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                                                                   Exhibit 10.21

                               FORM OF GE WARRANT

NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR
DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES
AND EXCHANGE COMMISSION.

     WARRANT TO PURCHASE _______________________________ SHARES OF COMMON STOCK

                                                     __________________, 200__

THIS CERTIFIES THAT, for value received, GENERAL ELECTRIC CAPITAL CORPORATION
("Holder") is entitled to subscribe for and purchase __________________________
__________ (_________________) shares of the fully paid and nonassessable Common
Stock (the "Shares" or the "Stock") of _______________________________., a
______________________corporation (the "Company"), at the Warrant Price (as
hereinafter defined), subject to the provisions and upon the terms and
conditions hereinafter set forth.

1.  WARRANT PRICE. The Warrant Price shall initially be _____/100 dollars
($.____) per share, subject to adjustment as provided in Section 7 below.

2.  CONDITIONS TO EXERCISE. The purchase right represented by this Warrant may
be exercised at any time, or from time to time, in whole or in part during the
term commencing on the date hereof and ending at 5:00 P.M. Pacific time on the
tenth anniversary of the date of this Warrant.

3.  METHOD OF EXERCISE; PAYMENT: ISSUANCE OF SHARES; ISSUANCE OF NEW WARRANT.

(a) CASH EXERCISE. Subject to Section 2 hereof, the purchase right represented
by this Warrant may be exercised by the Holder hereof, in whole or in part, by
the surrender of this Warrant (with a duly executed Notice of Exercise in the
form attached hereto) at the principal office of the Company (as set forth in
Section 18 below) and by payment to the Company, by check, of an amount equal to
the then applicable Warrant Price per share multiplied by the number of shares
then being purchased. In the event of any exercise of the rights represented by
this Warrant, certificates for the shares of stock so purchased shall be in the
name of, and delivered to, the Holder hereof, or as such Holder may direct
(subject to the terms of transfer contained herein and upon payment by such
Holder hereof of any applicable transfer taxes). Such delivery shall be made
within 30 days after exercise of the Warrant and at the Company's expense and,
unless this Warrant has been fully exercised or expired, a new Warrant having
terms and conditions substantially identical to this Warrant and representing
the portion of the Shares, if any, with respect to which this Warrant shall not
have been exercised, shall also be issued to the Holder hereof within 30 days
after exercise of the Warrant.

(b) NET ISSUE EXERCISE. Holder may also elect to receive shares equal to the
value of this Warrant (or of any portion thereof remaining unexercised) by
surrender of this Warrant at the principal office of the Company together with
notice of such election, in which event the

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Company shall issue to Holder the number of shares of the Company's Common Stock
computed using the following formula:

     X = Y (A-B)
         -------
            A
     Where X = the number of shares of Stock to be issued to Holder.
     Y = the number of shares of Stock purchasable under this Warrant (at the
           date of such calculation).
     A = the Fair Market Value of one share of the Company's Common Stock (at
           the date of such calculation).
     B = Warrant Price (as adjusted to the date of such calculation).

(c) FAIR MARKET VALUE. For purposes of this Section 3, Fair Market Value of one
share of the Company's Stock shall mean:

     (i)       In the event of an exercise in connection with an Initial Public
     Offering, the per share Fair Market Value for the Stock shall be the
     Offering Price at which the underwriters initially sell Common Stock to the
     public multiplied by the number of shares of Stock; or

     (ii)      The average of the closing bid and asked prices of Common Stock
     quoted in the Over-The-Counter Market Summary, the last reported sale price
     quoted on the Nasdaq National Market ("NNM") or on any exchange on which
     the Common Stock is listed, whichever is applicable, as published in the
     Western Edition of the WALL STREET JOURNAL for the ten (10) trading days
     prior to the date of determination of Fair Market Value, multiplied by the
     number of shares of; or

     (iii)     In the event of an exercise in connection with a merger,
     acquisition or other consolidation in which the Company is not the
     surviving entity, the per share Fair Market Value for the Stock shall be
     the value to be received per share of Common Stock by all holders of the
     Common Stock in such transaction as determined by the Board of Directors;
     or

     (iv)      In any other instance, the per share Fair Market Value for the
     Stock shall be as determined in good faith by the Company's Board of
     Directors.

     In the event of 3(c)(iii) or 3(c)(iv), above, the Company's Board of
     Directors shall prepare a certificate, to be signed by an authorized
     officer of the Company, setting forth in reasonable detail the basis for
     and method of determination of the per share Fair Market Value of the
     Stock. The Board will also certify to the Holder that this per share Fair
     Market Value will be applicable to all holders of the Company's Common
     Stock. Such certification must be made to Holder at least thirty (30)
     business days prior to the proposed effective date of the merger,
     consolidation, sale, or other triggering event as defined in 3(c)(iii) or
     3(c)(iv).

(d) AUTOMATIC EXERCISE. To the extent this Warrant is not previously exercised,
it shall be automatically exercised in accordance with Sections 3(b) and 3(c)
hereof (even if not surrendered) immediately before its expiration, involuntary
termination or cancellation.

4.  REPRESENTATIONS AND WARRANTIES OF HOLDER AND THE COMPANY

(a) Representations and Warranties by Holder. The Holder represents and warrants
to the Company with respect to this purchase as follows:

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     (i)       The Holder has substantial experience in evaluating and investing
     in private placement transactions of securities of companies similar to the
     Company so that the Holder is capable of evaluating the merits and risks of
     its investment in the Company and has the capacity to protect its
     interests.

     (ii)      Except for transfers to a Holder's affiliates, the Holder is
     acquiring the Warrant and the Shares of Stock issuable upon exercise of the
     Warrant (collectively the "Securities") for investment for its own account
     and not with a view to, or for resale in connection with, any distribution
     thereof. The Holder understands that the Securities have not been
     registered under the Securities Act of 1933, as amended (the "Act") by
     reason of a specific exemption from the registration provisions of the Act
     which depends upon, among other things, the bona fide nature of the
     investment intent as expressed herein.

     (iii)     The Holder acknowledges that the Securities must be held
     indefinitely unless subsequently registered under the Act or an exemption
     from such registration is available. The Holder is aware of the provisions
     of Rule 144 promulgated under the Act.

     (iv)      The Holder is an "accredited investor" within the meaning of
     Regulation D promulgated under the Act.

     (v)       The Holder has had an opportunity to discuss the Company's
     business, management and financial affairs with its management and an
     opportunity to review the Company's facilities. The Holder understands that
     such discussions, as well as the written information issued by the Company,
     were intended to describe the aspects of the Company's business and
     prospects which the Company believes to be material but were not
     necessarily a thorough or exhaustive description.

(b) Company hereby represents and warrants to Holder that, [except as set forth
in the schedule attached to this Warrant as EXHIBIT A (the "DISCLOSURE
SCHEDULE")], the statements in the following paragraphs of this Section 4(b) are
true and correct (a) as of the date hereof and (b) except where any such
representation and warranty relates specifically to an earlier date, as of the
date of any exercise of this Warrant.

               ( i )    CORPORATE ORGANIZATION AND AUTHORITY. Company (a) is a
corporation duly organized, validly existing, and in good standing in its
jurisdiction of incorporation, (b) has the corporate power and authority to own
and operate its properties and to carry on its business as now conducted and as
proposed to be conducted; and (c) is qualified as a foreign corporation in all
jurisdictions where such qualification is required.

               ( ii )   CORPORATE POWER. Company has all requisite legal and
corporate power and authority to execute, issue and deliver the Warrant, to
issue the Common Stock issuable upon exercise or conversion of the Warrant, and
to carry out and perform its obligations under the Warrant and any related
agreements.

               ( iii )  AUTHORIZATION; ENFORCEABILITY. All corporate action on
the part of Company, its officers, directors and shareholders necessary for the
authorization, execution, delivery and performance of its obligations under this
Warrant and for the authorization, issuance and delivery of the Warrant and
Stock issuable upon exercise of the Warrant has been taken and

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this Warrant constitutes the legally binding and valid obligation of Company
enforceable in accordance with its terms.

               ( iv )   VALID ISSUANCE OF WARRANT AND COMMON STOCK  The Warrant
has been validly issued and is free of restrictions on transfer other than
restrictions on transfer set forth herein and under applicable state and federal
securities laws. The Common Stock issuable upon conversion of this Warrant, when
issued, sold and delivered in accordance with the terms of this Warrant for the
consideration expressed herein, will be duly and validly issued, fully paid and
nonassessable, and will be free of restrictions on transfer other than
restrictions on transfer under this Warrant and under applicable state and
federal securities laws. Subject to applicable restrictions on transfer, the
issuance and delivery of the Warrant and the Common Stock issuable upon
conversion of the Warrant are not subject to any preemptive or other similar
rights or any liens or encumbrances except as specifically set forth in
Company's Certificate of Incorporation or this Warrant. The offer, sale and
issuance of the Warrant and Common Stock, as contemplated by this Warrant, are
exempt from the prospectus and registration requirements of applicable United
States federal and state security laws, and neither Company nor any authorized
agent acting on its behalf has or will take any action hereafter that would
cause the loss of such exemption.

               ( v )    NO CONFLICT WITH OTHER INSTRUMENTS. The execution,
delivery, and performance of this Warrant will not result in any violation of,
be in conflict with, or constitute a default under, with or without the passage
of time or the giving of notice (a) any provision of Company's Certificate of
Incorporation or by-laws; (b) any provision of any judgment, decree, or order to
which Company is a party or by which it is bound or an event which results in
the creation of any material lien, charge or encumbrance upon any material
assets of Company; (c) any contract, obligation, or commitment to which Company
is a party or by which it is bound; or (d) any statute, rule, or governmental
regulation applicable to Company.

               ( vi )   CAPITALIZATION. As of recent date, the authorized
capital stock of Company consists of ___________________ shares of [Common
Stock], _______ par value, of which _______________ were issued and outstanding,
[and ___________ shares of Preferred Stock, __________ par value, of
which _______________ were issued and outstanding]. The outstanding shares have
been duly authorized and validly issued (including, without limitation, issued
in compliance with applicable federal and state securities laws), are fully paid
and nonassessable [and have been issued in compliance with the registration and
prospectus delivery requirements of the Securities Act and the registration and
qualification requirements of all applicable state securities laws, or in
compliance with applicable exemptions therefrom]. Company has
reserved ________________ shares of Common Stock for issuance upon exercise of
this Warrant. Except as set forth in Section 4(b) of the Disclosure Schedule,
there are no outstanding warrants, options, conversion privileges, preemptive
rights or other rights or agreements to purchase or otherwise acquire or issue
any equity securities or convertible Securities of Company, nor has the issuance
of any of the aforesaid rights to acquire securities of Company been authorized.

               ( vii )  GOVERNMENTAL CONSENTS. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority on the part of
Company is required in connection with the offer, sale or issuance of the
Warrant (and the Stock issuable upon the exercise of this Warrant), or the
consummation of any other transaction contemplated hereby, except for the
following: (a) the filing of a notice on Form D under the Act and b) the
compliance with other applicable state

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securities laws, which compliance will have occurred within the appropriate time
periods therefore. The offer, sale and issuance of the Warrant and the shares of
Stock in conformity with the terms of this Warrant are exempt from the
registration requirements of the Act and any applicable state laws.

5.  LEGENDS.

(a)   Each certificate representing the Securities shall be endorsed with the
      following legend:

               THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
               ACT OF 1933 AND MAY NOT BE TRANSFERRED UNLESS COVERED BY AN
               EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT, A "NO ACTION"
               LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT
               TO SUCH TRANSFER, A TRANSFER MEETING THE REQUIREMENTS OF RULE 144
               OF THE SECURITIES AND EXCHANGE COMMISSION, OR (IF REASONABLY
               REQUIRED BY THE COMPANY) AN OPINION OF COUNSEL SATISFACTORY TO
               THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM
               SUCH REGISTRATION.

The Company need not enter into its stock records a transfer of Securities
unless the conditions specified in the foregoing legend are satisfied. The
Company may also instruct its transfer agent not to allow the transfer of any of
the Shares unless the conditions specified in the foregoing legend are
satisfied.

(b) REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS. The legend relating to the Act
endorsed on a certificate pursuant to paragraph 5(a) of this Warrant shall be
removed and the Company shall issue a certificate without such legend to the
Holder of the Securities if (i) the Securities are registered under the Act and
a prospectus meeting the requirements of Section 10 of the Act is available or
(ii) the Holder provides to the Company an opinion of counsel for the Holder
reasonably satisfactory to the Company, a no-action letter or interpretive
opinion of the staff of the SEC reasonably satisfactory to the Company, or other
evidence reasonably satisfactory to the Company, to the effect that public sale,
transfer or assignment of the Securities may be made without registration and
without compliance with any restriction such as Rule 144.

6.  CONDITION OF TRANSFER OR EXERCISE OF WARRANT. It shall be a condition to any
transfer or exercise of this Warrant that at the time of such transfer or
exercise, the Holder shall provide the Company with a representation in writing
that the Holder or transferee is acquiring this Warrant and the shares of Stock
to be issued upon exercise for investment purposes only and not with a view to
any sale or distribution, or will provide the Company with a statement of
pertinent facts covering any proposed distribution. As a further condition to
any transfer of this Warrant or any or all of the shares of Stock issuable upon
exercise of this Warrant, other than a transfer registered under the Act, the
Company may request a legal opinion, in form and substance satisfactory to the
Company and its counsel, reciting the pertinent circumstances surrounding the
proposed transfer and stating that such transfer is exempt from the registration
and prospectus delivery requirements of the Act. The Company shall not require
Holder to provide an opinion of counsel if the transfer is to an affiliate of
Holder. Each certificate evidencing the shares issued upon exercise of the
Warrant or upon any transfer of the shares (other than a transfer registered

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under the Act or any subsequent transfer of shares so registered) shall, at the
Company's option, if the Shares are not freely saleable under Rule 144(k) under
the Act, contain a legend in form and substance satisfactory to the Company and
its counsel, restricting the transfer of the shares to sales or other
dispositions exempt from the requirements of the Act. As further condition to
each transfer, at the request of the Company, the Holder shall surrender this
Warrant to the Company and the transferee shall receive and accept a Warrant, of
like tenor and date, executed by the Company.

7.  ADJUSTMENT FOR CERTAIN EVENTS. The number and kind of securities purchasable
upon the exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time upon the occurrence of certain events, as follows:

     (a) RECLASSIFICATION OR MERGER. In case of any reclassification or change
of securities of the class issuable upon exercise of this Warrant (other than a
change in par value, or from par value to no par value, or from no par value to
par value, or as a result of a subdivision or combination), or in case of any
merger of the Company with or into another corporation (other than a merger with
another corporation in which the Company is the acquiring and the surviving
corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), or in case of
any sale of all or substantially all of the assets of the Company, the Company,
or such successor or purchasing corporation, as the case may be, shall duly
execute and deliver to the Holder a new Warrant (in form and substance
satisfactory to the Holder of this Warrant), or the Company shall make
appropriate provision without the issuance of a new Warrant, so that the Holder
shall have the right to receive, at a total purchase price not to exceed that
payable upon the exercise of the unexercised portion of this Warrant, and in
lieu of the shares of Stock theretofore issuable upon exercise of this Warrant,
the kind and amount of shares of stock, other securities, money and property
receivable upon such reclassification, change, merger or sale by a Holder of the
number of shares of Stock then purchasable under this Warrant, or in the case of
such a merger or sale in which the consideration paid consists all or in part of
assets other than securities of the successor or purchasing corporation, at the
option of the Holder, the securities of the successor or purchasing corporation
having a value at the time of the transaction equivalent to the value of the
Stock purchasable upon exercise of this Warrant at the time of the transaction.
Any new Warrant shall provide for adjustments that shall be as nearly equivalent
as may be practicable to the adjustments provided for in this Section 7. The
provisions of this subparagraph (a) shall similarly apply to successive
reclassifications, changes, mergers and transfers.

     (b) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time while
this Warrant remains outstanding and unexpired shall subdivide or combine its
outstanding shares of Common Stock, the Warrant Price shall be proportionately
decreased and the number of Shares issuable hereunder shall be proportionately
increased in the case of a subdivision and the Warrant Price shall be
proportionately increased and the number of Shares issuable hereunder shall be
proportionately decreased in the case of a combination.

     (c) STOCK DIVIDENDS AND OTHER DISTRIBUTIONS. If the Company at any time
while this Warrant is outstanding and unexpired shall (i) pay a dividend with
respect to Common Stock payable in Common Stock, then the Warrant Price shall be
adjusted, from and after the date of determination of shareholders entitled to
receive such dividend or distribution, to that price determined by multiplying
the Warrant Price in effect immediately prior to such date of determination by a
fraction (A) the numerator of which shall be the total number of shares of

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Common Stock outstanding immediately prior to such dividend or distribution, and
(B) the denominator of which shall be the total number of shares of Common Stock
outstanding immediately after such dividend or distribution; or (ii) make any
other distribution with respect to Common Stock (except any distribution
specifically provided for in Sections 7(a) and 7(b)), then, in each such case,
provision shall be made by the Company such that the Holder of this Warrant
shall receive upon exercise of this Warrant a proportionate share of any such
dividend or distribution as though it were the Holder of the Common Stock as of
the record date fixed for the determination of the shareholders of the Company
entitled to receive such dividend or distribution.

     (d) ADJUSTMENT OF NUMBER OF SHARES. Upon each adjustment in the Warrant
Price, the number of Shares purchasable hereunder shall be adjusted, to the
nearest whole share, to the product obtained by multiplying the number of Shares
purchasable immediately prior to such adjustment in the Warrant Price by a
fraction, the numerator of which shall be the Warrant Price immediately prior to
such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter.

8. NOTICE OF ADJUSTMENTS. Whenever any Warrant Price or the kind or number of
securities issuable under this Warrant shall be adjusted pursuant to Section7
hereof, the Company shall prepare a certificate signed by an officer of the
Company setting forth, in reasonable detail, the event requiring the adjustment,
the amount of the adjustment, the method by which such adjustment was
calculated, and the Warrant Price and number or kind of shares issuable upon
exercise of the Warrant after giving effect to such adjustment, and shall cause
copies of such certificate to be mailed (by certified or registered mail, return
receipt required, postage prepaid) within thirty (30) days of such adjustment to
the Holder of this Warrant as set forth in Section 17 hereof.

9. TRANSFERABILITY OF WARRANT. This Warrant is transferable on the books of the
Company at its principal office by the registered Holder hereof upon surrender
of this Warrant properly endorsed, subject to compliance with Section 6 and
applicable federal and state securities laws. The Company shall issue and
deliver to the transferee a new Warrant representing the Warrant so transferred.
Upon any partial transfer, the Company will issue and deliver to Holder a new
Warrant with respect to the Warrant not so transferred. Holder shall not have
any right to transfer any portion of this Warrant to any direct competitor of
the Company.

10. REGISTRATION RIGHTS The Company grants registration rights to the Holder of
this Warrant for any Common Stock of the Company obtained upon exercise of this
Warrant in parity to the registration rights granted to other holders of the
Common Stock and agrees that the Holder of this Warrant shall be added as a
party to that certain ___________________________ dated as of _______________ of
the Company (the "Registration Rights Agreement"), and that the Shares shall be
made "Registrable Securities" under the Registration Rights Agreement.

[Company agrees to provide the registration rights to Holder as stated in the
Annex A]

11. NO FRACTIONAL SHARES. No fractional share of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional share the
Company shall make a cash payment therefor upon the basis of the Warrant Price
then in effect.

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12. CHARGES, TAXES AND EXPENSES. Issuance of certificates for shares of Common
Stock upon the exercise of this Warrant shall be made without charge to the
Holder for any United States or state of the United States documentary stamp tax
or other incidental expense with respect to the issuance of such certificate,
all of which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the Holder.

13. NO SHAREHOLDER RIGHTS UNTIL EXERCISE. This Warrant does not entitle the
Holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof.

14. REGISTRY OF WARRANT. The Company shall maintain a registry showing the name
and address of the registered Holder of this Warrant. This Warrant may be
surrendered for exchange or exercise, in accordance with its terms, at such
office or agency of the Company, and the Company and Holder shall be entitled to
rely in all respects, prior to written notice to the contrary, upon such
registry.

15. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft, or
destruction, of indemnity reasonably satisfactory to it, and, if mutilated, upon
surrender and cancellation of this Warrant, the Company will execute and deliver
a new Warrant, having terms and conditions substantially identical to this
Warrant, in lieu hereof.

16. MISCELLANEOUS.

          (a) ISSUE DATE. The provisions of this Warrant shall be construed and
          shall be given effect in all respect as if it had been issued and
          delivered by the Company on the date hereof.

          (b) SUCCESSORS. This Warrant shall be binding upon any successors or
          assigns of the Company.

          (c) GOVERNING LAW. This Warrant shall be governed by and construed in
          accordance with the laws of the State of Connecticut.

          (d) HEADINGS. The headings used in this Warrant are used for
          convenience only and are not to be considered in construing or
          interpreting this Warrant.

          (e) SATURDAYS, SUNDAYS, HOLIDAYS. If the last or appointed day for the
          taking of any action or the expiration of any right required or
          granted herein shall be a Saturday or a Sunday or shall be a legal
          holiday in the State of Connecticut, then such action may be taken or
          such right may be exercised on the next succeeding day not a legal
          holiday.

          (f) WAIVER OF JURY TRIAL. Each of the parties hereto hereby waives to
          the fullest extent permitted by applicable law, any right it may have
          to a trial by jury in respect of any litigation directly or indirectly
          arising out of, under or in connection with this Warrant or the
          Shares.

          (g) ATTORNEY'S FEES. In the event of any dispute between the parties
          concerning the terms and provisions of this Warrant, the party
          prevailing in such dispute shall be entitled

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          to collect from the other party all costs incurred in such dispute,
          including reasonable attorney's fees.

17. NO IMPAIRMENT. The Company will not, by amendment of its Certificate of
Incorporation or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all
times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder hereof against impairment.

18. ADDRESSES. Any notice required or permitted hereunder shall be in writing
and shall be mailed by overnight courier, registered or certified mail, return
receipt required, and postage prepaid, or otherwise delivered by hand or by
messenger, addressed as set forth below, or at such other address as the Company
or the Holder hereof shall have furnished to the other party.

               If to the Company:     ____________________________
                                      ____________________________
                                      ____________________________
                                      Attn:_______________________

               If to the Holder:      GENERAL ELECTRIC CAPITAL CORPORATION
                                      83 Wooster Heights Road
                                      Danbury, CT 06810
                                      Attn: Credit Manager


     IN WITNESS WHEREOF, ___________________________________________, has caused
this Warrant to be executed by its officers thereunto duly authorized.

Dated as of ______________________, 200__.

                                           By:
                                               ---------------------------------
                                           Name:
                                                 -------------------------------
                                           Title:
                                                  ------------------------------

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NOTICE OF EXERCISE
TO:


     The undersigned Warrantholder ("Holder") elects to acquire shares of Stock
(the "Common Stock") of _______________________________, (the "Company"),
pursuant to the terms of the Stock Purchase Warrant dated __________________,
200___ (the "Warrant").

1.   The Holder exercises its rights under the Warrant as set forth below:

                   / /      The Holder elects to purchase ______________________
                            shares of Common Stock as provided in Section 3(a)
                            and tenders herewith a check in the amount of
                            $__________________ as payment of the purchase
                            price.

                   / /      The Holder elects to convert the purchase rights
                            into shares of Common Stock as provided in Section
                            3(b) of the Warrant.

2.   The Holder surrenders the Warrant with this Notice of Exercise.

The Holder represents that it is acquiring the aforesaid shares of Common Stock
for investment and not with a view to or for resale in connection with
distribution and that the Holder has no present intention of distributing or
reselling the shares.

Please issue a certificate representing the shares of the Common Stock in the
name of the Holder or in such other name as is specified below:

               Name:
               Address:


               Taxpayer I.D.:

                                           -------------------------------------
                                           (Holder)

                                           By:
                                               ---------------------------------

                                           Title:
                                                  ------------------------------

                                           Date:
                                                 -------------------------------