Exhibit 10.48
                                 -------------




THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT") NOR IS SUCH REGISTRATION  CONTEMPLATED.  SUCH SECURITIES MAY NOT BE SOLD,
PLEDGED,  HYPOTHECATED OR OTHERWISE  TRANSFERRED AT ANY TIME  WHATSOEVER  UNLESS
REGISTERED  UNDER THE ACT AND APPLICABLE  STATE  SECURITIES LAWS OR AN EXEMPTION
FROM SUCH  REGISTRATION IS AVAILABLE,  EXCEPT UPON DELIVERY TO THE COMPANY OF AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY
BE  SATISFACTORY  TO IT AND TO ITS COUNSEL TO THE EFFECT THAT ANY SUCH  TRANSFER
WILL NOT BE IN VIOLATION OF THE ACT, OR APPLICABLE  STATE SECURITIES LAWS OR ANY
RULE OR REGULATION PROMULGATED THEREUNDER.

Warrant No. PA-3                                             Warrant to Purchase
                                                   41,000 Shares of Common Stock
                                                             As Herein Described

                      WARRANT TO PURCHASE COMMON STOCK OF
                          CATEGORY 5 TECHNOLOGIES, INC.

         This is to certify that, for value received, TN Capital Equities, Ltd.,
or its  successors  and assigns  (in each case,  the  "Holder"),  is entitled to
purchase,  subject to the  provisions  of this  warrant  (the  "Warrant"),  from
Category 5 Technologies, Inc., a Nevada corporation (the "Company"), at any time
during the period  from the date  hereof (the  "Commencement  Date")  until 5:00
p.m.,  Pacific time on November 21, 2006 (the "Expiration  Date"), at which time
this Warrant shall expire and become void,  FORTY-ONE  THOUSAND  (41,000) shares
("Warrant  Shares) of the  Company's  Common  Stock,  no par value (the  "Common
Stock")  at a price of $2.00 per share  (the  "Exercise  Price").  The number of
shares of Common Stock to be received  upon  exercise of this  Warrant  shall be
adjusted  from time to time as set forth below.  This Warrant also is subject to
the following terms and conditions:

         1.  Exercise  of  Warrant;  Cashless  Exercise.  This  Warrant  may  be
exercised  in full at any time from and after the date  hereof  and  before  the
Expiration  Date,  but if such  date is a  holiday  on  which  federal  or state
chartered  banking  institutions  located in the State of Utah are authorized to
close,  then on the next  succeeding  day  which  shall  not be such a  holiday.
Exercise shall be by presentation and surrender to, the Company at its principal
office, or at the office of any transfer agent designated by the Company, of (i)
this Warrant,  (ii) the attached  exercise form properly  executed,  and (iii) a
check for the Exercise Price for the number of Warrant  Shares  specified in the
exercise form.  Notwithstanding  any provisions  herein to the contrary,  if the
Market  Price Per Share (as  defined  in  Section 3 below) is  greater  than the
Exercise Price (as adjusted to the last trading day prior to the exercise date),
in lieu of  exercising  this  Warrant for cash.  the Holder may elect to receive
full shares  equal to the value (as  determined  below) of this  Warrant (or the
portion  thereof  being  canceled) by surrender of this Warrant at the principal

                                       1
<PAGE>

office of the Company  together with a written  notice of such election in which
event the Company  shall issue to the Holder a number of shares of Common  Stock
computed using the following formula:

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

            Where:          X=       the number of shares of  Common Stock to be
                                     issued to the Holder
                            Y=       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 canceled
                            A=       the Market Price Per Share (as defined in
                                     Section 3 below)
                            B=       Exercise Price (as adjusted to the last
                                     trading day prior to the exercise date)

         If this Warrant is exercised in part only,  the Company or its transfer
agent shall,  upon  surrender of the Warrant,  execute and deliver a new Warrant
evidencing the rights of the Holder to purchase the remaining  number of Warrant
Shares  purchasable  hereunder.  Upon  receipt by the Company of this Warrant in
proper form for exercise,  accompanied by payment as aforesaid, the Holder shall
be deemed to be the  holder of record of the  Common  Stock  issuable  upon such
exercise,  notwithstanding  that the stock  transfer  books of the Company shall
then be closed or that  certificates  representing such Warrant Shares shall not
then be actually delivered to the Holder.

         2.  Reservation of Shares.  The Company  shall,  at all times until the
expiration of this  Warrant,  reserve for issuance and delivery upon exercise of
this  Warrant the number of Warrant  Shares which shall be required for issuance
and delivery  upon  exercise of this  Warrant.  The Company  covenants  that the
shares of Common  Stock  issuable on  exercise of the Warrant  shall be duly and
validly issued and fully paid and non-assessable and free of liens,  charges and
all taxes with respect to the issue thereof.

         3.  Fractional  Interests.  The Company shall not issue any  fractional
shares or scrip representing  fractional shares upon the exercise or exchange of
this  Warrant.  With  respect  to any  fraction  of a share  resulting  from the
exercise or exchange  hereof,  the Company  shall pay to the Holder an amount in
cash equal to such  fraction  multiplied  by the current  fair market  value per
share of Common Stock  (herein,  the "Market  Price Per Share"),  determined  as
follows:

              3.1 If  the  Common  Stock  is  listed  on a  national  securities
exchange or admitted to unlisted  trading  privileges  on such an exchange,  the
current  fair market 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 mean of the closing
bid and asked prices for such day on such exchange;

              3.2 If the Cormnon  Stock is not so listed or admitted to unlisted
trading  privileges  and bid and asked prices are not so  reported,  the current
fair market  value shall be  determined  by a written  appraisal  prepared by an
appraiser  acceptable to the Company and the Holder of the Warrants evidencing a
majority in number of the total number of Warrant Shares at the time purchasable
upon the  exercise of all then  outstanding  Warrants.  The current  fair market

                                       2
<PAGE>

value is  defined  for  purposes  of this  Section  3.2 as the price in a single
transaction determined on a going-concern basis that would be agreed upon by the
most likely  hypothetical  buyer for a 100%  controlling  interest in the equity
capital of the Company (on a fully diluted basis including any fractional shares
and assuming the exercise in full of all then outstanding  options,  warrants or
otherwise  purchased shares of Common Stock that are then currently  exercisable
at exercise  prices less than the Market Price Per Share),  each extending for a
period of time  considered  sufficient  by all parties to effect the transfer of
goodwill  from the  Seller to the  Buyer  and  disregarding  any  discounts  for
non-marketability  of Common Stock of the Company. In the event that the Company
and said  Holders  cannot,  in good  faith,  agree upon an  appraiser,  then the
Company, on the one hand, and said Holders, on the other hand, shall each select
an appraiser,  the two appraisers so selected shall select a third appraiser who
shall be directed to prepare such a written  appraisal (the "Appraisal") and the
temm current fair market value shall mean the  appraised  value set forth in the
Appraisal  prepared in accordance with this definition.  Except as otherwise set
forth  herein,  the entire cost of the  Appraisal  process shall be borne by the
Company,  but the cost thereof shall be deemed an account payable of the Company
and shall be considered in the determination of the appraised value.

         4. No Rights as Stockholder.  This Warrant shall not entitle the Holder
to any rights as a stockholder of the Company,  either at law or in equity.  The
rights of the Holder are limited to those expressed in this Warrant.

         5. Adjustments.

              5.1  Subdivision  or  Combination  of  Shares.  If the  Company is
recapitalized  through the subdivision or combination of its outstanding  shares
of Common Stock into a larger or smaller number of shares, the number of Warrant
Shares  shall  be  increased  or  reduced,  as  of  the  record  date  for  such
recapitalization,  in the same  proportion  as the  increase  or decrease in the
outstanding  shares of Common Stock, and the Exercise Price shall be adjusted so
that the aggregate  amount payable for the purchase of all of the Warrant Shares
issuable hereunder  immediately after the record date for such  recapitalization
shall equal the aggregate amount so payable immediately before such record date.

              5.2  Dividends  in Common  Stock or  Securities  Convertible  into
Common Stock. If the Company declares a dividend or distribution on Common Stock
payable in Common Stock or securities  convertible into Common Stock, the number
of shares of Common  Stock for which  this  Warrant  may be  exercised  shall be
increased,  as of the record date for determining  which holders of Common Stock
shall be entitled to receive such dividend, in proportion to the increase in the
number  of  outstanding  shares  (and  shares  of  Common  Stock  issuable  upon
conversion of all such securities convertible into Common Stock) of Common Stock
as a result of such dividend or  distribution,  and the Exercise  Price shall be
adjusted  so that the  aggregate  amount  payable  for the  purchase  of all the
Warrant Shares  issuable  hereunder  immediately  after the record date for such
dividend or distribution shall equal the aggregate amount so payable immediately
before such record date.

              5.3 Distributions of Other Securities or Property.

                     (a) Other Securities. If the Company distributes to holders
of its Common Stock, other than as part of its dissolution or liquidation or the
winding up of its  affairs,  any of its  securities  (other than Common Stock or
securities convertible into Common Stock) or any evidence of indebtedness,  then
in each case, the number of Warrant Shares thereafter  purchasable upon exercise
of this Warrant shall be determined by multiplying  the number of Warrant Shares
theretofore  purchasable by a fraction, of which the numerator shall be the then
Market Price Per Share of Common Stock (as determined  pursuant to Section 3) on

                                       3
<PAGE>

the  record  date  mentioned  below in this  Section  5.3(a),  and of which  the
denominator  shall be the then  Market  Price Per Share of Common  Stock on such
record date,  less the then fair value (as determined  pursuant to Section 3) of
the  portion  of the  shares of the  Company's  capital  stock or  evidences  of
indebtedness  distributable  with  respect to each share of Common  Stock.  Such
adjustment  shall be made  whenever  any such  distribution  is made,  and shall
become effective  retroactively  as of the record date for the  determination of
stockholders entitled to receive such distribution.

                     (b) Property.  If the Company distributes to the holders of
its Common Stock,  other than as a part of its dissolution or liquidation or the
winding up of its  affairs,  any of its assets  (including  cash),  the Exercise
Price per  Warrant  Share shall be  reduced,  without any further  action by the
parties hereto, by the Per Share Value (as hereinafter  defined) of the dividend
or distribution.  For the purposes of this Section 5.3(b), the "Per Share Value"
of any  dividend  or  distribution  other  than cash  shall be equal to the fair
market  value of such  non-cash  distribution  on each share of Common  Stock as
determined in good faith by the Board of Directors of the Company; for dividends
or  distributions  of  cash,  the Per  Share  Value  thereof  shall  be the cash
distributed per share of Common Stock.

              5.4 Mergers Sale of Assets. If at any time while this Warrant,  or
any  portion  thereof,  is  outstanding  and  unexpired  there  shall  be  (i) a
reorganization  (other  than  a  combination,   reclassification,   exchange  or
subdivision  of  shares  otherwise  provided  for  herein),  (ii)  a  merger  or
consolidation  of the  Company  with or into  another  corporation  in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving  entity but the shares of the  Company's  capital stock
outstanding  immediately  prior to the  merger  are  converted  by virtue of the
merger  into  other  property,  whether  in the  form of  securities,  cash,  or
otherwise,  or (iii) a sale or transfer of the Company's  properties  and assets
as, or  substantially  as, an entirety to any other  person,  then, as a part of
such reorganization,  merger, consolidation,  sale or transfer, lawful provision
shall be made so that the holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant,  during the period  specified  herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization,  merger,  consolidation,  sale or transfer  that a holder of the
shares  deliverable  upon  exercise of this Warrant  would have been entitled to
receive in such reorganization,  consolidation, merger, sale or transfer if this
Warrant  had been  exercised  immediately  before such  reorganization,  merger,
consolidation,  sale or transfer,  all subject to further adjustment as provided
in this Section 5. The foregoing  provisions of this Section 5.4 shall similarly
apply  to  successive  reorganizations,   consolidations,   mergers,  sales  and
transfers and to the stock or securities  of any other  corporation  that are at
the  time  receivable  upon  the  exercise  of  this  Warrant.  In  all  events,
appropriate  adjustment (as  determined in good faith by the Company's  Board of
Directors)  shall be made in the  application  of the provisions of this Warrant
with respect to the rights and interests of the Holder after the transaction, to
the end that the  provisions  of this  Warrant  shall be  applicable  after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.

              5.5  Reclassification.  If the  Company,  at any time  while  this
Warrant, or any portion thereof, remains outstanding and unexpired, shall change
any of the securities as to which purchase  rights under this Warrant exist,  by
reclassification of securities or otherwise, into the same or a different number


                                       4
<PAGE>

of  securities  of any other class or classes,  this  Warrant  shall  thereafter
represent  the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the  securities  that
were subject to the purchase rights under this Warrant immediately prior to such
reclassification  or other  change  and the  Exercise  Price  therefor  shall be
appropriately  adjusted,  all subject to further  adjustment as provided in this
Section 5.

              5.6 Liquidation. etc. If the Company shall, at any time before the
expiration  of this  Warrant,  dissolve,  liquidate or wind up its  affairs,  or
otherwise  declare a  dividend,  or make a  distribution  to the  holders of its
Common  Stock  generally,  whether  in cash,  property  or  assets  of any kind,
including any dividend  payable in stock or securities of any other issuer owned
by the Company (excluding regularly payable cash dividends declared from time to
time by the  Company's  Board  of  Directors  or any  dividend  or  distribution
referred to in Section 5.2 or Section 5.3), the Exercise Price shall be reduced,
without any further  action by the  parties  hereto,  by the Per Share Value (as
hereinafter defined) of the dividend. For purposes of this Section 5.6, the "Per
Share Value" of a cash dividend or other distribution shall be the dollar amount
of the  distribution  on each share of Common Stock and the "Per Share Value" of
any dividend or  distribution  other than cash shall be equal to the fair market
value of such non-cash  distribution on each share of Common Stock as determined
in good faith by the Board of Directors of the Company.

              5.7 Adjustment for Issuance of Common Stock Below Exercise  Price.
If any time or from time to time during the period from the date of this Warrant
until the Warrant is exercised, the Company shall issue or sell shares of Common
Stock for a consideration  per share less than the then existing Exercise Price,
then and in each  case the  then  Exercise  Price  shall be  reduced,  as of the
opening of  business  on the date of such  issue or sale,  to equal the price at
which such  issuance or sale is made.  The  provisions of this Section 5.7 shall
not  apply  to any  Common  Stock  currently  reserved,  as of the  date of this
Warrant,  for  outstanding  options,   outstanding  warrants,   and  outstanding
convertible debt.

              5.8 Adjustment of Exercise  Price.  Whenever the number of Warrant
Shares  purchasable  upon the exercise of the Warrant is adjusted,  the Exercise
Price with respect to the Warrant Shares shall be adjusted by  multiplying  such
Exercise Price immediately prior to such adjustment by a fraction,  of which the
numerator shall be the number of Warrant Shares purchasable upon the exercise of
the Warrant  immediately prior to such adjustment,  and of which the denominator
shall be the number of Warrant Shares so purchasable immediately thereafter.

              5.9 Notice of  Adjustment.  Whenever the number of Warrant  Shares
purchasable  upon the  exercise  of the  Warrant  or the  Exercise  Price of the
Warrant  Shares is adjusted as provided  herein,  the Company  shall mail to the
Holder a notice of such  adjustment or  adjustments,  prepared and signed by the
President or  Secretary  of the Company,  which sets forth the number of Warrant
Shares  purchasable  upon the exercise of the Warrant and the Exercise  Price of
such  Warrant  Shares  after such  adjustment,  a brief  statement  of the facts
requiring such  adjustment,  and the  computation  by which such  adjustment was
made.

           6. Transfer or Loss of Warrant.

              6.1  Transfer.   This  Warrant  may  be  transferred,   exercised,
exchanged  or  assigned  ("Transfer"  or  "Transferred"),  in  whole or in part,
subject to the  provisions  of this Section 6.1. The Holder shall have the right
to Transfer all or a part of this Warrant and all or part of the Warrant Shares.
The Company  shall  register  on its books any  Transfer  of the  Warrant,  upon
surrender  of same to the Company  with a written  instrument  of Transfer  duly
executed by the registered  Holder or by a duly  authorized  attorney.  Upon any

                                       5
<PAGE>

such  registration  of a  Transfer,  new  Warrant(s)  shall  be  issued  to  the
transferee(s) and the surrendered  Warrant shall be cancelled by the Company.  A
Warrant may also be exchanged,  at the option of the Holder, for one or more new
Warrants  representing  the aggregate  number of Warrant Shares evidenced by the
Warrant surrendered. This Warrant and the Warrant Shares or any other securities
("Other Securities") received upon exercise of this Warrant or the conversion of
the Warrant Shares shall be subject to restrictions on  transferability  imposed
by the Act,  unless  registered  under  the Act,  or unless  an  exemption  from
registration  is  available.  Until this  Warrant and the Warrant  Shares are so
registered,  this  Warrant  and any  certificate  for Warrant  Shares  issued or
issuable  upon  exercise  of this  Warrant  shall  contain  a legend on the face
thereof, in form and substance satisfactory to counsel for the Company,  stating
that this Warrant or the Warrant Shares may not be  Transferred  unless,  in the
opinion  of counsel  satisfactory  to the  Company,  which may be counsel to the
Company,  that the Warrant or the Warrant Shares may be Transferred without such
registration.  This  Warrant  and the  Warrant  Shares  may also be  subject  to
restrictions on  transferability  under  applicable state securities or blue sky
laws.

              6.2 Compliance with Laws. Until this Warrant or the Warrant Shares
are  registered  under the Act,  the Company  may  require,  as a  condition  of
Transfer of this Warrant or the Warrant Shares that the  transferee  (who may be
the  Holder in the case of an  exchange)  represent  that the  securities  being
Transferred are being acquired for investment  purposes and for the transferee's
own  account  and  not  with a view  to or  for  sale  in  connection  with  any
distribution  of the security.  The Company may also require that the transferee
provide  written  information  adequate to establish  that the  transferee is an
"accredited  investor"  within the meaning of Regulation D issued under the Act,
or otherwise meets all qualifications necessary to comply with exemptions to the
Act, all as determined by counsel to the Company.

              6.3 Loss of  Warrant.  Upon  receipt by the  Company  of  evidence
reasonably satisfactory to it of loss, theft,  destruction or mutilation of this
Warrant  and,  in  the  case  of  loss,  theft  or  destruction,  of  reasonable
satisfactory  indemnification,  or, in the case of mutilation, upon surrender of
this  Warrant,  the Company will  execute and deliver,  or instruct its transfer
agent to execute and  deliver,  a new  Warrant of like tenor and date,  any such
lost,  stolen  or  destroyed  Warrant  thereupon  shall  become  void.

         7. Registration Rights. The Company shall be obligated to any Holder of
Warrant Shares as follows:

              (a) Whenever the Company  proposes to file with the Securities and
Exchange Commission a Registration  Statement (other than on Form S-4, Form S-8
or as to securities issued pursuant to an employee benefit plan or a transaction
subject to Rule 145 promulgated under the Act), it shall, at least 30 days prior
to each such filing,  give  written  notice of such  proposed  filing (a "Filing
Notice")  to the Holder and each  holder of Warrant  Shares at their  respective
addresses  as they appear on the records of the  Company,  pursuant to which the
Company  shall offer to include in such filing any or all of the Warrant  Shares
purchasable  under the  Warrant  and any Warrant  Shares  theretofore  issued on
exercise of any portion of the Warrant. The Holder and holders of Warrant Shares
shall  have  until  the 10th day  after  receipt  of such  notice to send to the
Company a written  request or requests  (a  "Registration  Request")  that shall
specify  the  number of  Warrant  Shares  which the  Holder or holder of Warrant
Shares desires to have included in such filing (the  aggregate  amounts of which
specified  in all such  Registration  Requests  of the Holder and the holders of
Warrant   Shares  shall  be  referred  to   hereinafter   as  the   "Registrable
Securities").  The  Company  shall  include  in such  filing,  at the  Company's
expense,  for  registration  under the Act, the aggregate  number of Registrable
Securities  which the Holder or holders of Warrant Shares  requested be included
in such filing.  In the event that the managing  underwriter  for said  offering

                                       6
<PAGE>

advises the Company and the holders of the  Registrable  Shares in writing  that
the inclusion of such  securities in the offering  would be  detrimental  to the
offering of any shares or other  securities to be sold and issued by the Company
pursuant  to such  Registration  Statement,  the  Company  will  include in such
Registration  Statement the number of Registrable Shares which in the opinion of
such  managing  underwriter  can be  included  in such  Registration  Statement,
together  with  the  shares  of all  other  shareholders  who  exercise  similar
registration  rights to have their  shares sold  pursuant  to such  Registration
Statement,  on a pro-rata basis among all holders of such Registrable Shares and
other shares according to the ratio that the number of Registrable  Shares owned
by the  Holder  hereof and any such other  holder  bears to the total  number of
Registrable Shares and other shares owned by all such holders.

              (b) In  consideration  for the Company agreeing to its obligations
under this Section 7, the holder of Registrable Shares agrees in connection with
any  registration  of the  Company's  securities  that,  upon the request of the
Company or the underwriters  managing any underwritten offering of the Company's
securities,  not to sell, make any short sale of, loan, grant any option for the
purchase of or otherwise  dispose of any  Registrable  Shares  (other than those
included in the  registration)  without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not to exceed
120 days) from the  effective  date of such  registration  as the Company or the
underwriters may specify.

              (c) The  foregoing  rights  shall be subject  to the  registration
rights set forth in a separate  registration rights agreement being entered into
between the Company and the initial Holder.  The provisions of such registration
rights  agreement  shall  supercede and take  precedence  over the  registration
provisions of this Section 7.

           8. Indemnification.

              (a) The Company will, and does hereby  undertake to, indemnify and
hold harmless each Holder, each of such Holder's officers,  directors,  partners
and  agents,  and each  person  controlling  such  Holder,  with  respect to any
registration,  qualification,  or compliance effected pursuant to Section 8, and
each underwriter,  if any, and each person who controls any underwriter,  of the
Registrable  Shares  held by or  issuable  to such  Holder,  against all claims,
losses,  damages,  and liabilities (or actions in respect thereto) to which they
may become  subject  under the Act,  the  Securities  Exchange  Act of 1934,  as
amended, (the "1934 Act"), or other federal or state law arising out of or based
on (i) any untrue  statement  (or alleged  untrue  statement) of a material fact
contained  in any  prospectus,  offering  circular,  or other  similar  document
(including  any  related  Registration.  Statement,  notification,  or the like)
incident to any such registration, qualification, or compliance, or based on any
omission (or alleged  omission) to state  therein a material fact required to be
stated therein or necessary to make the statements  therein not  misleading,  or
(ii) any violation or alleged violation by the Company of any federal,  state or
common law rule or regulation  applicable to the Company in connection  with any
such  registration,   qualification,  or  compliance,  and  will  reimburse,  as
incurred, each Holder, each underwriter,  and each director,  officer,  partner,
agent and controlling  person,  for any legal and any other expenses  reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage,  liability,  or action;  provided that the Company will not be liable in
any such case to the extent  that any such claim,  loss,  damage,  liability  or
expense,  arises out of or is based on any untrue  statement  or omission  based
upon written information furnished to the Company by an instrument duly executed
by any of the  Holders  or  underwriter  and stated to be  specifically  for use
therein.




                                       7
<PAGE>

              (b)Each Holder will, if Registrable  Shares held by or issuable to
such Holder are included in such  registration,  qualification,  or  compliance,
severally and not jointly,  indemnify the Company,  each of its  directors,  and
each officer who signs a  Registration  Statement in connection  therewith,  and
each person controlling the Company, each underwriter,  if any, and, each person
who controls any  underwriter,  of the  Company's  securities  covered by such a
Registration Statement, against all claims, losses, damages, and liabilities (or
actions in respect  thereof) arising out of or based on any untrue statement (or
alleged untrue  statement) of a material fact contained in any such Registration
Statement, prospectus, offering circular, or other document, or any omission (or
alleged omission) to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading,  and will reimburse,
as incurred,  the Company,  and each such  underwriter or other person,  for any
legal  or  any  other   expenses   reasonably   incurred  in  connection   faith
investigating or defending any such claim, loss, damage,  liability,  or action,
in each case to the extent,  but only to the extent,  that such untrue statement
(or alleged untrue statement) or omission (or alleged omission) was made in such
Registration  Statement,  prospectus,  offering circular,  or other document, in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company  by an  instrument  duly  executed  by  such  Holder  and  stated  to be
specifically for use therein; provided, however, that the liability of each such
Holder  hereunder  shall be limited to the net proceeds  received by such Holder
from the sale of securities under such Registration  Statement. In no event will
any Holder be required to enter into any agreement or  undertaking in connection
with any registration under this Section 8 providing for any  indemnification or
contribution  obligations  on the part of such Holder greater than such Holder's
obligations under this Section 8.

              (c) Each party  entitled to  indemnification  under this Section 8
(the  "Indemnified  Party")  shall give notice to the party  required to provide
such  indemnification  (the  "Indemnifying  Party")  of any  claim  as to  which
indemnification  may be sought promptly after such Indemnified  Party has actual
knowledge  thereof,  and the Indemnifying  Party shall assume the defense of any
such claim or any litigation resulting therefrom;  provided that counsel for the
Indemnifying  Party,  who shall conduct the defense of such claim or litigation,
shall be subject to approval by the Indemnified  Party (whose approval shall not
be  unreasonably  withheld) and the  Indemnified  Party may  participate in such
defense  with its  separate  counsel  at the  Indemnifying  Party's  expense  if
representation of such Indemnified Party would be inappropriate due to actual or
potential differing interests between such Indemnified Party and any other party
represented by such counsel in such  proceeding;  and provided  further that the
failure of any  Indemnified  Party to give notice as provided  herein  shall not
relieve the Indemnifying  Party of its obligations  under this Section 8, except
to the extent that such failure to give notice shall materially adversely affect
the Indemnifying  Party in the defense of any such claim or any such litigation.
No Indemnifying  Party,  in the defense of any such claim or litigation,  shall,
except  with the  consent  of each  Indemnified  Party,  consent to entry of any
judgment or enter into any settlement that does not include as an  unconditional
term  thereof  the  giving  by  the  claimant  or  plaintiff  therein,  to  such
Indemnified  Party,  of a release from all liability in respect to such claim or
litigation.

              (d)  If  any  Holder  includes   Registrable   Securities  in  any
registration,  such  Holder  shall  furnish  to  the  Company  such  information
regarding  such Holder,  and the  distribution  proposed by such Holder,  as the
Company may reasonably request in writing and as shall be required in connection
with any registration,  qualification,  or compliance  referred to in Sections 7
and 8.

         9. No Impairment. The Company will not, by amendment of its Articles of
Incorporation or otherwise, avoid or seek to avoid the observance or performance

                                       8
<PAGE>

of any of the terms of this Warrant,  but will at all times, in good faith, take
all such  action as may be  necessary  or  appropriate  in order to protect  the
rights of the Holder against impairment.

         10. Restrictive  Legend.  Unless and until otherwise  permitted by this
Section 10, each  certificate  for Warrants  issued under this  Agreement,  each
certificate for any Warrants  issued to any transferee of any such  certificate,
each  certificate for any Warrant Shares issued upon exercise of any Warrant and
each  certificate  for any Warrant  Shares issued to any  transferee of any such
certificate,   shall  be  stamped  or  otherwise  imprinted  with  a  legend  in
substantially the following form:

         "THE SECURITIES  REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT") NOR IS SUCH REGISTRATION  CONTEMPLATED.  SUCH SECURlTIES MAY
NOT BE  SOLD,  PLEDGED,  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  AT  ANY  TIME
WHATSOEVER  UNLESS REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE, EXCEPT UPON DELIVERY TO THE
COMPANY OF AN OPTION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS
NOT REQUIRED FOR SUCH  TRANSFER OR THE  SUBMISSION  TO THE COMPANY OF SUCH OTHER
EVIDENCE AS MAY BE  SATISFACTORY TO IT AND TO ITS COUNSEL TO THE EFFECT THAT ANY
SUCH  TRANSFER  WILL  NOT  BE IN  VIOLATION  OF THE  ACT,  OR  APPLICABLE  STATE
SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER."

         11. Holder's Representations  Regarding the Warrant. With regard to the
Warrant  Shares that may be issued to the Holder upon  exercise of the  Warrant,
Holder represents and warrants to the Company that:

              11.1  Holder has had the  opportunity  to be  represented  by such
legal and tax counsel and others,  each of whom has been personally  selected by
Holder,  as Holder has found  important or necessary to consult  concerning this
transaction,  and any  representation  has included an examination of applicable
documents, and analysis of all tax, financial,  corporate law and securities law
aspects.  Holder,  her counsel and  advisors,  and such other  persons with whom
Holder has found it important or necessary to consult,  has sufficient knowledge
and  experience  in  business  and  financial  matters  to  evaluate  the  above
information,  and the  merits  and  risks of the  terms  and  conditions  of the
Warrant, and to make an informed investment decision with respect thereto.

              11.2 The Company  has made  available  to Holder,  and to Holder's
counsel and advisors, prior to the date hereof:

                     (i) the  opportunity  to ask  questions  of, and to receive
answers  from,  the  Company,  its  representatives,  concerning  the  terms and
conditions of the Warrant; and

                     (ii) access to obtaining information,  documents, financial
statements,  records and books (A)  relative to the  Company,  the  business and
investment  in the  Company,  and (B)  necessary  to verify the  accuracy of any
information  furnished to the Holder. All materials and information requested by
Holder, and Holder's counsel and advisors,  or others representing  Holder, have
been made available and examined.

                                       9
<PAGE>