THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE OF
     THIS  WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF
     1933, AS AMENDED,  OR ANY STATE  SECURITIES LAWS. THIS WARRANT AND THE
     COMMON STOCK  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
     OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN
     EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND
     ANY  APPLICABLE  STATE  SECURITIES  LAWS  OR  AN  OPINION  OF  COUNSEL
     REASONABLY  SATISFACTORY  TO SCIENCE  DYNAMICS  CORPORATION  THAT SUCH
     REGISTRATION IS NOT REQUIRED.

           Right to Purchase up to 3,000,000 Shares of Common Stock of
                          Science Dynamics Corporation
                          -----------------------------
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                             Issue Date:  November 18, 2005

         SCIENCE DYNAMICS CORPORATION, a corporation organized under the laws of
the State of Delaware ("Science Dynamics  Corporation"),  hereby certifies that,
for value  received,  LAURUS MASTER FUND,  LTD., or assigns (the  "Holder"),  is
entitled, subject to the terms set forth below, to purchase from the Company (as
defined herein) from and after the Issue Date of this Warrant and at any time or
from time to time before 5:00 p.m., New York time, through the close of business
November  18,  2012 (the  "Expiration  Date"),  up to  3,000,000  fully paid and
nonassessable shares of Common Stock (as hereinafter  defined),  $0.01 par value
per share, at the applicable  Exercise Price per share (as defined  below).  The
number and character of such shares of Common Stock and the applicable  Exercise
Price per share are subject to adjustment as provided herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

                  (a)  The  term  "Company"  shall  include   Science   Dynamics
         Corporation  and any  corporation  which shall  succeed,  or assume the
         obligations of, Science Dynamics Corporation hereunder.

                  (b) The term "Common Stock" includes (i) the Company's  Common
         Stock,  par value $0.01 per share;  and (ii) any other  securities into
         which or for which any of the  securities  described  in the  preceding
         clause  (i)  may be  converted  or  exchanged  pursuant  to a  plan  of
         recapitalization, reorganization, merger, sale of assets or otherwise.

                  (c) The term  "Other  Securities"  refers to any stock  (other
         than  Common  Stock) and other  securities  of the Company or any other
         person  (corporate or otherwise) which the holder of the Warrant at any
         time shall be  entitled  to  receive,  or shall have  received,  on the
         exercise of the Warrant,  in lieu of or in addition to Common Stock, or
         which at any time  shall be  issuable  or shall  have  been  issued  in
         exchange  for or in  replacement  of Common  Stock or Other  Securities
         pursuant to Section 4 or otherwise.


<PAGE>

                  (d) The "Exercise  Price"  applicable under this Warrant shall
         be $0.075.

1. Exercise of Warrant.

                  1.1 Number of Shares  Issuable upon  Exercise.  From and after
the date hereof through and including the  Expiration  Date, the Holder shall be
entitled  to receive,  upon  exercise  of this  Warrant in whole or in part,  by
delivery of an original or fax copy of an exercise  notice in the form  attached
hereto  as  Exhibit A (the  "Exercise  Notice"),  shares of Common  Stock of the
Company, subject to adjustment pursuant to Section 4.

                  1.2 Fair Market Value. For purposes  hereof,  the "Fair Market
Value" of a share of Common  Stock as of a particular  date (the  "Determination
Date") shall mean:

                  (a) If the  Company's  Common  Stock is traded on the American
         Stock  Exchange  or  another  national  exchange  or is  quoted  on the
         National or SmallCap Market of The Nasdaq Stock Market, Inc.("Nasdaq"),
         then the closing or last sale  price,  respectively,  reported  for the
         last business day immediately preceding the Determination Date.

                  (b)  If the  Company's  Common  Stock  is  not  traded  on the
         American Stock Exchange or another  national  exchange or on the Nasdaq
         but is  traded  on the NASD OTC  Bulletin  Board,  then the mean of the
         average  of the  closing  bid and asked  prices  reported  for the last
         business day immediately preceding the Determination Date.

                  (c) Except as provided in clause (d) below,  if the  Company's
         Common Stock is not publicly traded, then as the Holder and the Company
         agree or in the absence of agreement by arbitration in accordance  with
         the  rules  then in  effect of the  American  Arbitration  Association,
         before  a  single  arbitrator  to be  chosen  from a panel  of  persons
         qualified  by  education  and  training  to  pass on the  matter  to be
         decided.

                  (d) If the  Determination  Date is the date of a  liquidation,
         dissolution  or winding  up, or any event  deemed to be a  liquidation,
         dissolution or winding up pursuant to the Company's  charter,  then all
         amounts to be payable per share to holders of the Common Stock pursuant
         to the charter in the event of such liquidation, dissolution or winding
         up,  plus all other  amounts to be payable  per share in respect of the
         Common  Stock  in  liquidation  under  the  charter,  assuming  for the
         purposes of this clause (d) that all of the shares of Common Stock then
         issuable  upon  exercise  of  the  Warrant  are   outstanding   at  the
         Determination Date.

                  1.3 Company  Acknowledgment.  The Company will, at the time of
the exercise of the Warrant,  upon the request of the holder hereof  acknowledge
in writing  its  continuing  obligation  to afford to such  holder any rights to
which  such  holder  shall  continue  to be  entitled  after  such  exercise  in
accordance with the provisions of this Warrant. If the holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such holder any such rights.



                                       2
<PAGE>

                  1.4 Trustee for Warrant  Holders.  In the event that a bank or
trust  company  shall  have been  appointed  as trustee  for the  holders of the
Warrant  pursuant to  Subsection  3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as  hereinafter  described)  and shall
accept,  in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

2. Procedure for Exercise.

                  2.1 Delivery of Stock  Certificates,  Etc.,  on Exercise.  The
Company  agrees that the shares of Common Stock  purchased upon exercise of this
Warrant  shall be deemed to be issued to the Holder as the record  owner of such
shares as of the close of business on the date on which this Warrant  shall have
been  surrendered  and payment made for such shares in accordance  herewith.  As
soon as  practicable  after the exercise of this Warrant in full or in part, and
in any event  within  three (3)  business  days  thereafter,  the Company at its
expense  (including the payment by it of any applicable  issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as such Holder (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

                  2.2  Exercise.  Payment  may be made  either (i) in cash or by
certified or official  bank check  payable to the order of the Company  equal to
the applicable  aggregate  Exercise Price,  (ii) by delivery of the Warrant,  or
shares of Common  Stock  and/or  Common Stock  receivable  upon  exercise of the
Warrant in  accordance  with the formula set forth below in this Section 2.2, or
(iii) by a combination of any of the foregoing methods, for the number of Common
Shares  specified  in such  Exercise  Notice (as such  exercise  number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable  to the Holder  per the terms of this  Warrant)  and the  Holder  shall
thereupon be entitled to receive the number of duly authorized,  validly issued,
fully-paid  and  non-assessable  shares  of Common  Stock (or Other  Securities)
determined as provided  herein.  Notwithstanding  any  provisions  herein to the
contrary,  if the Fair Market Value of one share of Common Stock is greater than
the Exercise Price (at the date of  calculation as set forth below),  in lieu of
exercising  this Warrant for cash,  the Holder may elect to receive shares equal
to the value (as determined below) of this Warrant (or the portion thereof being
exercised) by surrender of this Warrant at the  principal  office of the Company
together with the properly  endorsed  Exercise Notice 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



                                       3
<PAGE>

         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   exercised  (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 =               Exercise Price (as adjusted to the date of such
                           calculation)

3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

                  3.1 Reorganization, Consolidation, Merger, Etc. In case at any
time or from time to time,  the Company shall (a) effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

                  3.2  Dissolution.  In  the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets, the Company,  concurrently with any distributions made to holders of its
Common  Stock,  shall at its  expense  deliver or cause to be  delivered  to the
Holder  the stock and other  securities  and  property  (including  cash,  where
applicable) receivable by the Holder of the Warrant pursuant to Section 3.1, or,
if the  Holder  shall  so  instruct  the  Company,  to a bank or  trust  company
specified  by the  Holder and having  its  principal  office in New York,  NY as
trustee for the Holder of the Warrant (the "Trustee").

                  3.3   Continuation   of   Terms.   Upon  any   reorganization,
consolidation,  merger or transfer (and any dissolution  following any transfer)
referred to in this  Section 3, this  Warrant  shall  continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other
securities  and property  receivable  on the exercise of this Warrant  after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of dissolution  following any such transfer,  as the case may be, and shall
be binding upon the issuer of any such stock or other securities,  including, in
the case of any such transfer,  the person acquiring all or substantially all of
the  properties or assets of the Company,  whether or not such person shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holders  of  the  Warrant  will  be  delivered  to  Holder  or  the  Trustee  as
contemplated by Section 3.2.


                                       4
<PAGE>

4.       Extraordinary  Events  Regarding  Common  Stock.  In the event that the
         Company  shall (a) issue  additional  shares of the  Common  Stock as a
         dividend  or  other  distribution  on  outstanding  Common  Stock,  (b)
         subdivide its  outstanding  shares of Common Stock,  or (c) combine its
         outstanding  shares of the Common Stock into a smaller number of shares
         of the Common  Stock,  then,  in each such event,  the  Exercise  Price
         shall,  simultaneously with the happening of such event, be adjusted by
         multiplying  the then  Exercise  Price by a fraction,  the numerator of
         which  shall be the  number  of  shares  of  Common  Stock  outstanding
         immediately  prior to such event and the  denominator of which shall be
         the number of shares of Common Stock outstanding immediately after such
         event,  and the product so obtained  shall  thereafter  be the Exercise
         Price then in effect.  The Exercise  Price,  as so  adjusted,  shall be
         readjusted  in the same manner  upon the  happening  of any  successive
         event or events  described  herein  in this  Section  4. The  number of
         shares  of  Common  Stock  that  the  holder  of  this  Warrant   shall
         thereafter,  on the  exercise  hereof  as  provided  in  Section  1, be
         entitled  to  receive  shall  be  adjusted  to a number  determined  by
         multiplying  the number of shares of Common Stock that would  otherwise
         (but for the provisions of this Section 4) be issuable on such exercise
         by a fraction of which (a) the  numerator  is the  Exercise  Price that
         would  otherwise  (but  for the  provisions  of this  Section  4) be in
         effect,  and (b) the denominator is the Exercise Price in effect on the
         date of such exercise.

5.       Certificate  as to  Adjustments.  In  each  case of any  adjustment  or
         readjustment  in the  shares  of Common  Stock  (or  Other  Securities)
         issuable  on the  exercise of the  Warrant,  the Company at its expense
         will promptly cause its Chief  Financial  Officer or other  appropriate
         designee to compute such  adjustment or readjustment in accordance with
         the terms of the Warrant and prepare a  certificate  setting forth such
         adjustment or  readjustment  and showing in detail the facts upon which
         such adjustment or readjustment is based,  including a statement of (a)
         the  consideration  received  or  receivable  by the  Company  for  any
         additional shares of Common Stock (or Other Securities)  issued or sold
         or  deemed to have been  issued  or sold,  (b) the  number of shares of
         Common  Stock  (or  Other  Securities)  outstanding  or  deemed  to  be
         outstanding,  and (c) the  Exercise  Price and the  number of shares of
         Common Stock to be received upon  exercise of this  Warrant,  in effect
         immediately prior to such adjustment or readjustment and as adjusted or
         readjusted as provided in this Warrant. The Company will forthwith mail
         a copy of each such  certificate  to the holder of the  Warrant and any
         Warrant agent of the Company (appointed pursuant to Section 11 hereof).

6.       Reservation  of Stock,  Etc.,  Issuable on  Exercise  of  Warrant.  The
         Company  will at all  times  reserve  and keep  available,  solely  for
         issuance and delivery on the exercise of the Warrant,  shares of Common
         Stock (or Other  Securities) from time to time issuable on the exercise
         of the Warrant.

7.       Assignment;  Exchange of Warrant. Subject to compliance with applicable
         securities laws, this Warrant,  and the rights evidenced hereby, may be
         transferred by any registered  holder hereof (a  "Transferor") in whole
         or in part. On the  surrender  for exchange of this  Warrant,  with the
         Transferor's  endorsement in the form of Exhibit B attached hereto (the
         "Transferor  Endorsement  Form") and together with evidence  reasonably
         satisfactory  to the Company  demonstrating  compliance with applicable
         securities laws, which shall include, without limitation, the provision
         of a legal  opinion  from the  Transferor's  counsel (at the  Company's
         expense)   that  such   transfer  is  exempt   from  the   registration
         requirements  of applicable  securities  laws,  and with payment by the
         Transferor of any applicable  transfer taxes) will issue and deliver to
         or on the order of the Transferor  thereof a new Warrant of like tenor,
         in the name of the  Transferor  and/or the  transferee(s)  specified in
         such Transferor Endorsement Form (each a "Transferee"),  calling in the
         aggregate  on the face or faces  thereof  for the  number  of shares of
         Common  Stock  called  for on the  face  or  faces  of the  Warrant  so
         surrendered by the Transferor.




                                       5
<PAGE>

8.       Replacement of Warrant. On receipt of evidence reasonably  satisfactory
         to the Company of the loss,  theft,  destruction  or mutilation of this
         Warrant and, in the case of any such loss, theft or destruction of this
         Warrant,  on delivery of an indemnity  agreement or security reasonably
         satisfactory  in form and amount to the  Company or, in the case of any
         such  mutilation,  on surrender and  cancellation of this Warrant,  the
         Company at its expense will execute and deliver, in lieu thereof, a new
         Warrant of like tenor.

9.       Registration  Rights.  The  Holder  of this  Warrant  has been  granted
         certain  registration rights by the Company.  These registration rights
         are set forth in a Registration  Rights  Agreement  entered into by the
         Company and Holder dated as of even date of this Warrant.

10.      Maximum  Exercise.  The Holder  shall not be entitled to exercise  this
         Warrant on an exercise  date, in connection  with that number of shares
         of Common  Stock  which would be in excess of the sum of (i) the number
         of shares of Common  Stock  beneficially  owned by the  Holder  and its
         affiliates on an exercise date, and (ii) the number of shares of Common
         Stock  issuable upon the exercise of this Warrant with respect to which
         the  determination  of this proviso is being made on an exercise  date,
         which  would  result in  beneficial  ownership  by the  Holder  and its
         affiliates of more than 4.99% of the outstanding shares of Common Stock
         of the  Company on such date.  For the  purposes  of the proviso to the
         immediately   preceding   sentence,   beneficial   ownership  shall  be
         determined in accordance with Section 13(d) of the Securities  Exchange
         Act  of  1934,   as   amended,   and   Regulation   13d-3   thereunder.
         Notwithstanding  the  foregoing,  the  restriction  described  in  this
         paragraph  may be revoked  upon 75 days prior notice from the Holder to
         the Company and is automatically null and void upon an Event of Default
         under the Note made by the Company to the Holder  dated the date hereof
         (as amended, modified or supplemented from time to time, the "Note").

11.      Warrant Agent. The Company may, by written notice to the each Holder of
         the Warrant,  appoint an agent for the purpose of issuing  Common Stock
         (or Other  Securities)  on the  exercise  of this  Warrant  pursuant to
         Section 1, exchanging this Warrant pursuant to Section 7, and replacing
         this  Warrant  pursuant  to  Section  8, or any of the  foregoing,  and
         thereafter any such issuance,  exchange or replacement, as the case may
         be, shall be made at such office by such agent.

12.      Transfer on the Company's  Books.  Until this Warrant is transferred on
         the books of the Company,  the Company may treat the registered  holder
         hereof as the absolute  owner hereof for all purposes,  notwithstanding
         any notice to the contrary.




                                       6
<PAGE>

13.      Notices, Etc.  All notices and other communications from the Company to
         the Holder of this Warrant shall be mailed by first class registered or
         certified  mail,  postage  prepaid,  at such  address  as may have been
         furnished  to the Company in writing by such Holder or,  until any such
         Holder furnishes to the Company an address, then to, and at the address
         of, the last Holder of this  Warrant who has so furnished an address to
         the Company.

14.      Miscellaneous. This Warrant and any term hereof may be changed, waived,
         discharged or terminated only by an instrument in writing signed by the
         party against which  enforcement of such change,  waiver,  discharge or
         termination is sought.  This Warrant shall be governed by and construed
         in  accordance  with the laws of State of New York  without  regard  to
         principles  of conflicts of laws.  Any action  brought  concerning  the
         transactions  contemplated by this Warrant shall be brought only in the
         state courts of New York or in the federal  courts located in the state
         of New York;  provided,  however,  that the  Holder may choose to waive
         this  provision and bring an action  outside the state of New York. The
         individuals  executing  this Warrant on behalf of the Company  agree to
         submit to the  jurisdiction of such courts and waive trial by jury. The
         prevailing  party shall be entitled to recover from the other party its
         reasonable  attorney's  fees and costs. In the event that any provision
         of this  Warrant  is  invalid  or  unenforceable  under any  applicable
         statute or rule of law, then such provision shall be deemed inoperative
         to the  extent  that it may  conflict  therewith  and  shall be  deemed
         modified  to  conform  with  such  statute  or rule of  law.  Any  such
         provision which may prove invalid or unenforceable  under any law shall
         not affect the  validity or  enforceability  of any other  provision of
         this  Warrant.  The  headings  in  this  Warrant  are for  purposes  of
         reference  only,  and shall not limit or  otherwise  affect  any of the
         terms  hereof.  The  invalidity  or  unenforceability  of any provision
         hereof  shall in no way affect the  validity or  enforceability  of any
         other provision  hereof.  The Company  acknowledges  that legal counsel
         participated  in  the  preparation  of  this  Warrant  and,  therefore,
         stipulates  that the rule of  construction  that  ambiguities are to be
         resolved  against  the  drafting  party  shall  not be  applied  in the
         interpretation  of this  Warrant to favor any party  against  the other
         party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]




                                       7
<PAGE>

         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.

                                         SCIENCE DYNAMICS CORPORATION

WITNESS:

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






                                       8
<PAGE>


                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

TO:      Science Dynamics Corporation

         Attention:        Chief Financial Officer

         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

                  _______ shares of the Common Stock covered by such Warrant; or
------------

------------      the maximum  number of shares of Common Stock  covered by such
                  Warrant pursuant to the cashless exercise  procedure set forth
                  in Section 2.

         The  undersigned  herewith makes payment of the full Exercise Price for
such  shares  at the  price per share  provided  for in such  Warrant,  which is
$___________. Such payment takes the form of (check applicable box or boxes):

------------      $__________ in lawful money of the United States; and/or

------------      the cancellation of such portion of the attached Warrant as is
                  exercisable  for a total of  _______  shares of  Common  Stock
                  (using a Fair Market  Value of $_______ per share for purposes
                  of this calculation); and/or

------------      the  cancellation  of such number of shares of Common Stock as
                  is  necessary,  in  accordance  with the  formula set forth in
                  Section  2.2, to exercise  this  Warrant  with  respect to the
                  maximum number of shares of Common Stock purchasable  pursuant
                  to the cashless exercise procedure set forth in Section 2.


         The  undersigned  requests  that the  certificates  for such  shares be
issued in the name of,  and  delivered  to  _____________________________  whose
address is _____________________________________________________________.

         The  undersigned  represents  and warrants that all offers and sales by
the  undersigned of the securities  issuable upon exercise of the within Warrant
shall be made pursuant to  registration of the Common Stock under the Securities
Act of 1933, as amended (the "Securities  Act") or pursuant to an exemption from
registration under the Securities Act.

Dated:
             -----------------------    ----------------------------------------
                                        (Signature must conform to name of
                                        holder as specified on the face of
                                        the Warrant)

                                        Address:
                                                      --------------------------

                                                      --------------------------



                                       A-1

<PAGE>


                                                     EXHIBIT B

                                          FORM OF TRANSFEROR ENDORSEMENT

                   (To Be Signed Only On Transfer Of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common  Stock of Science  Dynamics  Corporation  into which the within
Warrant  relates  specified  under the  headings  "Percentage  Transferred"  and
"Number Transferred,"  respectively,  opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of Science Dynamics Corporation with full power of substitution in the premises.


<TABLE>
<CAPTION>
                                                                                 Percentage               Number
Transferees                               Address                                Transferred            Transferred
-----------                               -------                                -----------            -----------

<S>                                       <C>                                    <C>                  <C>
--------------------------------------    -----------------------------------    -----------------    ----------------

--------------------------------------    -----------------------------------    -----------------    ----------------

--------------------------------------    -----------------------------------    -----------------    ----------------

--------------------------------------    -----------------------------------    -----------------    ----------------
</TABLE>


Dated:
             -----------------------    ----------------------------------------
                                        (Signature must conform to name of
                                        holder as specified on the face of
                                        the Warrant)

                                        Address:
                                                      --------------------------

                                                      --------------------------


                                        SIGNED IN THE PRESENCE OF:


                                        ----------------------------------------
                                                      (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]

------------------------------------
              (Name)




                                       B-1