERSARY OF THE DATE
ON WHICH ERESEARCHTECHNOLOGY, INC. CONSUMMATES ITS INITIAL PUBLIC OFFERING OR IF
NOT A BUSINESS DAY, AS DEFINED HEREIN, AT 5:00 P.M., PHILADELPHIA TIME, ON THE
NEXT FOLLOWING BUSINESS DAY.


NO.  2


                               WARRANT TO PURCHASE
                                    SHARES OF
                                  COMMON STOCK
                                       OF
                            ERESEARCHTECHNOLOGY, INC.


                     TRANSFER RESTRICTED -- SEE SECTION 5.01


         This certifies that, for good and valuable consideration, Scirex
Corporation or its permitted successors and assignees (the "Warrantholder"), is
entitled to purchase from eResearchTechnology, Inc., a Delaware corporation (the
"Company"), subject to the terms and conditions hereof, at any time on or after
the date on which the Company consummates its initial Public Offering, and
before 5:00 p.m., Philadelphia time, on the second anniversary thereof (or, if
such day is not a Business Day, at or before 5:00 p.m., Philadelphia time, on
the next following Business Day), the Warrant Shares for an aggregate Exercise
Price of $1,000,000. The Exercise Price and the number of shares purchasable
hereunder are subject to adjustment as provided in Article III hereof.

<PAGE>

                                    ARTICLE I

         Section 1.01 Definition of Terms. As used in this Warrant, the
following capitalized terms shall have the following respective meanings:

                  (a) Business Day: A day other than a Saturday, Sunday or other
day on which banks in the Commonwealth of Pennsylvania are authorized by law to
remain closed.

                  (b) Common Stock: Common Stock, $.01 par value per share, of
the Company.

                  (c) Exercise Price: The price at which the Company's Common
Stock is sold to the public in the Company's initial Public Offering per Warrant
Share, as such price may be adjusted from time to time pursuant to Article III
hereof.

                  (d) Expiration Date: 5:00 p.m., Philadelphia time, on the
second anniversary of the date on which the Company consummates its initial
Public Offering or if such day is not a Business Day, the next succeeding day
which is a Business Day.

                  (e) Holder: A holder of outstanding Warrants.

                  (f) Person: An individual, partnership, joint venture,
corporation, trust, unincorporated organization or government or any department
or agency thereof.

                  (g) Public Offering: A public offering of any of the Company's
Common Stock pursuant to a registration statement under the Securities Act.

                  (h) Securities Act: The Securities Act of 1933, as amended.

                  (i) Transfer: See Section 5.01.

                  (j) Warrant: This Warrant and all other warrants that may be
issued in its place.

                  (k) Warrantholder: The person or entity to whom this Warrant
is originally issued, or any successor in interest thereto, or any assignee or
transferee thereof, in whose name this Warrant is registered upon the books to
be maintained by the Company for that purpose.

                  (l) Warrant Shares: The shares of Common Stock purchasable
upon exercise of the Warrants, which shall initially equal $1,000,000 divided by
the Exercise Price, subject to adjustment as provided in Article III hereof.


                                      - 2 -

<PAGE>

                                   ARTICLE II

                        DURATION AND EXERCISE OF WARRANT

         Section 2.01 Duration of Warrant. The Warrantholder may exercise this
Warrant at any time and from time to time after the date on which the Company
consummates its initial Public Offering and before 5:00 p.m., Philadelphia time,
on the Expiration Date. If this Warrant is not exercised on or before the
Expiration Date, it shall become void, and all rights hereunder shall thereupon
cease.

                  (a)      Exercise of Warrant.

                           (i) The Warrantholder may exercise this Warrant, in
whole or in part, by presentation and surrender of this Warrant to the Company
at its corporate office at 30 South 17th Street, Philadelphia, PA 19103, or at
the office of its stock transfer agent, if any, with the Subscription Form
annexed hereto duly executed and accompanied by payment of the full Exercise
Price for each Warrant Share to be purchased.

                           (ii) Upon receipt of this Warrant with the
Subscription Form duly executed and accompanied by payment of the aggregate
Exercise Price for the Warrant Shares for which this Warrant is then being
exercised, the Company shall cause to be issued certificates for the total
number of whole shares of Common Stock for which this Warrant is being exercised
(adjusted to reflect the effect of the provisions contained in Article III
hereof, if any) in such denominations as are requested for delivery to the
Warrantholder, and the Company shall thereupon deliver such certificates to the
Warrantholder. The Warrantholder shall be deemed to be the holder of record of
the Warrant Shares issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be actually delivered to
the Warrantholder. If at the time this Warrant is exercised, a registration
statement is not in effect to register under the Securities Act the Warrant
Shares issuable upon exercise of this Warrant, the Company may require the
Warrantholder to make such investment intent representations, and to provide the
Company with an opinion of counsel (which may be counsel for the Company) and
may place such legends on certificates representing the Warrant Shares, as may
be reasonably required in the opinion of counsel to the Company to permit the
Warrant Shares to be issued without such registration.

                           (iii) Notwithstanding anything to the contrary set
forth herein, upon exercise of this Warrant, the Warrantholder may, at its
election, either (i) exercise this Warrant by paying to the Company an amount
equal to the aggregate Exercise Price of the shares being purchased or (ii)
receive shares of Common Stock equal to the value (as determined below) of this
Warrant, in which event the Company shall issue to the Warrantholder a number of
shares of Common Stock computed using the following formula:


                                      - 3 -

<PAGE>

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

Where:            X  =  the number of shares to be issued to the Warrantholder.

                  Y  =  the number of shares purchasable under this Warrant
                        with respect to which the Exercise Price is to be
                        paid.

                  A  =  the current fair market value (as of the exercise
                        date) of one share of the Company's Common Stock.

                  B  =  the Exercise Price then in effect.

As used herein, current fair market value of the Company's Common Stock shall
mean with respect to each share of Common Stock the average of the closing
prices of the Company's Common Stock sold on all securities exchanges on which
the Common Stock may at the time be listed, or, if there have been no sales on
any such exchange on any day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day, or, if on any day the
Common Stock is not so listed, the average of the representative bid and asked
prices quoted in the Nasdaq Stock Market as of 4:00 p.m., New York City time,
or, if on any day the Common Stock is not quoted in the Nasdaq Stock Market, the
average of the highest bid and lowest asked price on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization, in each such case averaged
over the 20 consecutive business days prior to the day as of which the current
fair market value of Common Stock is being determined. If at any time the Common
Stock is not listed on any securities exchange or quoted in the Nasdaq Stock
Market or the over-the-counter market, the current fair market value shall be
the highest price per share that the Company could obtain from a willing buyer
(not a current employee or director) for shares of Common Stock sold by the
Company, from authorized but unissued shares, as determined in good faith by the
Board of Directors of the Company, unless the Warrantholder shall purchase such
shares in conjunction with an underwritten public offering of the Company's
Common Stock pursuant to a registration statement filed under the Securities Act
of 1933, in which case the fair market value shall be the price per share at
which the Common Stock is sold to the public in such offering.

                  (iv) In case the Warrantholder shall exercise this Warrant
with respect to less than all of the Warrant Shares that may be purchased under
this Warrant, the Company shall execute a new warrant in the form of this
Warrant for the balance of such Warrant Shares and deliver such new warrant to
the Warrantholder.

         Section 2.02 Reservation of Shares. The Company hereby agrees that at
all times there shall be reserved for issuance and delivery upon exercise of
this Warrant such number of shares of Common Stock or other shares of capital
stock of the Company from time to time issuable upon exercise of this Warrant.
All such shares shall be duly authorized, and when issued upon such exercise,
shall be validly issued, fully paid and nonassessable, free and clear of all
liens, security

                                      - 4 -

<PAGE>

interests, charges and other encumbrances or restrictions on sale and free and
clear of all preemptive rights.

         Section 2.03 Fractional Shares. The Company shall not be required to
issue any fraction of a share of its capital stock in connection with the
exercise of this Warrant, and in any case where the Warrantholder would, except
for the provisions of this Section 2.04, be entitled under the terms of this
Warrant to receive a fraction of a share upon the exercise of this Warrant, the
Company shall, upon the exercise of this Warrant and receipt of the Exercise
Price, issue only the largest number of whole shares purchasable upon exercise
of this Warrant. The Company shall not be required to make any cash or other
adjustment in respect of such fraction of a share to which the Warrantholder
would otherwise be entitled, but shall return to the Warrantholder that portion
of the Exercise Price that represents such fraction of a share.

                                   ARTICLE III

                ADJUSTMENT OF SHARES OF COMMON STOCK PURCHASABLE
                              AND OF EXERCISE PRICE

         The Exercise Price and the number and kind of Warrant Shares shall be
subject to adjustment from time to time upon the happening of certain events as
provided in this Article III.

         Section 3.01  Mechanical Adjustment.

                  (a) If at any time prior to the exercise of this Warrant in
full, the Company shall (i) declare a dividend or make a distribution on the
Common Stock payable in shares of its capital stock (whether shares of Common
Stock or of capital stock of any other class); (ii) subdivide, reclassify or
recapitalize its outstanding Common Stock into a greater number of shares; (iii)
combine, reclassify or recapitalize its outstanding Common Stock into a smaller
number of shares; or (iv) issue any shares of its capital stock by
reclassification of its Common Stock (including any such reclassification in
connection with a consolidation or a merger in which the Company is the
continuing corporation), the Exercise Price in effect at the time of the record
date of such dividend, distribution, subdivision, combination, reclassification
or recapitalization shall be adjusted so that the Warrantholder shall be
entitled to receive the aggregate number and kind of shares which, if this
Warrant had been exercised in full immediately prior to such event, it would
have owned by virtue of such exercise and been entitled to receive by virtue of
such dividend, distribution, subdivision, combination, reclassification or
recapitalization. Any adjustment required by this paragraph 3.01(a) shall be
made successively immediately after the record date, in the case of a dividend
or distribution, or the effective date, in the case of a subdivision,
combination, recapitalization or reclassification, to allow the purchase of such
aggregate number and kind of shares.

                  (b) Whenever the Exercise Price payable upon exercise of this
Warrant is adjusted pursuant to paragraph (a) of this Section 3.01, the Warrant
Shares shall simultaneously be adjusted by multiplying the number of Warrant
Shares initially issuable upon exercise of each



                                      - 5 -

<PAGE>

Warrant by the Exercise Price in effect on the date thereof and dividing the
product so obtained by the Exercise Price, as adjusted.

                  (c) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease of at least one
cent in such price; provided, however, that any adjustments which by reason of
this paragraph (c) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment. All calculations under this
Section 3.01 shall be made to the nearest cent or to the nearest one-hundredth
of a share, as the case may be. Notwithstanding anything in this Section 3.01 to
the contrary, the Exercise Price shall not be reduced to less than the then
existing par value of the Common Stock as a result of any adjustment made
hereunder.

         Section 3.02 Notice of Adjustment. Whenever the number of Warrant
Shares or the Exercise Price is adjusted as herein provided, the Company shall
prepare and deliver to the Warrantholder a certificate signed by its President,
setting forth the adjusted number of shares purchasable upon the exercise of
this Warrant and the Exercise Price of such shares after such adjustment,
setting forth a brief statement of the facts requiring such adjustment and
setting forth the computation by which adjustment was made.

         Section 3.03 No Adjustment for Cash Dividends. No adjustment in respect
of any cash dividends shall be made during the term of this Warrant.

         Section 3.04 Preservation of Purchase Rights in Certain Transactions.
In case of any reclassification, capital reorganization or other change of
outstanding shares of Common Stock (other than subdivision or combination of the
outstanding Common Stock and other than a change in the par value of the Common
Stock) or in case of any consolidation or merger of the Company with or into
another corporation (other than a merger with a subsidiary in which the Company
is the continuing corporation and that does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock of
the class issuable upon exercise of this Warrant) or in the case of any sale,
lease, transfer or conveyance to another corporation of the property and assets
of the Company as an entirety or substantially as an entirety, the Company
shall, as a condition precedent to such transaction, cause such successor or
purchasing corporation, as the case may be, to execute with the Warrantholder an
agreement granting the Warrantholder the right thereafter, upon payment of the
Exercise Price in effect immediately prior to such action, to receive upon
exercise of this Warrant the kind and amount of shares and other securities and
property that it would have owned or have been entitled to receive after the
happening of such reclassification, change, consolidation, merger, sale or
conveyance had this Warrant been exercised immediately prior to such action.
Such agreement shall provide for adjustments in respect of such shares of stock
and other securities and property, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article III. In the event
that in connection with any such reclassification, capital reorganization,
change, consolidation, merger, sale or conveyance, additional shares of Common
Stock shall be issued in exchange, conversion, substitution or payment, in whole
or in part, for, or of, a security of the Company other than Common Stock, any
such issue shall be treated as an issue of Common Stock covered by the
provisions of this Article III. The provisions

                                      - 6 -

<PAGE>

of this Section 3.04 shall similarly apply to successive reclassifications,
capital reorganizations, consolidations, mergers, sales or conveyances.

         Section 3.05 Dissolution or Liquidation. In the event of any proposed
distribution of the assets of the Company in dissolution or liquidation (except
under circumstances when Section 3.04 shall be applicable), the Company shall
mail notice thereof to the Warrantholder and shall make no distribution to
stockholders until the expiration of 30 days from the date of mailing of the
aforesaid notice and, in any such case, the Warrantholder may exercise the
purchase rights with respect to this Warrant within 30 days from the date of
mailing such notice and all rights herein granted not so exercised within such
30-day period shall thereafter become null and void.

         Section 3.06 Form of Warrant After Adjustments. The form of this
Warrant need not be changed because of any adjustments in the Exercise Price or
the number or kind of the Warrant Shares, and Warrants theretofore or thereafter
issued may continue to express the same price and number and kind of shares as
are stated in this Warrant, as initially issued.

         Section 3.07 Treatment of Warrantholder. Prior to due presentment for
registration of transfer of this Warrant, the Company may deem and treat the
Warrantholder as the absolute owner of this Warrant (notwithstanding any
notation of ownership or other writing hereon) for all purposes and shall not be
affected by any notice to the contrary.

                                   ARTICLE IV

                          OTHER PROVISIONS RELATING TO
                             RIGHTS OF WARRANTHOLDER

         Section 4.01 No Rights as Stockholders; Notice to Warrantholders.
Nothing contained in this Warrant shall be construed as conferring upon the
Warrantholder or its transferees the right to vote or to receive dividends or to
consent or to receive notice as a stockholder in respect of any meeting of
stockholders for the election of directors of the Company or of any other
matter, or any rights whatsoever as stockholders of the Company. The Company
shall give notice to the Warrantholder by certified mail if at any time prior to
the expiration or exercise in full of the Warrants, any of the following events
shall occur:

                  (a) the Company shall authorize the payment of any dividend
payable in any securities upon shares of Common Stock or authorize the making of
any non-cash distribution to the holders of shares of Common Stock;

                  (b) the Company shall authorize the issuance to all holders of
Common Stock of any additional shares of Common Stock or of rights, options or
warrants to subscribe for or purchase Common Stock or of any other subscription
rights, options or warrants;


                                      - 7 -

<PAGE>

                  (c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation, merger, or sale or conveyance of
the property of the Company as an entirety or substantially as an entirety); or

                  (d) a capital reorganization or reclassification of the Common
Stock (other than a subdivision or combination of the outstanding Common Stock
and other than a change in the par value of the Common Stock) or any
consolidation or merger of the Company with or into another corporation (other
than a consolidation or merger in which the Company is the continuing
corporation and that does not result in any reclassification or change of Common
Stock outstanding) or in the case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially an
entirety.

Such giving of notice shall be initiated (i) at least ten Business Days prior to
the date fixed as a record date or effective date or the date of closing of the
Company's stock transfer books for the determination of the stockholders
entitled to such dividend, distribution, or subscription rights, or for the
determination of the stockholders entitled to vote on such proposed merger,
consolidation, sale, conveyance, dissolution, liquidation or winding up. Such
notice shall specify such record date or the date of the closing of the stock
transfer books, as the case may be. Failure to provide such notice shall not
affect the validity of any action taken in connection with such dividend,
distribution or subscription rights, or proposed merger, consolidation, sale,
conveyance, dissolution, liquidation or winding up.

         Section 4.02 Lost, Stolen, Mutilated or Destroyed Warrants. If this
Warrant is lost, stolen, mutilated or destroyed, the Company may, on such terms
as to indemnity or otherwise as it may in its discretion impose (which shall, in
the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination and tenor as, and in substitution for, this
Warrant.

         Section 4.03 Payment of Taxes. The Company shall pay all stamp taxes
attributable to the initial issuance of Warrant Shares issuable upon any
exercise of the Warrant or issuable pursuant to Section 3, excluding any tax or
taxes which may be payable because of the transfer involved in the issuance or
delivery of any certificates for Warrant Shares in a name other than that of the
exercising Warrantholder in respect of which such Warrant Shares are issued.

                                    ARTICLE V

                      RESTRICTIONS ON TRANSFER OF WARRANTS

         Section 5.01  Restrictions on Transfer.

                  (a) The Warrantholder understands and agrees that neither this
Warrant nor the Warrant Shares have been registered under the Securities Act,
and that accordingly they will not be transferable except as permitted under
various exemptions contained in the Securities Act, or upon satisfaction of the
registration and prospectus delivery requirements of the Securities Act.

                                      - 8 -

<PAGE>

                  (b) Neither this Warrant nor the Warrant Shares may be
disposed of or encumbered (any such action, a "Transfer"), except (i) to any
underwriter in connection with a Public Offering of the Common Stock, provided
that this Warrant is exercised immediately upon such Transfer and the shares of
Common Stock issued upon such exercise are sold by such underwriter as part of
such Public Offering and only in accordance with and subject to the provisions
of the Securities Act and the rules and regulations promulgated thereunder, or
(ii) to the extent that, in connection with any such transfer, the Warrantholder
first provides the Company with an opinion of counsel (which may be counsel for
the Company) to the effect that such Transfer will be exempt from the
registration and the prospectus delivery requirements of the Securities Act and
the registration or qualification requirements of any applicable state
securities laws, except that no such opinion will be required with respect to a
sale effected in accordance with Rule 144(k) or Rule 144A under the Securities
Act or pursuant to an effective registration statement under the Act.

                  (c) The Warrantholder understands that the Company shall not
be required to register any transfer of this Warrant or the Warrant Shares not
made in accordance with the restrictions contained herein and that the Company
may make a notation on its records or give instructions to any transfer agent of
this Warrant or the Warrant Shares in order to implement the restrictions on
transfer of this Warrant and the Warrant Shares as provided in paragraph
5.01(b).

                                   ARTICLE VI

                                  OTHER MATTERS

         Section 6.01 Amendments and Waivers. The provisions of this Warrant,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waiver or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority-in-interest of the outstanding Warrants (based
upon the respective number of shares purchasable upon the exercise of the
Warrants). Whenever such consent is required hereunder, such consent may be
effected by any available legal means, including without limitation at a special
or regular meeting, by written consent or otherwise. Holders shall be bound by
any consent agreed to by a majority-in-interest of the Holders, whether or not
certificates representing such Warrants have been marked to indicate such
consent.

         Section 6.02 Governing Law. This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware, notwithstanding
principles of conflicts of laws.

         Section 6.03 Notice. Any notices or certificates by the Company to the
Holder and by the Holder to the Company shall be deemed delivered if in writing
and delivered in person or by certified mail (return receipt requested) to the
Holder addressed to it at the address which Holder has designated in writing to
the Company, and if to the Company, addressed to it at:


                                      - 9 -

<PAGE>

                           eResearchTechnology, Inc.
                           30 South 17th Street
                           Philadelphia, PA  19103
                           Attention:  President and Chief Executive Officer

         The Company may change its address by written notice to the Holder, and
the Holder may change its address by written notice to the Company.

         Section 6.04 Reports under the Securities Exchange Act of 1934. With a
view to making available to the Holder the benefits of Rule 144 promulgated
under the Securities Act and any other rule or regulation of the Securities and
Exchange Commission (the "SEC") that may at any time permit a Holder to sel
securities of the Company to the public without registration, the Company agrees
to:

                  (a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144, at all times after 90 days after the
effective date of the first registration statement filed by the Company for the
offering of its Common Stock to the general public;

                  (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Securities
Exchange Act of 1934; and

                  (c) furnish to any Holder, so long as the Holder owns any
Warrant Shares, forthwith upon request (i) a written statement by the Company
that it has complied with the reporting requirements of SEC Rule 144 (at any
time after 90 days after the effective date of the first registration statement
filed by the Company for the offering of its Common Stock to the general
public), the Securities Act and the Securities Exchange Act of 1934 (at any time
after it has become subject to such reporting requirements), (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company and (iii) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of the SEC
which permits the selling of any such Warrant Shares without registration.

         IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
as of the 27th day of March, 2000.

                                                  eResearchTechnology, Inc.


                                                  By:  /s/ Bruce Johnson
                                                       -----------------------
                                                       Bruce Johnson,
                                                       Vice President and
                                                       Chief Financial Officer



                                     - 10 -

<PAGE>

                                   ASSIGNMENT
                (To be executed only upon assignment of Warrant)




         For value received, _____________________________________________
hereby sells, assigns and transfers unto __________________________ the within
Warrant, together with all right, title and interest therein, and does hereby
irrevocably constitute and appoint ________________________________ attorney, to
transfer said Warrant on the books of the within-named Company with respect to
the number of Warrant Shares set forth below, with full power of substitution in
the premises:


     Name(s) of                                                 Number of
     Assignee(s)                     Address                  Warrant Shares
     -----------                     -------                  --------------








And if said number of Warrant Shares shall not be all the Warrant Shares
purchasable upon exercise of the Warrant, a new Warrant is to be issued in the
name of said undersigned for the balance remaining of the Warrant Shares
represented by said Warrant.

Date:__________________




                                                  -----------------------------
                                                  The above signature should
                                                  correspond exactly with the
                                                  name on the first page of this
                                                  Warrant or with the name of
                                                  the assignee appearing in the
                                                  assignment form.



<PAGE>


                                SUBSCRIPTION FORM
                    (To be executed upon exercise of Warrant)



eResearchTechnology, Inc.:

         The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
_________________ shares of Common Stock, as provided for therein, and tenders
herewith payment of the purchase price in full in the form of (i) cash or a
certified or official bank check in the amount of $____________________ and/or
(ii) shares of Common Stock with a current fair market value, calculated in
accordance with Section 2.01(a)(iii) of the within Warrant, of $ ..

         Please issue a certificate or certificates for such Common Stock in the
name of, and pay cash for any fractional share to:

         (Please print Name, Address and Taxpayer I.D. No.)


                           Name
                               ---------------------------------------

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


                           Taxpayer I.D. No.
                                            --------------------------

         And if said number of shares shall not be all the shares purchasable
under the within Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder
rounded up to the next higher number of shares.



                                      Signature
                                                  -----------------------------
                                                  The above signature should
                                                  correspond exactly with the
                                                  name on the first page of this
                                                  Warrant or with the name of
                                                  the assignee appearing in the
                                                  assignment form.