<PAGE>
                                                                    EXHIBIT 10.2


         VOID AFTER 5:00 P.M., NEW YORK CITY
         TIME, ON OCTOBER 1, 2009
         (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF)


         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
         STATES OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY
         NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES
         LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

                                           Right to Purchase 1,000,000 Shares of
                                          Common Stock, par value $.01 per share

Date: October 1, 2004

                              REMOTE DYNAMICS, INC.
                             STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received, SDS Capital Group SPC, Ltd.,
or its registered and permitted assigns, is entitled to purchase from Remote
Dynamics, Inc., a corporation organized under the laws of the State of Delaware
(the "COMPANY"), at any time or from time to time during the period specified in
Section 2 hereof, One Million (1,000,000) fully paid and nonassessable shares
(the "WARRANT SHARES") of the Company's common stock, par value $.01 per share
(the "COMMON STOCK"), at an initial exercise price per share (the "EXERCISE
PRICE") equal to $0.909; provided, however, that if SBC Services, Inc. and/or
its affiliates ("SBC") shall not have awarded the Company a contract pursuant to
its Request for Quotation for the provision of VTS equipment and service by
November 15, 2004, with (a) a minimum term of one (1) year through which the
Company will receive a minimum of $10,000,000.00 in annual gross revenues
(determined in accordance with U.S. generally accepted accounting principles,
consistently applied ("GAAP") and which contract contemplates the renewal by SBC
for at least one (1) additional year, or (b) a minimum term of two (2) years
through which the Company will receive a minimum of $10,000,000.00 in annual
gross revenues (determined in accordance with GAAP), then the Exercise Price
shall be equal to .75 multiplied by the average Market Price for the Common
Stock for the ten trading day period immediately preceding November 15, 2004;
provided, further, that if SBC and the Company shall not have executed a
definitive agreement for the provision of VTS equipment and service by January
15, 2005, with (a) a minimum term of one (1) year through which the Company will
receive a minimum of $10,000,000.00 in annual gross revenues (determined in
accordance with GAAP) and which contract contemplates the renewal by SBC for at
least one (1) additional year, or (b) a minimum term of two (2) years through
which the Company will receive a minimum of



                                      -1-
<PAGE>
$10,000,000.00 in annual gross revenues (determined in accordance with GAAP),
then the Exercise Price shall be equal to .75 multiplied by the average Market
Price for the Common Stock for the ten trading day period immediately preceding
January 15, 2005. The number of Warrant Shares and the Exercise Price are
subject to adjustment as provided in Section 4 hereof. The term "WARRANT" and
all references thereto, as used throughout this instrument, shall mean this
instrument as originally executed, or if later amended or supplemented, then as
so amended or supplemented, including all Warrants issued upon transfer or
exchange of this Warrant as provided herein, and the term "WARRANTS" means this
Warrant and the other warrants of the Company issued pursuant to the Securities
Purchase Agreement dated as of October 1, 2004 by and among the Company and the
other signatories thereto (the "SECURITIES PURCHASE AGREEMENT").

         This Warrant is subject to the following terms, provisions and
conditions:

1.       Exercise of Warrant.

         (a)      Subject to the provisions hereof, including, without
limitation, the limitations contained in Section 10 hereof, this Warrant may be
exercised by the holder hereof, in whole or in part, by the surrender of this
Warrant, together with a completed exercise notice in the form attached hereto
(the "EXERCISE NOTICE"), to the Company during normal business hours on any
business day at the Company's principal executive offices (or such other office
or agency of the Company as it may designate by written notice to the holder
hereof), and upon (i) payment to the Company in cash, by certified or official
bank check or by wire transfer for the account of the Company, of the Exercise
Price for the Warrant Shares specified in the Exercise Notice or (ii) if the
holder is effectuating a Cashless Exercise (as defined in Section 9 hereof)
pursuant to Section 9 hereof, delivery to the Company of a written notice of an
election to effect a Cashless Exercise for the Warrant Shares specified in the
Exercise Notice.

         (b)      The Warrant Shares purchased upon exercise of this Warrant in
accordance with this Section 1 shall be deemed to be issued to the holder hereof
or the holder's designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been surrendered, the
completed Exercise Notice shall have been delivered, and payment shall have been
made for such shares as set forth above or, if such date is not a business day,
on the next succeeding business day. The Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Notice,
shall be delivered to the holder hereof or the holder's designee within a
reasonable time, not exceeding two business days, after this Warrant shall have
been so exercised (the "DELIVERY PERIOD"). If the Company's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer program, and so long as the certificates therefor do not bear a legend
(pursuant to the terms of the Securities Purchase Agreement) and the holder is
not obligated to return such certificate for the placement of a legend thereon
(pursuant to the Securities Purchase Agreement), the Company shall cause its
transfer agent to electronically transmit the Warrant Shares so purchased to the
holder or the holder's designee by crediting the account of the holder or the
holder's designee or its respective nominee with DTC through its Deposit
Withdrawal Agent Commission system ("DTC TRANSFER"). If the aforementioned
conditions to a DTC Transfer are not satisfied, the


                                      -2-
<PAGE>
Company shall deliver to the holder or the holder's designee physical
certificates representing the Warrant Shares so purchased. Notwithstanding the
foregoing, the holder or the holder's designee may instruct the Company to
deliver to the holder or such designee physical certificates representing the
Warrant Shares so purchased in lieu of delivering such shares by way of DTC
Transfer. Any certificates so delivered shall be in such denominations as may be
reasonably requested by the holder hereof or the holder's designee, shall be
registered in the name of the holder or such other name as shall be designated
by the holder and, following the date on which the Warrant Shares have been
registered under the Securities Act pursuant to that certain Registration Rights
Agreement, dated as of October 1, 2004, by and among the Company and the other
signatories thereto (the "REGISTRATION RIGHTS AGREEMENT") or otherwise may be
sold by the holder pursuant to Rule 144 promulgated under the Securities Act (or
a successor rule), shall not bear any restrictive legend. If this Warrant shall
have been exercised only in part, then the Company shall, at its expense, at the
time of delivery of such certificates, deliver to the holder a new Warrant
representing the number of shares with respect to which this Warrant shall not
then have been exercised.

         (c)      If, at any time, a holder of this Warrant submits this
Warrant, an Exercise Notice and payment to the Company of the Exercise Price for
each of the Warrant Shares specified in the Exercise Notice (including pursuant
to a Cashless Exercise), and the Company fails for any reason (other than the
reasons contemplated by Section 10 hereof) to deliver, on or prior to the fourth
business day following the expiration of the Delivery Period for such exercise,
the number of shares of Common Stock to which the holder is entitled upon such
exercise (an "EXERCISE DEFAULT"), then the Company shall pay to the holder
payments ("EXERCISE DEFAULT PAYMENTS") for an Exercise Default in the amount of
(i) (N/365), multiplied by (ii) the amount by which the Market Price (as defined
in Section 11 hereof) of the Common Stock on the date the Exercise Notice giving
rise to the Exercise Default is transmitted in accordance with this Section 1
(the "EXERCISE DEFAULT DATE") exceeds the Exercise Price in respect of such
Warrant Shares, multiplied by (iii) the number of shares of Common Stock the
Company failed to so deliver in such Exercise Default, multiplied by (iv) .18,
where N equals the number of days from the Exercise Default Date to the date
that the Company effects the full exercise of this Warrant which gave rise to
the Exercise Default. The accrued Exercise Default Payment for each calendar
month shall be paid in cash and shall be made to the holder by the fifth day of
the month following the month in which it has accrued. Nothing herein shall
limit the holder's right to pursue actual damages for the Company's failure to
maintain a sufficient number of authorized shares of Common Stock as required
pursuant to the terms of Section 3(b) hereof or to otherwise issue shares of
Common Stock upon exercise of this Warrant in accordance with the terms hereof,
and the holder shall have the right to pursue all remedies available at law or
in equity (including a decree of specific performance and/or injunctive relief).

2.       Period of Exercise. This Warrant shall be exercisable at any time or
from time to time during the period (the "EXERCISE PERIOD") commencing on the
date of initial issuance of this Warrant (the "ISSUE DATE") and ending at 5:00
p.m., New York City time, on the fifth anniversary of the Issue Date. The
Exercise Period shall automatically be extended by one day for each day on which
(a) the Company does not have a number of shares of Common Stock reserved for
issuance upon exercise hereof at least equal to the number of shares of Common
Stock issuable upon exercise hereof or otherwise fails to deliver shares of
Common Stock in the names set forth in Section 1 hereof upon proper exercise
hereof, or (b) the Warrant Shares are


                                      -3-
<PAGE>

not then otherwise registered for resale as required pursuant to the terms of
the Registration Rights Agreement.

3.       Certain Agreements of the Company. The Company hereby covenants and
agrees as follows:

         (a)      Shares to be Fully Paid. All Warrant Shares shall, upon
issuance in accordance with the terms of this Warrant, be validly issued, fully
paid and non-assessable and free from all taxes, liens, claims and encumbrances.

         (b)      Reservation of Shares. During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise in full of this Warrant (without giving effect to the
limitations on exercise set forth in Section 10 hereof).

         (c)      Listing. The Company shall use commercially reasonable efforts
to promptly secure the listing or quotation of the shares of Common Stock
issuable upon exercise of this Warrant upon each national securities exchange or
automated or electronic quotation system, if any, upon which shares of Common
Stock are then listed or quoted or become listed or quoted (subject to official
notice of issuance upon exercise of this Warrant) and shall maintain, so long as
any other shares of Common Stock shall be so listed or quoted, such listing or
quotation of all shares of Common Stock from time to time issuable upon the
exercise of this Warrant; and the Company shall so list or apply for quotation
on each national securities exchange or automated or electronic quotation
system, as the case may be, and shall maintain such listing or quotation of, any
other shares of capital stock of the Company issuable upon the exercise of this
Warrant if and so long as any shares of the same class shall be listed or quoted
on such national securities exchange or automated or electronic quotation
system.

         (d)      Certain Actions Prohibited. The Company shall not, by
amendment of its charter or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder, but will at all times in
good faith assist in the carrying out of all the provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this Warrant in order to protect the economic benefit inuring to the holder
hereof and the exercise privilege of the holder of this Warrant against dilution
or other impairment, consistent with the tenor and purpose of this Warrant.
Without limiting the generality of the foregoing, the Company (i) shall not
increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the Exercise Price then in effect, and (ii) shall
take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.

         (e)      Successors and Assigns. This Warrant shall be binding upon any
entity succeeding to the Company by merger, consolidation, or acquisition of all
or substantially all of the Company's assets.


                                      -4-
<PAGE>

         (f)      Stockholder Approval; Special Meeting of Stockholders.
Promptly following the Issuance Date, the Company and its Board of Directors
shall (i) prepare proxy materials and solicit proxies requesting Stockholder
Approval, (ii) call a special meeting (the "SPECIAL MEETING") of the Company's
stockholders (which shall be held no later than December 1, 2004, subject to any
delay caused solely by the SEC's review of the preliminary proxy statement
relating thereto) for the purpose of obtaining Stockholder Approval, (iii)
recommend that the Company's stockholders vote in favor of such approval, and
(iv) otherwise use commercially reasonable best efforts to obtain Stockholder
Approval. If Stockholder Approval is not obtained at the Special Meeting, the
Company and its Board of Directors shall continue to use commercially reasonable
best efforts to obtain Stockholder Approval and shall include in the Company's
proxy materials for the next annual meeting of the Company's stockholders
following the Issuance Date, and for each successive annual meeting of the
Company's stockholders until Stockholder Approval is obtained, a request for
Stockholder Approval, and, unless the Board of Directors receives an opinion of
counsel advising that such recommendation would constitute a breach of the
Directors' fiduciary duties imposed by applicable law, shall recommend that the
Company's stockholders vote in favor of such approval. All expenses related to
the solicitation of proxies with respect to, or otherwise incurred in connection
with, obtaining Stockholder Approval shall be borne by the Company. "STOCKHOLDER
APPROVAL" means the affirmative vote by the holders of the requisite number of
votes cast at a meeting of stockholders to duly and validly approve the removal
of the limitation to the adjustment of the number of shares of Common Stock
issuable upon exercise of the Warrant pursuant to the last sentence of Section
4(g).

4.       Antidilution Provisions. During the Exercise Period, the Exercise Price
and the number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 4.

         (a)      Stock Splits, Stock Dividends, Etc. If, at any time during the
Exercise Period, the number of outstanding shares of Common Stock is increased
by a stock split, stock dividend, combination, reclassification or other similar
event, the Exercise Price in effect immediately prior to such increase shall be
proportionately reduced, or if the number of outstanding shares of Common Stock
is decreased by a reverse stock split, combination, reclassification or other
similar event, the Exercise Price in effect immediately prior to such decrease
shall be proportionately increased.

         (b)      Merger, Consolidation, Etc. If, at any time during the
Exercise Period, there shall be (i) any reclassification or change of the
outstanding shares of Common Stock (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), (ii) any consolidation or merger of the Company
with any other entity (other than a merger in which the Company is the surviving
or continuing entity and its capital stock is unchanged), (iii) any sale or
transfer of all or substantially all of the assets of the Company or (iv) any
share exchange or other transaction pursuant to which all of the outstanding
shares of Common Stock are converted into other securities or property (each of
(i) - (iv) above being a "CORPORATE CHANGE"), then the holder hereof shall
thereafter have the right to receive upon exercise of this Warrant, in lieu of
the Warrant Shares otherwise issuable, such shares of stock, securities and/or
other property as would have been issued or payable in such Corporate Change
with respect to or in exchange for the number of Warrant Shares which would


                                      -5-
<PAGE>
have been issuable upon exercise had such Corporate Change not taken place
(without giving effect to the limitations contained in Section 10), and in any
such case, appropriate provisions (in form and substance reasonably satisfactory
to the holder hereof) shall be made with respect to the rights and interests of
the holder to the end that the economic value of this Warrant is in no way
diminished by such Corporate Change and that the provisions hereof (including,
without limitation, in the case of any such consolidation, merger or sale in
which the successor entity or purchasing entity is not the Company, an immediate
adjustment of the Exercise Price and Warrant Shares so that the Exercise Price
and Warrant Shares immediately after the Corporate Change reflects the same
relative value as compared to the value of the surviving entity's common stock
that existed between the Exercise Price and the Warrant Shares and the value of
the Company's Common Stock immediately prior to such Corporate Change) shall
thereafter be applicable, as nearly as may be practicable in relation to any
shares of stock or securities thereafter deliverable upon the exercise thereof.
The Company shall not effect any Corporate Change unless (A) the holder hereof
has received written notice of such transaction at least 30 days prior thereto,
but in no event later than 15 days prior to the record date for the
determination of stockholders entitled to vote with respect thereto, and (B) the
resulting successor or acquiring entity (if not the Company) assumes by written
instrument (in form and substance reasonable satisfactory to the holder hereof)
the obligations of the Company under this Warrant. The above provisions shall
apply regardless of whether or not there would have been a sufficient number of
shares of Common Stock authorized and available for issuance upon exercise
hereof as of the date of such transaction, and shall similarly apply to
successive reclassifications, consolidations, mergers, sales, transfers or share
exchanges.

         (c)      Distributions. If, at any time during the Exercise Period, the
Company shall declare or make any distribution of its assets (or rights to
acquire its assets) to holders of Common Stock as a partial liquidating
dividend, by way of return of capital or otherwise (including any dividend or
distribution to the Company's stockholders in cash or shares (or rights to
acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a
"DISTRIBUTION"), then the holder hereof shall be entitled, upon any exercise of
this Warrant after the date of record for determining stockholders entitled to
such Distribution (or if no such record is taken, the date on which such
Distribution is declared or made), to receive the amount of such assets which
would have been payable to the holder with respect to the Warrant Shares
issuable upon such exercise (without giving effect to the limitations contained
in Section 10) had the holder hereof been the holder of such Warrant Shares on
the record date for the determination of stockholders entitled to such
Distribution (or if no such record is taken, the date on which such Distribution
is declared or made).

         (d)      Convertible Securities and Purchase Rights. If, at any time
during the Exercise Period, the Company issues any securities or other
instruments which are convertible into or exercisable or exchangeable for Common
Stock ("CONVERTIBLE SECURITIES") or options, warrants or other rights to
purchase or subscribe for Common Stock or Convertible Securities ("PURCHASE
RIGHTS") pro rata to the record holders of any class of Common Stock, whether or
not such Convertible Securities or Purchase Rights are immediately convertible,
exercisable or exchangeable, then the holder hereof shall be entitled, upon any
exercise of this Warrant after the date of record for determining stockholders
entitled to receive such Convertible Securities or Purchase Rights (or if no
such record is taken, the date on which such Convertible Securities or Purchase
Rights are issued), to receive the aggregate number of Convertible Securities or


                                      -6-
<PAGE>

Purchase Rights which the holder would have received with respect to the Warrant
Shares issuable upon such exercise (without giving effect to the limitations
contained in Section 10) had the holder hereof been the holder of such Warrant
Shares on the record date for the determination of stockholders entitled to
receive such Convertible Securities or Purchase Rights (or if no such record is
taken, the date on which such Convertible Securities or Purchase Rights were
issued). If the right to exercise or convert any such Convertible Securities or
Purchase Rights would expire in accordance with their terms prior to the
exercise of this Warrant, then the terms of such Convertible Securities or
Purchase Rights shall provide that such exercise or convertibility right shall
remain in effect until 30 days after the date the holder receives such
Convertible Securities or Purchase Rights pursuant to the exercise hereof.

         (e)      Dilutive Issuances.

                  (i)      Adjustment Upon Dilutive Issuance. If, at any time
the Company issues or sells, or in accordance with subparagraph (ii) of this
Section 4(e) is deemed to have issued or sold, any shares of Common Stock for no
consideration or for a consideration per share less than the Exercise Price in
effect on the date of issuance or sale (or deemed issuance or sale) (a "DILUTIVE
ISSUANCE"), then effective immediately upon the Dilutive Issuance, the Exercise
Price shall be adjusted in accordance with the following formula:

                 AEP=  C x   O+P/C
                             -----
                             CSDO

where:

         AEP               = the adjusted Exercise Price;

         C                 = the Exercise Price on (a) for purposes of any
private sale of securities exempt from registration under Section 3(b) or 4(2)
of the Securities Act, the date that the Company enters into legally binding
definitive agreements for the issuance of such Common Stock, and (b) for
purposes of any other such issuance of Common Stock, the date of issuance
thereof;

         O                 = the number of shares of Common Stock outstanding
immediately prior to the Dilutive Issuance;

         P                 = the aggregate consideration, calculated as set
forth in Section 4(e)(ii) hereof, received by the Company upon such Dilutive
Issuance; and

         CSDO              = the total number of shares of Common Stock actually
outstanding (after giving effect to the Dilutive Issuance, and not including
shares of Common Stock held in the treasury of the Company), plus (a) in the
case of any adjustment required by this Section 4(e)(i) due to the issuance of
Purchase Rights, the maximum total number of shares of Common Stock issuable
upon the exercise of the Purchase Rights for which the adjustment is required
(including any Common Stock issuable upon the conversion of Convertible
Securities issuable upon the exercise of such Purchase Rights), and (y) in the
case of any adjustment required by this Section 4(e)(i) due to the issuance of
Convertible Securities, the maximum total number of shares of


                                      -7-
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Common Stock issuable upon the exercise, conversion or exchange of the
Convertible Securities for which the adjustment is required, as of the date of
issuance of such Convertible Securities, if any.

Notwithstanding the foregoing, no adjustment shall be made to this Section 4 if
such adjustment would result in an increase in the Exercise Price.

         (ii)     Effect on Exercise Price of Certain Events. For purposes of
determining the adjusted Exercise Price under clause (i) of this Section 4(e),
the following will be applicable:

                  (1)      Issuance of Purchase Rights. If the Company issues or
sells any Purchase Rights, whether or not immediately exercisable, and the price
per share for which Common Stock is issuable upon the exercise of such Purchase
Rights (and the price of any conversion of Convertible Securities, if
applicable) is less than the Exercise Price in effect on the date of issuance or
sale of such Purchase Rights, then the maximum total number of shares of Common
Stock issuable upon the exercise of all such Purchase Rights (assuming full
conversion, exercise or exchange of Convertible Securities, if applicable)
shall, as of the date of the issuance or sale of such Purchase Rights, be deemed
to be outstanding and to have been issued and sold by the Company for such price
per share. For purposes of the preceding sentence, the "price per share for
which Common Stock is issuable upon the exercise of such Purchase Rights" shall
be determined by dividing (A) the total amount, if any, received or receivable
by the Company as consideration for the issuance or sale of all such Purchase
Rights, plus the minimum aggregate amount of additional consideration, if any,
payable to the Company upon the exercise of all such Purchase Rights, plus, in
the case of Convertible Securities issuable upon the exercise of such Purchase
Rights, the minimum aggregate amount of additional consideration payable upon
the conversion, exercise or exchange thereof (determined in accordance with the
calculation method set forth in clause (ii)(2) of this Section 4(e)) at the time
such Convertible Securities first become convertible, exercisable or
exchangeable, by (B) the maximum total number of shares of Common Stock issuable
upon the exercise of all such Purchase Rights (assuming full conversion,
exercise or exchange of Convertible Securities, if applicable). No further
adjustment to the Exercise Price shall be made upon the actual issuance of such
Common Stock upon the exercise of such Purchase Rights or upon the conversion,
exercise or exchange of Convertible Securities issuable upon exercise of such
Purchase Rights.

                  (2)      Issuance of Convertible Securities. If the Company
issues or sells any Convertible Securities, whether or not immediately
convertible, exercisable or exchangeable, and the price per share for which
Common Stock is issuable upon such conversion, exercise or exchange is less than
the Exercise Price in effect on the date of issuance or sale of such Convertible
Securities, then the maximum total number of shares of Common Stock issuable
upon the conversion, exercise or exchange of all such Convertible Securities
shall, as of the date of the issuance or sale of such Convertible Securities, be
deemed to be outstanding and to have been issued and sold by the Company for
such price per share. If the Convertible Securities so issued or sold do not
have a fluctuating conversion or exercise price or exchange ratio, then for the
purposes of the preceding sentence, the "price per share for which Common Stock
is issuable upon such conversion, exercise or exchange" shall be determined by
dividing (A) the total amount, if any, received or receivable by the Company as
consideration for the issuance or sale of all such Convertible Securities, plus
the minimum aggregate amount of additional


                                      -8-
<PAGE>
consideration, if any, payable to the Company upon the conversion, exercise or
exchange thereof (determined in accordance with the calculation method set forth
in this clause (ii)(2) of this Section 4(e)) at the time such Convertible
Securities first become convertible, exercisable or exchangeable, by (B) the
maximum total number of shares of Common Stock issuable upon the exercise,
conversion or exchange of all such Convertible Securities. If the Convertible
Securities so issued or sold have a fluctuating conversion or exercise price or
exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then for purposes of
the next preceding sentence, the "price per share for which Common Stock is
issuable upon such conversion, exercise or exchange" shall be deemed to be the
lowest price per share which would be applicable (assuming all holding period
and other conditions to any discounts contained in such Variable Rate
Convertible Security have been satisfied) if the conversion price of such
Variable Rate Convertible Security on the date of issuance or sale thereof was
seventy-five percent (75%) of the actual conversion price on such date (the
"ASSUMED VARIABLE MARKET PRICE"), and, further, if the conversion price of such
Variable Rate Convertible Security at any time or times thereafter is less than
or equal to the Assumed Variable Market Price last used for making any
adjustment under this Section 4(e) with respect to any Variable Rate Convertible
Security, the Exercise Price in effect at such time shall be readjusted to equal
the Exercise Price which would have resulted if the Assumed Variable Market
Price at the time of issuance of the Variable Rate Convertible Security had been
seventy-five percent (75%) of the actual conversion price of such Variable Rate
Convertible Security existing at the time of the adjustment required by this
sentence. No further adjustment to the Exercise Price shall be made upon the
actual issuance of such Common Stock upon conversion, exercise or exchange of
such Convertible Securities.

                  (3)      Change in Option Price or Conversion Rate. If there
is a change at any time in (A) the amount of additional consideration payable to
the Company upon the exercise of any Purchase Rights; (B) the amount of
additional consideration, if any, payable to the Company upon the conversion,
exercise or exchange of any Convertible Securities; or (C) the rate at which any
Convertible Securities are convertible into or exercisable or exchangeable for
Common Stock (in each such case, other than under or by reason of provisions
designed to protect against dilution), the Exercise Price in effect at the time
of such change shall be readjusted to the Exercise Price which would have been
in effect at such time had such Purchase Rights or Convertible Securities still
outstanding provided for such changed additional consideration or changed
conversion, exercise or exchange rate, as the case may be, at the time initially
issued or sold.

                  (4)      Calculation of Consideration Received. If any Common
Stock, Purchase Rights or Convertible Securities are issued or sold for cash,
the consideration received therefor will be the amount received by the Company
therefor, after deduction of all underwriting discounts or allowances in
connection with such issuance, grant or sale. In case any Common Stock, Purchase
Rights or Convertible Securities are issued or sold for a consideration part or
all of which shall be other than cash, including in the case of a strategic or
similar arrangement in which the other entity will provide services to the
Company, purchase services from the Company or otherwise provide intangible
consideration to the Company, the amount of the consideration other than cash
received by the Company (including the net present value of the consideration
expected by the Company for the provided or purchased services) shall be the
fair market value of such consideration, except where such consideration
consists of securities, in which case the amount of consideration received by
the Company will be the


                                      -9-
<PAGE>
Market Price thereof as of the date of receipt. In case any Common Stock,
Purchase Rights or Convertible Securities are issued in connection with any
merger or consolidation in which the Company is the surviving corporation, the
amount of consideration therefor will be deemed to be the fair market value of
such portion of the net assets and business of the non-surviving corporation as
is attributable to such Common Stock, Purchase Rights or Convertible Securities,
as the case may be. Notwithstanding anything else herein to the contrary, if
Common Stock, Purchase Rights or Convertible Securities are issued or sold in
conjunction with each other as part of a single transaction or in a series of
related transactions, the holder hereof may elect to determine the amount of
consideration deemed to be received by the Company therefor by deducting the
fair value of any type of securities (the "DISREGARDED SECURITIES") issued or
sold in such transaction or series of transactions. If the holder makes an
election pursuant to the immediately preceding sentence, no adjustment to the
Exercise Price shall be made pursuant to this Section 4(e) for the issuance of
the Disregarded Securities or upon any conversion, exercise or exchange thereof.
For example, if the Company were to issue convertible notes having a face value
of $1,000,000 and warrants to purchase shares of Common Stock at an exercise
price equal to the Market Price of the Common Stock on the date of issuance of
such warrants in exchange for $1,000,000 of consideration, the fair value of the
warrants would be subtracted from the $1,000,000 of consideration received by
the Company for the purposes of determining whether the shares of Common Stock
issuable upon conversion of the convertible notes shall be deemed to be issued
at a price per share below Exercise Price and, if so, for purposes of
determining any adjustment to the Exercise Price hereunder as a result of the
issuance of the convertible notes. The Company shall calculate, using standard
commercial valuation methods appropriate for valuing such assets, the fair
market value of any consideration other than cash or securities; provided,
however, that if the holder hereof does not agree to such fair market value
calculation within three business days after receipt thereof from the Company,
then such fair market value shall be determined in good faith by an investment
banker or other appropriate expert of national reputation selected by the
Company and reasonably acceptable to the holder, with the costs of such
appraisal to be borne by the Company.

                  (5)      Issuances Pursuant to Existing Securities. If the
Company issues (or becomes obligated to issue) shares of Common Stock pursuant
to any antidilution or similar adjustments (other than as a result of stock
splits, stock dividends and the like) contained in any Convertible Securities or
Purchase Rights outstanding as of the date hereof but not included in Section
3(c) of the Disclosure Schedule to the Securities Purchase Agreement, then all
shares of Common Stock so issued shall be deemed to have been issued for no
consideration. If the Company issues (or becomes obligated to issue) shares of
Common Stock pursuant to any antidilution or similar adjustments contained in
any Convertible Securities or Purchase Rights included in Section 3(c) of the
Disclosure Schedule to the Securities Purchase Agreement as a result of the
issuance of the Series A Preferred Stock or Warrants pursuant to the Securities
Purchase Agreement and the number of shares that the Company issues (or is
obligated to issue) as a result of such initial issuance exceeds the amount
specified in Section 3(c) of the Disclosure Schedule to the Securities Purchase
Agreement, such excess shares shall be deemed to have been issued for no
consideration.

                  (6)      Exceptions to Adjustment of Exercise Price.
Notwithstanding the foregoing, no adjustment to the Exercise Price shall be made
upon (A) this issuance of Common Stock upon the exercise or conversion of any
Convertible Securities or Purchase Rights


                                      -10-
<PAGE>
outstanding on the Issue Date and described in Section 3(c) of the Disclosure
Schedule to the Securities Purchase Agreement in accordance with the terms of
such Convertible Securities and Purchase Rights as of such date; (B) the grant
of options to purchase Common Stock, with exercise prices not less than the
Market Price of the Common Stock on the date of grant, which are issued to
employees, officers, directors or consultants of the Company for the primary
purpose of soliciting or retaining their employment or service pursuant to any
equity compensation plan of the Company in effect on the Issue Date, and the
issuance of shares of Common Stock upon the exercise thereof; (C) conversion of
the Series A Preferred Stock or exercise of the Warrants, or (D) the issuance of
securities in connection with strategic business partnerships or joint ventures,
the primary purpose of which, in the reasonable judgment of the Board of
Directors, is not to raise additional capital.

         (f)      Other Action Affecting Exercise Price. If, at any time during
the Exercise Period, the Company takes any action affecting the Common Stock
that would be covered by Section 4(a) through (e), but for the manner in which
such action is taken or structured, which would in any way diminish the value of
this Warrant, then the Exercise Price shall be adjusted in such manner as the
Board of Directors of the Company shall in good faith determine to be equitable
under the circumstances.

         (g)      Adjustment in Number of Shares. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 4, the number of
shares of Common Stock issuable upon exercise of this Warrant at each such
Exercise Price shall be adjusted by multiplying a number equal to the Exercise
Price in effect immediately prior to such adjustment by the number of shares of
Common Stock issuable upon exercise of this Warrant at such Exercise Price
immediately prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price. Notwithstanding the foregoing, no adjustment to the
number of shares of Common Stock issuable upon exercise of this Warrant shall be
made as a result of adjustments to the Exercise Price pursuant to Section 4(e)
unless Stockholder Approval has been obtained, after which time the limitation
set forth in this sentence shall be of no force or effect for future
adjustments; provided, however, that once Stockholder Approval has been
obtained, any adjustment made to the Exercise Price prior to Stockholder
Approval that would have resulted in an adjustment to the number of shares of
Common Stock issuable upon the exercise of this Warrant but for the limitation
set forth in this sentence shall be applied effective as of the date of the
dilutive issuance giving rise to such adjustment as if such limitation had not
existed.

         (h)      Notice of Adjustment. Upon the occurrence of any event which
requires any adjustment or readjustment of the Exercise Price or change in
number or type of stock, securities and/or other property issuable upon exercise
of this Warrant, then, and in each such case, the Company shall give notice
thereof to the holder hereof, which notice shall state the Exercise Price
resulting from such adjustment or readjustment and any change in the number of
type of stock, securities and/or other property issuable upon exercise of this
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Such calculation shall be certified
by the chief financial officer of the Company.

         (i)      No Fractional Shares. No fractional shares of Common Stock are
to be issued upon the exercise of this Warrant, but the Company shall pay a cash
adjustment in respect of any


                                      -11-
<PAGE>
fractional share which would otherwise be issuable in an amount equal to the
same fraction of the Market Price of a share of Common Stock on the date of such
exercise.

         (j)      Other Notices. In case at any time:

                  (i)      the Company shall declare any dividend upon the
Common Stock payable in shares of stock of any class or make any other
distribution (other than dividends or distributions payable in cash out of
retained earnings consistent with the Company's past practices with respect to
declaring dividends and making distributions) to the holders of the Common
Stock;

                  (ii)     the Company shall offer for subscription pro rata to
the holders of the Common Stock any additional shares of stock of any class or
other rights;

                  (iii)    there shall be any capital reorganization of the
Company, or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially all of its assets to,
another corporation or entity; or

                  (iv)     there shall be a voluntary or involuntary
dissolution, liquidation or winding up of the Company;

then, in each such case, the Company shall give to the holder of this Warrant
(A) notice of the date or estimated date on which the books of the Company shall
close or a record shall be taken for determining the holders of Common Stock
entitled to receive any such dividend, distribution, or subscription rights or
for determining the holders of Common Stock entitled to vote in respect of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up and (B) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, notice of the date (or, if not then known, a reasonable estimate
thereof by the Company) when the same shall take place. Such notice shall also
specify the date on which the holders of Common Stock shall be entitled to
receive such dividend, distribution, or subscription rights or to exchange their
Common Stock for stock or other securities or property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be. Such notice shall be given at
least thirty (30) days prior to the record date or the date on which the
Company's books are closed in respect thereto. Failure to give any such notice
or any defect therein shall not affect the validity of the proceedings referred
to in clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing,
the Company shall publicly disclose the substance of any notice delivered
hereunder prior to delivery of such notice to the holder hereof.

5.       Issue Tax. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

6.       No Rights or Liabilities as a Stockholder. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a stockholder
of the Company. No provision of this


                                      -12-
<PAGE>
Warrant, in the absence of affirmative action by the holder hereof to purchase
Warrant Shares, and no mere enumeration herein of the rights or privileges of
the holder hereof, shall give rise to any liability of such holder for the
Exercise Price or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.

7.       Transfer, Exchange, Redemption and Replacement of Warrant.

         (a)      Restriction on Transfer. This Warrant and the rights granted
to the holder hereof are transferable, in whole or in part, upon surrender of
this Warrant, together with a properly executed assignment in the form attached
hereto, at the office or agency of the Company referred to in Section 7(e)
below, provided, however, that any transfer or assignment shall be subject to
the conditions set forth in Sections 7(f) and 10 hereof and to the provisions of
Section 5 of the Securities Purchase Agreement. Until due presentment for
registration of transfer on the books of the Company, the Company may treat the
registered holder hereof as the owner and holder hereof for all purposes, and
the Company shall not be affected by any notice to the contrary. Notwithstanding
anything to the contrary contained herein, the registration rights described in
Section 8 hereof are assignable only in accordance with the provisions of the
Registration Rights Agreement.

         (b)      Warrant Exchangeable for Different Denominations. This Warrant
is exchangeable, upon the surrender hereof by the holder hereof at the office or
agency of the Company referred to in Section 7(e) below, for new Warrants of
like tenor of different denominations representing in the aggregate the right to
purchase the number of shares of Common Stock which may be purchased hereunder,
each of such new Warrants to represent the right to purchase such number of
shares (at the Exercise Price therefor) as shall be designated by the holder
hereof at the time of such surrender.

         (c)      Replacement of Warrant. Upon 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, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

         (d)      Cancellation; Payment of Expenses. Upon the surrender of this
Warrant in connection with any transfer, exchange, or replacement as provided in
this Section 7, this Warrant shall be promptly canceled by the Company. The
holder shall pay all taxes and all other expenses (other than legal expenses, if
any, incurred by the Company) and charges payable in connection with the
preparation, execution, and delivery of Warrants pursuant to this Section 7. The
Company shall indemnify and reimburse the holder of this Warrant for all losses
and damages arising as a result of or related to any breach of the terms of this
Warrant, including costs and expenses (including legal fees) incurred by such
holder in connection with the enforcement of its rights hereunder.

         (e)      Warrant Register. The Company shall maintain, at its principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the holder hereof), a register for this Warrant, in which
the Company shall record the name and address of


                                      -13-
<PAGE>
the person in whose name this Warrant has been issued, as well as the name and
address of each transferee and each prior owner of this Warrant.

         (f)      Transfer or Exchange Without Registration. If, at the time of
the surrender of this Warrant in connection with any transfer or exchange of
this Warrant, this Warrant (or, in the case of any exercise, the Warrant Shares
issuable hereunder) shall not be registered under the Securities Act and under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such transfer or exchange, (i) that the holder or
transferee of this Warrant, as the case may be, furnish to the Company a written
opinion of counsel (which opinion shall be in form, substance and scope
customary for opinions of counsel in comparable transactions) to the effect that
such transfer or exchange may be made without registration under the Securities
Act and under applicable state securities or blue sky laws (the cost of which
shall be borne by the Company if the Company's counsel renders such an opinion,
and up to $1,000 of such cost (subject to a maximum aggregate cost of $10,000)
shall be borne by the Company if the holder's counsel is required to render such
opinion), (ii) that the holder or transferee execute and deliver to the Company
an investment letter in form and substance acceptable to the Company and (iii)
that the transferee be an "ACCREDITED INVESTOR" as defined in Rule 501(a)
promulgated under the Securities Act.

8.       Registration Rights. The initial holder of this Warrant (and certain
assignees thereof) is entitled to the benefit of such registration rights in
respect of the Warrant Shares as are set forth in the Registration Rights
Agreement, including the right to assign such rights to certain assignees, as
set forth therein.

9.       Cashless Exercise. This Warrant may be exercised at any time during the
Exercise Period by presentation and surrender of this Warrant to the Company at
its principal executive offices with a written notice of the holder's intention
to effect a cashless exercise, including a calculation of the number of shares
of Common Stock to be issued upon such exercise in accordance with the terms
hereof (a "CASHLESS EXERCISE"). In the event of a Cashless Exercise, in lieu of
paying the Exercise Price in cash, the holder shall surrender this Warrant for
that number of shares of Common Stock determined by multiplying the number of
Warrant Shares to which it would otherwise be entitled by a fraction, the
numerator of which shall be the difference between the then current Market Price
of a share of the Common Stock on the date of exercise and the Exercise Price,
and the denominator of which shall be the then current Market Price per share of
Common Stock.

10.      Restrictions on Exercise and Transfer. In no event shall the holder
hereof have the right to exercise any portion of this Warrant for shares of
Common Stock or to dispose of any portion of this Warrant to the extent that
such right to effect such exercise or disposition would result in the holder and
its affiliates together beneficially owning more than 4.99% of the outstanding
shares of Common Stock. For purposes of this Section 10, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and Regulation 13D-G thereunder. The restriction
contained in this Section 10 may not be altered, amended, deleted or changed in
any manner whatsoever unless the holders of a majority of the outstanding shares
of Common Stock and the holder hereof shall approve, in writing, such
alteration, amendment, deletion or change.


                                      -14-
<PAGE>

11.      Certain Definitions. For purposes of this Warrant, the following
capitalized terms shall have the respective meanings assigned to them:

         (a)      "BUSINESS DAY" means any day, other than a Saturday or Sunday
or a day on which banking institutions in the State of New York are authorized
or obligated by law, regulation or executive order to close.

         (b)      "MARKET PRICE" means, for any security as of any date, the
last sales price of such security on the principal trading market where such
security is listed or traded as reported by Bloomberg Financial Markets (or a
comparable reporting service of national reputation selected by the Company and
reasonably acceptable to the holder hereof if Bloomberg Financial Markets is not
then reporting closing sales prices of such security) (in any case,
"BLOOMBERG"), or if the foregoing does not apply, the last reported sales price
of such security on a national exchange or in the over-the-counter market on the
electronic bulletin board for such security as reported by Bloomberg, or, if no
such price is reported for such security by Bloomberg, the average of the bid
prices of all market makers for such security as reported in the "pink sheets"
by the National Quotation Bureau, Inc., in each case for such date or, if such
date was not a trading day for such security, on the next preceding date which
was a trading day. If the Market Price cannot be calculated for such security as
of either of such dates on any of the foregoing bases, the Market Price of such
security on such date shall be the fair market value as reasonably determined by
an investment banking firm selected by the Company and reasonably acceptable to
the holder hereof, with the costs of such appraisal to be borne by the Company.

         (c)      "TRADING DAY" means any day on which the SmallCap Market or,
if the Common Stock is not then traded on the SmallCap Market, the principal
national securities exchange, automated quotation system or other trading market
where the Common Stock is then listed, quoted or traded, is open for trading.

12.      Miscellaneous.

         (a)      Governing Law; Jurisdiction. This Warrant shall be governed by
and construed in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in the State of Delaware. The Company
irrevocably consents to the jurisdiction of the United States federal courts and
the state courts located in the County of New Castle, State of Delaware, in any
suit or proceeding based on or arising under this Warrant and irrevocably agrees
that all claims in respect of such suit or proceeding may be determined in such
courts. The Company irrevocably waives the defense of an inconvenient forum to
the maintenance of such suit or proceeding in such forum. The Company further
agrees that service of process upon the Company mailed by first class mail shall
be deemed in every respect effective service of process upon the Company in any
such suit or proceeding. Nothing herein shall affect the right of the holder to
serve process in any other manner permitted by law. The Company agrees that a
final non-appealable judgment in any such suit or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on such judgment or in any
other lawful manner.

         (b)      Construction. Whenever the context requires, the gender of any
 word used in this Warrant includes the masculine, feminine or neuter, and the
number of any word includes the singular or plural. Unless the context otherwise
requires, all references to articles and sections


                                      -15-
<PAGE>
refer to articles and sections of this Warrant, and all references to schedules
are to schedules attached hereto, each of which is made a part hereof for all
purposes. The descriptive headings of the several articles and sections of this
Warrant are inserted for purposes of reference only, and shall not affect the
meaning or construction of any of the provisions hereof.

         (c)      Severability. If any provision of this Warrant shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Warrant or the validity or enforceability of this Warrant in
any other jurisdiction.

         (d)      Entire Agreement; Amendments. This Warrant contains the entire
understanding of the Company and the holder hereof with respect to the matters
covered herein. Subject to any additional express provisions of this Warrant, no
provision of this Warrant may be waived other than by an instrument in writing
signed by the party to be charged with enforcement, and no provision of this
Warrant may be amended other than by an instrument in writing signed by the
Company and the holder.

         (e)      Notices. Any notices required or permitted to be given under
the terms of this Warrant shall be sent by certified or registered mail (return
receipt requested) or delivered personally, by nationally recognized overnight
carrier or by confirmed facsimile transmission, and shall be effective five days
after being placed in the mail, if mailed, or upon receipt or refusal of
receipt, if delivered personally or by nationally recognized overnight carrier
or confirmed facsimile transmission, in each case addressed to a party. The
initial addresses for such communications shall be as follows, and each party
shall provide notice to the other parties of any change in such party's address:

                  (i)      If to the Company:

                           Remote Dynamics, Inc.
                           1155 Kas Drive, Suite 100
                           Richardson, TX 75081
                           Telephone: 972-301-2733
                           Facsimile:  972-301-2263
                           Attention:  J. Raymond Bilbao, Esquire

                           with a copy simultaneously transmitted by like means
                           (which transmittal shall not constitute notice
                           hereunder) to:

                           Locke Liddell & Sapp LLP
                           2200 Ross Avenue
                           Suite 2200
                           Dallas, TX 75201-6776
                           Telephone: 214-740-8570
                           Facsimile:  214-756-8570
                           Attention:  Stephen L. Sapp. Esquire



                                      -16-
<PAGE>

                  (ii)     If to the holder, at such address as shall be set
forth in the Warrant Register from time to time.


         (f)      Successors and Assigns. This Warrant shall be binding upon and
inure to the benefit of the Company, the holder and their respective permitted
successors and assigns. Except as provided herein, the Company shall not assign
this Warrant or its obligations hereunder. The holder hereof may assign or
transfer this Warrant and such holders rights hereunder in accordance with
Section 7 hereof.

         (g)      Equitable Relief. The Company acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to the holder by
vitiating the intent and purpose of this Warrant. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations hereunder
will be inadequate and agrees, in the event of a breach or threatened breach by
the Company of the provisions of this Warrant, that the holder shall be
entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and
without any bond or other security being required.

                [REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY]


                                      -17-

<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.


                                      REMOTE DYNAMICS, INC.



                                      By:      /s/ W/ Michael Smith
                                             ---------------------------------
                                      Name:   W. Michael Smith
                                      Title:  Chief Operating Officer















                   [SIGNATURE PAGE TO STOCK PURCHASE WARRANT]


<PAGE>
                             FORM OF EXERCISE NOTICE

         (TO BE EXECUTED BY THE HOLDER IN ORDER TO EXERCISE THE WARRANT)

To:      Remote Dynamics, Inc.
         1155 Kas Drive, Suite 1000
         Richardson, TX 75081
         Facsimile: (972) 301-2263
         Attention: Chief Executive Officer

         The undersigned hereby irrevocably exercises the right to purchase
_____________ shares of the Common Stock of Remote Dynamics, Inc., a corporation
organized under the laws of the State of Delaware (the "COMPANY"), at the
current Exercise Price of $____, evidenced by the attached Warrant, and herewith
[makes payment of the Exercise Price with respect to such shares in full][elects
to effect a Cashless Exercise (as defined in Section 9 of such Warrant)], all in
accordance with the conditions and provisions of said Warrant.

         The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any Common Stock obtained on exercise of the Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

                  [ ] The undersigned requests that the Company cause its
                  transfer agent to electronically transmit the Common Stock
                  issuable pursuant to this Exercise Notice to the account of
                  the undersigned or its nominee (which is _________________)
                  with DTC through its Deposit Withdrawal Agent Commission
                  System ("DTC TRANSFER"), provided that such transfer agent
                  participates in the DTC Fast Automated Securities Transfer
                  program.

                  [ ] In lieu of receiving the shares of Common Stock issuable
                  pursuant to this Exercise Notice by way of DTC Transfer, the
                  undersigned hereby requests that the Company cause its
                  transfer agent to issue and deliver to the undersigned
                  physical certificates representing such shares of Common
                  Stock.

The undersigned requests that a Warrant representing any unexercised portion
hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:

Dated:
      ----------------------                    --------------------------------
                                                        Signature of Holder

                                                --------------------------------
                                                     Name of Holder (Print)

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



                                      -19-
<PAGE>
                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers all the rights of the undersigned under the within Warrant, with
respect to the number of shares of Common Stock covered thereby set forth
hereinbelow, to:

Name of Assignee                     Address                    No. of Shares
----------------                     -------                    -------------


, and hereby irrevocably constitutes and appoints _____________________________
as agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the premises.


Dated:
      --------------, --------

In the presence of

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

                                  Name:
                                       ----------------------------------------


                                  Signature:
                                            -----------------------------------
                                  Title of Signing Officer or Agent (if any):


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

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

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

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

                                  Note: The above signature should correspond
                                        exactly with the name on the face of the
                                        within Warrant.


                                      -1-