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


                       Right to Purchase 50,000 Shares of
                 Common Stock of Boundless Corporation (subject
                       to adjustment as provided herein).


                          COMMON STOCK PURCHASE WARRANT

                                                                  April 14, 1999

         Boundless  Corporation,  a corporation  organized under the laws of the
State of Delaware (the  "Company"),  hereby  certifies that, for value received,
The Chase  Manhattan  Bank or registered  assigns (the  "Holder"),  is entitled,
subject to the terms set forth below,  to purchase  from the Company at any time
or from time to time  before  5:00 p.m.,  New York time,  on April 14, 2004 (the
"Expiration Date"), up to 50,000 fully paid and nonassessable  shares of Warrant
Stock (as hereinafter  defined),  $.01 par value per share, of the Company, at a
purchase  price  determined  as follows:  (a) $4.50 per share,  for up to 35,000
shares and (b) $7.00 per share,  for up to an  additional  15,000  shares  (such
purchase  price per share as  adjusted  from time to time as herein  provided is
referred to herein as the  "Purchase  Price").  The number and character of such
shares of Warrant  Stock and the  Purchase  Price 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  Boundless  Corporation  and any
corporation   which  shall  succeed  or  assume  the  obligations  of  Boundless
Corporation hereunder.

         (b) The term "Common  Stock"  includes (i) the Company's  Common Stock,
$.01 par value per share,  as authorized on the date of the Agreement,  and (ii)
any other securities into which or for which any of the securities  described in
(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 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 5 or otherwise.

         (d) The term "Warrant Stock" means the shares of Common Stock and Other
Securities  owned or to be owned upon  exercise  of this  Warrant  and all other
warrants  in  substantially  the same form as this  Warrant  issued to The Chase
Manhattan Bank (successor by merger to The Chase Manhattan Bank,  N.A.) in March
1998 or thereafter to its Transferees.

         1.       Exercise of Warrant.

                  1.1 Number of Shares Issuable upon Exercise.  The Holder shall
be entitled to receive,  upon  exercise of this  Warrant in whole in  accordance
with the terms of  subsection  1.2 or upon  exercise of this  Warrant in part in
accordance with  subsection 1.3, shares of Warrant Stock,  subject to adjustment
pursuant to Section 5.

                  1.2 Full  Exercise.  This  Warrant may be exercised in full by
the Holder by surrender of this Warrant,  with the form of subscription attached
as Exhibit A hereto (the Subscription Form") duly executed by the Holder, to the
Company  at its  principal  office  or at the  office of its  Warrant  agent (as


                                       1
<PAGE>

provided  in  Section  11),  accompanied  by  payment  either  (a) in cash or by
certified or official  bank check  payable to the order of the  Company,  in the
amount  obtained by multiplying  the number of shares of Warrant Stock for which
this Warrant is then  exercisable  by the Purchase  Price then in effect or, (b)
the surrender to the Company of  securities  of the Company  having an aggregate
Fair Market Value equal to the aggregate Purchase Price of the shares of Warrant
Stock being purchased upon such exercise; provided, however, that in lieu of the
method of payment  under  clauses (a) or (b) of this Section 1.2, the Holder may
make  payment by  allowing  the  Company to deduct  from the number of shares of
Warrant Stock  deliverable upon such exercise of this Warrant a number of shares
which has an  aggregate  Fair  Market  Value  determined  as of the date of such
exercise of this Warrant equal to the aggregate Purchase Price for all shares as
to which this Warrant is then being exercised.

                  1.3 Partial  Exercise.  This  Warrant may be exercised in part
(but not for a fractional  share) by surrender of this Warrant in the manner and
at the place  provided in subsection  1.2 except that the amount  payable by the
Holder on such partial  exercise shall be the amount obtained by multiplying (a)
the  number  of  shares  of  Warrant  Stock  designated  by  the  Holder  in the
Subscription  Form by (b) the  Purchase  Price  then in  effect.  The  method of
payment shall be as permitted by Section 1.2. On any such partial exercise,  the
Company, at its expense,  will forthwith issue and deliver to, or upon the order
of, the Holder a new Warrant of like tenor,  in the name of the Holder hereof or
as the Holder (upon payment by such Holder of any  applicable  transfer  taxes),
may request,  subject to compliance with applicable  securities laws, the number
of shares of Warrant Stock for which such Warrant may still be exercised.

                  1.4 Fair Market Value. Fair Market Value of a share of Warrant
Stock as of a particular date (the "Determination Date") shall mean:

                           (a) If the Warrant  Stock is traded on an exchange or
         is quoted on the  National  Association  of  Securities  Dealers,  Inc.
         Automated  Quotation  ("NASDAQ")  National Market System,  then the the
         average of the closing or last sale price,  respectively,  reported for
         the five business days immediately preceding the Determination Date.

                           (b) If the Warrant Stock is not traded on an exchange
         or  on  the  NASDAQ  National  Market  System  but  is  traded  in  the
         over-the-counter  market or other similar  organization  (including the
         Bulletin  Board),  then the average of the closing bid and asked prices
         reported  for  the  five  business  days   immediately   preceding  the
         Determination Date.

                           (c) If the  Warrant  Stock is not traded as  provided
         above,  then  the  price  determined  in good  faith  by the  Board  of
         Directors of the Company,  provided that (1) the basis or bases of each
         such  determination  shall be set forth in the corporate records of the
         Company pertaining to meetings and other actions of such board, and (2)
         such records are available to the Holder for  inspection  during normal
         business  hours of the  Company  upon the  giving of  reasonable  prior
         notice.

                           (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
         securities then comprising Warrant 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  Warrant  Stock in
         liquidation under the charter, assuming for the purposes of this clause
         (d) that all of the shares of Warrant Stock then issuable upon exercise
         of all of the Warrants are outstanding at the Determination Date.

                  1.5 Company Acknowledgement.  The Company will, at the time of
the  exercise of this  Warrant,  upon the request of the Holder  acknowledge  in
writing its  continuing  obligation  to afford to the Holder any rights to which
the 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 the Holder any such rights.



                                       2
<PAGE>

                  1.6 Trustee for Warrant  Holders.  In the event that a bank or
trust  company shall have been  appointed as trustee for the Holder  pursuant to
subsection  4.2, such bank or trust company shall have all the powers and duties
of a warrant agent appointed pursuant to Section 11 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. Delivery of Stock Certificates, etc. on Exercise. The Company agrees
that the shares of Warrant 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  as  aforesaid.  As  soon  as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within 10 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 the Holder (upon payment by such Holder of
any applicable transfer taxes) may direct, subject to compliance with applicable
securities  laws,  a  certificate  or  certificates  for the  number of duly and
validly issued,  fully paid and  nonassessable  shares of Warrant Stock to which
the Holder shall be entitled on such  exercise,  plus,  in lieu of any factional
share to which the  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 the Holder is  entitled  upon such  exercise  pursuant  to
Section 1 or otherwise.

         3. Adjustment for Dividends in Other Stock, Property, Reclassification,
etc. In case at any time or from time to time,  the Holders of  securities  then
comprising  Warrant Stock shall have  received,  or (on or after the record date
fixed for the  determination  of  shareholders  eligible to receive)  shall have
become entitled to receive, without payment therefor,

                           (a) other or additional  stock or other securities or
         property (other than cash) by way of dividend, or

                           (b) any cash (excluding cash dividends payable solely
         out of earnings or earned surplus of the Company), or

                           (c) other or additional  stock or other securities or
         property    (including   cash)   by   way   of   spin-off,    split-up,
         reclassification,  recapitalization,  combination  of shares or similar
         corporate  rearrangement  other than additional shares of Warrant Stock
         issued as a stock dividend or in a stock split  (adjustments in respect
         of which are provided for in Section 5),

then and in each such case the  Holder,  on the  exercise  hereof as provided in
Section 1, shall be entitled to receive the amount of stock and other securities
and property  (including cash in the cases referred to in  subdivisions  (b) and
(c) of this Section 3) which the Holder would hold on the date of such  exercise
if on the date  hereof the Holder had been the holder of record of the number of
shares  of  Warrant  Stock  called  for on the  face  of  this  Warrant  and had
thereafter,  during the period from the date hereof to and including the date of
such exercise,  retained such shares and all such other or additional  stock and
other  securities  and  property  (including  cash in the cases  referred  to in
subdivisions  (b)  and  (c) of this  Section  3)  receivable  by the  Holder  as
aforesaid during such period, giving effect to all adjustments called for during
such period by Section 4 and 5.

         4.       Adjustment for Reorganization, Consolidation, Merger, etc.

                  4.1 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,  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 Warrant  Stock


                                       3
<PAGE>

issuable on such exercise prior to such consummation or such effective date, the
stock and other  securities  and property  (including  cash) to which the Holder
would have been  entitled  upon such  consummation  or in  connection  with such
dissolution,  as the case may be, if the Holder had so exercised  this  Warrant,
immediately  prior  thereto,  all subject to further  adjustment  thereafter  as
provided in Sections 3 and 5.

                  4.2  Dissolution.  In  the  event  of any  dissolution  of the
Company  following the transfer of all or substantially all of its properties or
assets  in  a  transaction   contemplated  by  Section   4.1(c),   the  Company,
simultaneously   with  such  dissolution,   shall  distribute  or  cause  to  be
distributed to the Holder the stock and other securities and property (including
cash, were applicable) which would be receivable by the Holder if the Holder had
exercised its Warrant in full  immediately  prior to such  dissolution,  less an
amount of stock,  other securities,  property and cash with a value equal to the
Purchase Price.

                  4.3   Continuation   of   Terms.   Upon  any   reorganization,
consolidation,  merger or transfer  referred to in this  Section 4, 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,  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 6.

         5. Extraordinary  Events Regarding Warrant Stock. In the event that the
Company shall (a) issue additional  shares of the Warrant Stock as a dividend or
other  distribution on outstanding  Warrant Stock, (b) subdivide its outstanding
shares of Warrant Stock,  or (c) combine its  outstanding  shares of the Warrant
Stock into a smaller number of shares of the Warrant  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which shall be the number of shares of Warrant  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Warrant Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase 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 5.
The number of shares of Warrant Stock that the Holder shall  thereafter,  on the
exercise  hereof as  provided  in Section  1, be  entitled  to receive  shall be
increased to a number  determined by multiplying the number of shares of Warrant
Stock  that  would  otherwise  (but for the  provisions  of this  Section  5) be
issuable  on such  exercise  by a  fraction  of which (a) the  numerator  is the
Purchase  Price that would  otherwise (but for the provisions of this Section 5)
be in effect,  and (b) the  denominator  is the Purchase  Price in effect on the
date of such exercise.

         6. Chief Financial  Officer's  Certificate as to  Adjustments.  In each
case of any adjustment or  readjustment  in the shares of Warrant Stock issuable
on the exercise of the Warrants,  the Company at its expense will promptly cause
its Chief  Financial  Officer 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
Warrant  Stock  issued or sold or deemed  to have been  issued or sold,  (b) the
number of shares of Warrant Stock  outstanding or deemed to be outstanding,  and
(c) the Purchase  Price and the number of shares of Warrant 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 and
any Warrant agent of the Company (appointed pursuant to Section 11 hereof),

         7. Reservation of Stock,  Issuable on Exercise of Warrant.  The Company
will at all times reserve and keep  available,  solely for issuance and delivery
on the exercise of this  Warrant,  all shares of Warrant Stock from time to time
issuable on the exercise of this Warrant.



                                       4
<PAGE>

         8.  Assignment,   Exchange  of  Warrant.  Subject  to  compliance  with
applicable  Securities laws, this Warrant,  and the rights evidenced hereby, may
be  transferred by the Holder (the  "Transferor")  with respect to any or all of
the shares of Warrant  Stock  underlying  this  Warrant.  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") to the Company,
the Company at its expense but 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 or Warrants 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 Warrant Stock called for on the face or faces of the Warrant
so surrendered by the Transferor.  Each  Transferee  shall be entitled (pro rata
according  to  the  number  of  shares  of  Warrant  Stock  issuable  under  the
Transferee's  new Warrant) to those benefits  accruing to the  Transferor  under
this Warrant prior to the date of issue of such new Warrant or Warrants.

         9.       Registration Rights: Procedure; Indemnification.

                  9.1      Registration Rights.

                           (a) On one occasion,  on and after the time that this
         Warrant  first  becomes  exercisable  but  not  later  than  the  third
         anniversary date of this Warrant,  the Company,  upon a written request
         therefor from any registered  holder or holders of more than 50% of the
         total  number of shares  of  Warrant  Stock  shall  prepare  and file a
         registration statement with the Securities and Exchange Commission (the
         "Commission")  under  the  Securities  Act of  1933,  as  amended  (the
         "Securities  Act"),  covering the Warrant  Stock that is the subject of
         such  request  to the  extent  required  to  permit  the  sale or other
         disposition  of the Warrant Stock so registered by the holders  thereof
         (collectively,  the "Seller"). The underwriter,  if any, of an offering
         registered  pursuant to this Subsection 9.1(a) shall be selected by the
         holders or persons entitled to be holders of at least a majority of the
         Warrant Stock for which  registration  has been  requested and shall be
         reasonably acceptable to the Company. In the event the Warrant Stock is
         included in a  registration  statement  that includes  securities to be
         sold  for  the  account  of  the  Company,  such  written  request  for
         registration  shall be deemed to have been given pursuant to Subsection
         9.1(b),  rather  than this  Subsection  9.1(a),  and the  rights of the
         holders  of Warrant  Stock  covered by such  written  request  shall be
         governed  by  Subsection  9.1(b).  In the event  that the  Company  has
         granted or  hereafter  grants to other  holders of its  securities  the
         right to  participate in any  registration  requested by the holders of
         the  Warrant   Stock   pursuant  to  this  Section   9.1(a),   and  the
         underwriters,  if  any,  of any  such  registered  offering  are of the
         opinion that the  inclusion  of all shares  requested to be included in
         such registration  would adversely affect the marketing of such shares,
         then,  the  number  of  shares  included  in  such  offering  shall  be
         determined  on pro rata basis  according  to the total number of shares
         requested  to be included by each  requesting  party.  However,  if any
         registration   demanded  under  this  Section  9.1(a)  results  in  the
         registration  of less than 75% of the shares of Warrant Stock for which
         registration  was requested  pursuant  hereto,  then the holders of the
         Warrant  and the  Warrant  Stock  shall be deemed not to have  utilized
         their one-time right to demand such registration.

                           (b) On one occasion,  on and after the time that this
         Warrant first becomes exercisable,  if the Company at any time proposes
         to register any of its securities  under the Securities Act for sale to
         the  public,  whether  for its own  account or for the account of other
         security   Holders  or  both  (except  with  respect  to   registration
         statements  on  Forms  S-4,  S-8 or  another  form  not  available  for
         registering  the Warrant  Stock that may be acquired  upon  exercise of
         this  Warrant for sale to the  public),  each such time it will give at
         least 45 days' prior  written  notice to the Holder of its intention so
         to do. Upon the written request of the Holder,  received by the Company
         within 30 days after the giving of any such notice by the  Company,  to
         register  any of the  Warrant  Stock owned or to be owned by the Holder
         pursuant to the exercise of this  Warrant,  the Company will cause such
         Warrant Stock as to which  registration shall have been so requested to


                                       5
<PAGE>

         be  included  in the  securities  to be  covered  by  the  registration
         statement  proposed  to be  filed  by the  Company,  all to the  extent
         required to permit the sale or other  disposition  of the Warrant Stock
         so  registered  by the  Seller.  In the  event  that  any  registration
         pursuant  to  this  Section  9  shall  be,  in  whole  or in  part,  an
         underwritten  public offering of Warrant Stock, the number of shares of
         Warrant Stock to be included in such an underwriting  may be reduced by
         the Company and the managing  underwriter if and to the extent that the
         Company and the underwriter shall be of the opinion that such inclusion
         would  adversely  affect the marketing of the  securities to be sold by
         the Company therein;  provided,  however, that the Company shall notify
         the  Seller in  writing  of any such  reduction.  In the event that the
         underwriters  notify the Company  that  inclusion  of shares of Warrant
         Stock would adversely affect the marketing of the securities to be sold
         by the Company, and, as a result of such determination,  the holders of
         the Warrants or shares of Warrant  Stock are unable to include at least
         75% of the shares for which registration was requested pursuant to this
         Section  9.1(b),  then holders of the Warrants and Warrants Stock shall
         be deemed not to have utilized their one-time right to participate in a
         registration by the Company of any of its  securities.  Notwithstanding
         the forgoing  provisions,  the Company may  withdraw  any  registration
         statement  referred to in this Section 9 without thereby  incurring any
         liability to the Seller.

                           (c) As a condition of  registration  pursuant to this
         Section 9, the Company may require that this Warrant be  exercised,  to
         the extent of the Warrant Stock to be  registered,  prior to the filing
         of the registration statement in the event the Company's ability to use
         a Form S-3 or similar form of  registration  statement  is  conditioned
         upon the issuance of the stock to be registered  prior to the filing of
         the  registration  statement.  Prior to exercising its right to require
         the exercise of the Warrant  contemplated  by the  preceding  sentence,
         however,  the Company shall use commercially  reasonable efforts (which
         shall not require the Company to make any payment or to  surrender  any
         right) to effect such registration  without requirement of any exercise
         of the  Warrant,  including  trying  to  obtain  the  agreement  of any
         underwriters   participating  in  such  registration  to  purchase  the
         Warrants  directly from the holders  thereof for a purchase price equal
         to the price per Warrant Share at which such shares shall be offered to
         the public,  less any  underwriting  commissions  and less the Purchase
         Price.

                  9.2  Registration  Procedures.  If and whenever the Company is
required by the provisions  hereof to effect the  registration  of any shares of
Warrant Stock under the Securities  Act, the Company will, as  expeditiously  as
possible:

                           (a) prepare and file with the Securities and Exchange
         Commission (the "Commission") a registration  statement with respect to
         such  securities  and use its best  efforts to cause such  registration
         statement  to  become  and  remain  effective  for  the  period  of the
         distribution contemplated thereby (determined as hereinafter provided):

                           (b)  prepare  and  file  with  the  Commission   such
         amendments  and  supplements  to such  registration  statement  and the
         prospectus  used in  connection  therewith  as may be necessary to keep
         such  registration  statement  effective  for the period  specified  in
         paragraph (a) above and comply with the  provisions  of the  Securities
         Act with respect to the disposition of all of the Warrant Stock covered
         by such registration statement in accordance with the Seller's intended
         method of disposition set forth in such registration statement for such
         period;

                           (c) furnish to the Seller,  and to each  underwriter,
         if any,  such number of copies of the  registration  statement  and the
         prospectus included therein (including each preliminary  prospectus) as
         such persons  reasonably  may request in order to facilitate the public
         sale  or  their   disposition  of  the   securities   covered  by  such
         registration statement;



                                       6
<PAGE>

                           (d) use its best  efforts to  register or qualify the
         Seller's Warrant Stock covered by such registration statement under the
         securities or "blue sky" laws of such  jurisdictions  as the Seller or,
         in  the  case  of  an  underwritten   public  offering,   the  managing
         underwriter  reasonably  shall  request,  provided,  however,  that the
         Company shall not for any such purpose be required to qualify generally
         to transact business as a foreign corporation in any jurisdiction where
         it is not so qualified  or to consent to general  service of process in
         any such jurisdiction;

                           (e)  list  the   Warrant   Stock   covered   by  such
         registration  statement with any securities  exchange  market system on
         which the Warrant Stock of the Company is then listed or traded;

                           (f)   immediately   notify   the   Seller   and  each
         underwriter,  if any,  at any time when a  prospectus  relating  to the
         Warrant Stock is required to be delivered  under the Securities Act, of
         the  happening  of any event of which the  Company has  knowledge  as a
         result of which such prospectus,  as then in effect, includes an untrue
         statement of a material fact or omits to state a material fact required
         to be stated  therein or necessary to make the  statements  therein not
         misleading in light of the circumstances then existing;

                           (g) make available for inspection by the Seller,  any
         underwriter   participating  in  any  distribution   pursuant  to  such
         registration  statement,  and any  attorney,  accountant or other agent
         retained by the Seller or underwriter, all financial and other records,
         pertinent corporate documents and properties of the Company,  and cause
         the  Company's   officers,   directors  and  employees  to  supply  all
         information reasonably requested by the Seller, underwriter,  attorney,
         accountant or agent in connection with such registration statement.

                  For purposes of this Section 9, the period of  distribution of
securities in a firm commitment  underwritten public offering shall be deemed to
extend until each  underwriter has completed the  distribution of all securities
purchased by it, or sooner if the managing underwriter consents,  and the period
of  distribution  of  securities  in any other  registration  shall be deemed to
extend until the earlier of the sale of all securities  covered  thereby and 120
days after the effective date thereof.

                  In connection  with each  registration  hereunder,  the Seller
will furnish to the Company, in writing such information, with respect to itself
and the proposed distribution by it as reasonably shall be necessary in order to
assure  compliance  with  federal  and  applicable  state  securities  laws.  In
connection  with  each  registration  pursuant  to this  Section 9  covering  an
underwritten  public offering,  the Company and the Seller agree to enter into a
written agreement with the managing underwriter in such form and containing such
provisions as are customary in the  securities  business for such an arrangement
between such  underwriter  and  companies of the Company's  size and  investment
stature.

                  9.3  Expenses.   All  expenses  incurred  by  the  Company  in
complying with this Section 9, including,  without limitation,  all registration
and filing  fees,  printing  expenses,  fees and  disbursements  of counsel  and
independent  public  accountants for the Company,  fees and expenses  (including
counsel fees) incurred in connection  with  complying  with state  securities or
"blue sky" laws, fees of the National  Association of Securities Dealers,  Inc.,
transfer  taxes,  fees of transfer  agents and registrars and costs of insurance
are called  "Registration  Expenses."  All  underwriting  discounts  and selling
commissions  applicable  to the sale of Warrant  Stock,  including  any fees and
disbursements  of  any  special  counsel  to the  Seller,  are  called  "Selling
Expenses."

                  The Company will pay all  Registration  Expenses in connection
with up to two  registration  statements filed under this Section 9. All Selling
Expenses in connection  with each  registration  statement  under this Section 9
shall be borne by the Seller in  proportion  to the number of shares sold by the
Seller relative to the number of shares sold under such  registration  statement
or as all sellers thereunder may agree.



                                       7
<PAGE>

                  9.4      Indemnification and Contribution.

                           (a) In the  event of a  registration  of any  Warrant
         Stock under the  Securities Act pursuant to this Section 9, the Company
         will indemnify and hold harmless the Seller,  each  underwriter of such
         Warrant Stock  thereunder  and each other person,  if any, who controls
         such Seller or underwriter  within the meaning of the  Securities  Act,
         against any losses, claims,  damages or liabilities,  joint or several,
         to which the Seller,  or such  underwriter  or  controlling  person may
         become subject under the  Securities Act or otherwise,  insofar as such
         losses,  claims, damages or liabilities (or actions in respect thereof)
         arise out of or are based upon any untrue  statement or alleged  untrue
         statement of any material fact contained in any registration  statement
         under which such Warrant Stock was registered  under the Securities Act
         pursuant  to this  Section  9,  any  preliminary  prospectus  or  final
         prospectus  contained therein,  or any amendment or supplement thereof,
         or arise out of or arc based upon the  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 the Seller,  each such  underwriter and each such controlling
         person for any legal or other expenses  reasonably  incurred by them in
         connection  with  investigating  or  defending  any such  loss,  claim,
         damage, liability or action;  provided,  however, that the Company will
         not be liable to the provider of  information  giving rise to any claim
         in any such case if and to the extent that any such loss, claim, damage
         or  liability  arises  out of or is based upon an untrue  statement  or
         alleged  untrue  statement  or omission or alleged  omission so made in
         conformity  with  information   furnished  by  any  such  Seller,   the
         underwriter  or any such  controlling  person  about  itself in writing
         specifically for use in such registration statement or prospectus.

                           (b)  In the  event  of a  registration  of any of the
         Warrant  Stock  under the  Securities  Act  pursuant  to Section 9, the
         Seller will  indemnify and hold harmless the Company,  each person,  if
         any, who controls the Company within the meaning of the Securities Act,
         each officer of the Company who signs the registration statement,  each
         director of the Company,  each underwriter and each person who controls
         any underwriter  within the meaning of the Securities Act,  against all
         losses, claims, damages or liabilities,  joint or several, to which the
         Company or such officer,  director,  underwriter or controlling  person
         may become subject under the  Securities  Act or otherwise,  insofar as
         such  losses,  claims,  damages or  liabilities  (or actions in respect
         thereof) arise out of or are based upon any untrue statement or alleged
         untrue  statement of any material  fact  contained in the  registration
         statement  under  which such  Warrant  Stock was  registered  under the
         Securities Act pursuant to this Section 9, any  preliminary  prospectus
         or final prospectus  contained therein,  or any amendment or supplement
         thereof,  or arise out of or are based  upon the  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 the Company and each such officer, director,  underwriter and
         controlling person for any legal or other expenses  reasonably incurred
         by them in connection  with  investigating  or defending any such loss,
         claim, damage, liability or actions, provided, however, that the Seller
         will be liable  hereunder  in any such  case if and only to the  extent
         that any such  loss,  claim,  damage or  liability  arises out of or is
         based upon an untrue  statement or alleged untrue statement or omission
         or  alleged  omission  made in  reliance  upon and in  conformity  with
         information pertaining to such Seller, as such, furnished in writing to
         the Company by such Seller  specifically  for use in such  registration
         statement or  prospectus,  and  provided,  further,  however,  that the
         liability of the Seller hereunder shall be limited to the proportion of
         any such loss,  claim,  damage,  liability or expense which is equal to
         the proportion that the public offering price of the Warrant Stock sold
         by the Seller  under  such  registration  statement  bears to the total
         public offering price of all securities sold thereunder, but not in any
         event to exceed the  proceeds  received  by the Seller from the sale of
         Warrant Stock covered by such registration statement.

                           (c) Promptly  after receipt by an  indemnified  party
         hereunder of notice of the commencement of any actions such indemnified


                                       8
<PAGE>

         party  shall,  if a claim in respect  thereof is to be made against the
         indemnifying party hereunder,  notify the indemnifying party in writing
         thereof, but the omission so to notify the indemnifying party shall not
         relieve  it from any  liability  which it may have to such  indemnified
         party other than under this  Section  9.4(c) and shall only  relieve it
         from any liability  which it may have to such  indemnified  party under
         this  Section  9.4(c) if and to the  extent the  indemnifying  party is
         prejudiced by such  omission.  In case any such action shall be brought
         against  any  indemnified  party and it shall  notify the  indemnifying
         party of the  commencement  thereof,  the  indemnifying  party shall be
         entitled to  participate in and, to the extent it shall wish, to assume
         and undertake the defense thereof with counsel reasonably  satisfactory
         to such  indemnified  party,  and,  after notice from the  indemnifying
         party  to such  indemnified  party of its  election  so to  assume  and
         undertake  the defense  thereof,  the  indemnifying  party shall not be
         liable to such  indemnified  party  under this  Section  9.4(c) for any
         legal  expenses  subsequently  incurred  by such  indemnified  party in
         connection  with the defense  thereof  other than  reasonable  costs of
         investigation  and of  liaison  with  counsel  so  selected,  provided,
         however,  that, if the  defendants in any such action  include both the
         indemnified party and the indemnifying  party and the indemnified party
         shall have reasonably  concluded that there may be reasonable  defenses
         available  to it  which  are  different  from or  additional  to  those
         available  to  the  indemnifying  party  or if  the  interests  of  the
         indemnified  party  reasonably  may be  deemed  to  conflict  with  the
         interest of the indemnifying  party or if the indemnifying  party shall
         not have assumed or undertaken  the defense of such action with counsel
         reasonably  satisfactory  to such  indemnified  party,  the indemnified
         party shall have the right to select one separate counsel and to assume
         such legal defenses and otherwise to participate in the defense of such
         action,  with the expenses and fees of such separate  counsel and other
         expenses  related  to  such  participation  to  be  reimbursed  by  the
         indemnifying party as incurred.

                           (d) In  order  to  provide  for  just  and  equitable
         contribution to joint liability under the Securities Act in any case in
         which either (i) the Seller,  or any controlling  person of the Seller,
         makes a claim for  indemnification  pursuant to this Section 9.4 but it
         is judicially determined (by the entry of a final judgment or decree by
         a court of competent  jurisdiction and the expiration of time to appeal
         or the denial of the last right of  appeal)  that such  indemnification
         may not be  enforced  in such case  notwithstanding  the fact that this
         Section  9.4  provides  for  indemnification  in  such  case,  or  (ii)
         contribution  under the  Securities  Act may be required on the part of
         the Seller or  controlling  person of the Seller in  circumstances  for
         which  indemnification is provided under this Section 9.4; then, and in
         each such case,  the  Company  and the Seller  will  contribute  to the
         aggregate losses,  claims,  damages or liabilities to which they may be
         subject (after contribution from others) in such proportion so that the
         Seller is  responsible  for the portion  represented  by the percentage
         that  the  public  offering  price  of its  securities  offered  by the
         registration  statement  bears  to the  public  offering  price  of all
         securities offered by such registration  statement,  and the Company is
         responsible for the remaining portion; provided,  however, that, in any
         such case, (A) the Seller will not be required to contribute any amount
         in excess of the net proceeds  received by such Seller from the sale of
         all  such  securities  offered  by it  pursuant  to  such  registration
         statement;   and  (B)  no  person  or  entity   guilty  of   fraudulent
         misrepresentation   (within  the  meaning  of  Section   10(f)  of  the
         Securities  Act) will be  entitled to  contribution  from any person or
         entity who was not guilty of such fraudulent misrepresentation.

         10.  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
<PAGE>

         11.  Warrant  Agent.  The Company  may,  by written  notice to the each
holder of the Warrant, appoint an agent having an office in New York, NY for the
purpose of issuing  Warrant Stock (or Other  Securities) on the exercise of this
Warrant  pursuant to Section 1, exchanging  this Warrant  pursuant to Section 8,
and replacing this Warrant pursuant to Section 10, 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.

         13. Notices, etc. All notices and other communications from the Company
to the Holder  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 the Holder or, until the 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.  Notices  shall be deemed  given 48 hours
after mailing.

         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 construed and enforced in accordance  with and
governed by the laws of New York.  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.


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


                                    BOUNDLESS CORPORATION



                                    By:
                                       -------------------------------
                                    Title:  Vice President


Witness:


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


                                       10
<PAGE>

                                                                       Exhibit A


                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

TO: BOUNDLESS CORPORATION

         The undersigned,  the Holder of the within Warrant,  hereby irrevocably
elects to exercise  this  Warrant  for,  and to purchase  thereunder,  shares of
Warrant Stock of Boundless  Corporation and herewith makes payment of $ therefor
by  [delivery  of  a  check  in  such  amount]  [hereby  instructing   Boundless
Corporation  to deduct from the  enclosed  Warrant a number of shares of Warrant
Stock having an aggregate  Fair Market  Value equal to  $              as of the
date hereof, which amount represents the Purchase Price for the shares for which
the within Warrant is hereby  exercised,  and which is equal to        shares of
Warrant Stock],  and requests that the certificates for such shares be issued in
the name of, and delivered to whose address is.


Dated:




                                             -----------------------------------
                                             (Signature must conform to name of
                                              Holder as specified on the face of
                                              the Warrant)




                                             (Address)


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

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

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








                                       11
<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 Warrant  Stock of Boundless  Corporation  to 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
Boundless Corporation with full power of substitution in the premises.



Transferees                   Percentage Transferred          Number Transferred
-----------                   ----------------------          ------------------










Dated:
      


                                                  ------------------------------
                                                 (Signature must conform to name
                                                  of Holder as specified on the 
                                                  face of the warrant)

Signed in the presence of:



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

(Address)

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

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

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


ACCEPTED AND AGREED:



---------------------------------
[TRANSFEREE]

(Address)


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

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

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



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

(Address)

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

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

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

                                       12
<PAGE>