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                                                                     EXHIBIT 4.7
                               WARRANT AGREEMENT

     Agreement made as of __________, 2001 between Frost Capital Group, Inc. a
Delaware corporation, with offices at 327 Plaza Real, Suite 319, Boca Raton, FL
33432 ("Company"), and American Stock Transfer & Trust Company, a New York
corporation, with offices at 40 Wall Street, New York, New York 10005 (herein
called "Warrant Agent").

     WHEREAS, the Company has issued or has determined to issue up to (i)
1,437,500 redeemable Class A Warrants ("Class A Warrants"), (ii) 1,437,500
redeemable Class B Warrants ("Class B Warrants"), (iii) 1,437,500 redeemable
Class C Warrants ("Class C Warrants," together with the Class A Warrants and
Class B Warrants, the "Public Warrants"), (iv) 80,000 redeemable Class A
Warrants, 80,000 redeemable Class B Warrants and 80,000 redeemable Class C
Warrants to the directors and officers of the Company (together, "Directors' and
Officers' Warrants") and (v) 125,000 Class A Warrants, 125,000 Class B Warrants
and 125,000 Class C Warrants (together, "Representative's Warrants," together
with the Public Warrants, and the Directors' and Officers' Warrants, "Warrants")
issued or issuable upon exercise of a Purchase Option ("Purchase Option") to GBI
Capital Partners Inc., the representative of the underwriters for the Company's
initial public offering ("Representative"), or its designees, evidencing the
right of the holders thereof to purchase an aggregate of 4,927,500 shares of
common stock of the Company, $.0001 par value per share ("Common Stock"), which
Warrants have been issued or will be issued as described in the Company's
Registration Statement on Form S-1, Registration No. 333-60566, declared
effective __________, 2001 ("Registration Statement"); and

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the
Warrants; and

     WHEREAS, the Company desires to provide for the form and provisions of the
Warrants, the terms upon which they shall be issued and exercised, and the
respective rights and limitation of rights of the Company, the Warrant Agent,
and the holders of the Warrants; and

     WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

1.   APPOINTMENT OF WARRANT AGENT. The Company hereby appoints the Warrant Agent
to act as agent for the Company for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.
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2.   WARRANTS.

     2.1  FORM OF WARRANT.  Each Class A Warrant, Class B Warrant, and Class C
Warrant, respectively, shall be issued in registered form only, shall be in
substantially the forms of Exhibit A, B and C hereto, shall be signed by, or
bear the facsimile signature of, the Chairman of the Board or President and
Secretary or Assistant Secretary of the Company and shall bear a facsimile of
the Company's seal. In the event the person whose facsimile signature has been
placed upon any Warrant shall have ceased to serve in the capacity in which such
person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he had not ceased to be such at the date of issuance. No
Warrant may be exercised until it has been countersigned by the Warrant Agent as
provided in Section 2.3 hereof.

     2.2  EFFECT OF COUNTERSIGNATURE.  Unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no
effect.

     2.3  EVENTS FOR COUNTERSIGNATURE.  The Warrant Agent shall countersign a
Warrant only upon the occurrence of either of the following events:

                    (i)   if the Warrant is to be issued in exchange or
substitution for one or more previously countersigned Warrants, as hereinafter
provided; or

                    (ii)  if the Company instructs the Warrant Agent to do so.

     2.4  REGISTRATION.

          2.4.1  WARRANT REGISTER.  The Warrant Agent shall maintain books
("Warrant Register") for the registration of original issuance and the
registration of transfer of the Warrants.  Upon the initial issuance of the
Warrants, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.

          2.4.2  REGISTERED HOLDER.  Prior to due presentment for registration
of transfer of any Warrant, the Company and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register ("registered holder") as the absolute owner of such Warrant and of each
Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant Certificate made by anyone other than the Company or the
Warrant Agent), for the purpose of any exercise thereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice to the contrary.

     2.5  DETACHABILITY OF CLASS A WARRANTS.  The Class A Warrants and Common
Stock which comprise the units ("Units") as described in the Registration
Statement will not trade separately until the 90th day after the effective date
of the Registration Statement unless the Representative informs the Company of
the Representative's decision to allow earlier separate trading. In no event,
however, can the Class A Warrants and Common Stock be traded separately until
the Company files with the Securities and Exchange Commission an audited balance
sheet reflecting the Company's receipt of the proceeds of the initial public
offering described in the Registration Statement.

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3.   TERMS AND EXERCISE OF PUBLIC WARRANTS.

     3.1  WARRANT PRICE.  Each Class A Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company, at
a price of $5.25, one share of Common Stock and one Class B Warrant, subject to
the adjustments provided in Section 4 hereof. Each Class B Warrant shall, when
countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such Warrant and of this Warrant Agreement, to
purchase from the Company, at a price of $7.50, one share of Common Stock and
one Class C Warrant, subject to the adjustments provided in Section 4 hereof.
Each Class C Warrant shall, when countersigned by the Warrant Agent, entitle the
registered holder thereof, subject to the provisions of such Warrant and of this
Warrant Agreement, to purchase from the Company, at a price of $9.75, one share
of Common Stock, subject to the adjustments provided in Section 4 hereof. The
term "Warrant Price" as used in this Warrant Agreement refers to the price per
share at which Common Stock may be purchased at the time a Warrant is exercised.

     3.2  DURATION OF WARRANTS.  A Warrant may be exercised only during the
period ("Exercise Period") commencing on the later of the consummation by the
Company of a business combination as described in the Registration Statement or
__________, 2002, and terminating on the earlier to occur of (i) __________,
2007 or (ii) the date fixed for redemption of such Warrant as provided in
Section 6 of this Agreement, except that the Representative's Warrants shall
expire on _________, 2006 (the "Expiration Date"). Each Warrant not exercised on
or before the Expiration Date shall become void, and all rights thereunder and
all rights in respect thereof under this Agreement shall cease at the close of
business on the Expiration Date.

     3.3  EXERCISE OF WARRANTS.

          3.3.1  PAYMENT.  A Warrant, when countersigned by the Warrant Agent,
may be exercised by the registered holder thereof by surrendering it, at the
office of the Warrant Agent, or at the office of its successor as Warrant Agent,
in the Borough of Manhattan, City and State of New York, with the subscription
form, as set forth in the Warrant and in substantially the forms of Exhibit A,
Exhibit B and Exhibit C hereto, duly executed, and by paying in full, in lawful
money of the United States, in cash, good certified check or good bank draft
payable to the order of the Company, the Warrant Price for each full share of
Common Stock as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the Common Stock, and the issuance of the Common Stock.

          3.3.2  ISSUANCE OF CERTIFICATES. As soon as practicable after the
exercise of any Class A Warrant, the Company shall issue to the registered
holder of such Class A Warrant a certificate or certificates for the number of
full shares of Common Stock and full Class B Warrants to which such registered
holder is entitled, registered in such name or names as may be directed by the
registered holder, and if such Class A Warrant shall not have been exercised in
full, a new countersigned Class A Warrant for the number of shares of Common
Stock and the number of Class B Warrants as to which such Class A Warrant shall
not have been exercised. As soon as practicable after the exercise of any Class
B Warrant, the Company shall issue to the registered holder of such Class B
Warrant a certificate or certificates for the number

                                       3
<PAGE>

of full shares of Common Stock and full Class C Warrants to which such
registered holder is entitled, registered in such name or names as may be
directed by the registered holder, and if such Class B Warrant shall not have
been exercised in full, a new countersigned Class B Warrant for the number of
shares of Common Stock and the number of Class C Warrants as to which such Class
B Warrant shall not have been exercised. As soon as practicable after the
exercise of any Class C Warrant, the Company shall issue to the registered
holder of such Class C Warrant a certificate or certificates for the number of
full shares of Common Stock to which such registered holder is entitled,
registered in such name or names as may be directed by the registered holder,
and if such Class C Warrant shall not have been exercised in full, a new
countersigned Class C Warrant for the number of shares of Common Stock as to
which such Class C Warrant shall not have been exercised. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any securities pursuant
to the exercise of a Warrant unless a registration statement under the
Securities Act of 1933, with respect to the securities is then currently
effective. Warrants may not be exercised by, or securities issued to, any
registered holder in any state in which such exercise would be unlawful.

          3.3.3  VALID ISSUANCE. All shares of Common Stock, all Class B
Warrants and all Class C Warrants issued upon the proper exercise of a Warrant
in conformity with this Agreement shall be validly issued.

          3.3.4  DATE OF ISSUANCE. Each person in whose name any such
certificate for shares of Common Stock is issued and any such certificate for
Warrants is issued shall for all purposes be deemed to have become the holder of
record of such shares and Warrants on the date on which the Warrant was
surrendered and payment of the Warrant Price was made, irrespective of the date
of delivery of such certificates, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such
person shall be deemed to have become the holder of such shares and Warrants at
the close of business on the next succeeding date on which the stock transfer
books are open.

          3.3.5  WARRANT SOLICITATION FEE.

                 (a)  The Company has engaged the Representative, on a non-
exclusive basis, as its agent for the solicitation of the exercise of the
Warrants in accordance with the rules and regulations of the National
Association of Securities Dealers, Inc. The Company has also agreed to (i)
assist the Representative with respect to such solicitation, if reasonably
requested by the Representative, and (ii) at the Representative's request,
provide the Representative and direct the Company's transfer and warrant agent
to deliver to the Representative, at the Company's cost, lists of the record
and, to the extent known, beneficial owners of the Company's Warrants.
Accordingly, the Company hereby instructs the Warrant Agent to cooperate with
the Representative in connection with the Representative's solicitation
activities, including but not limited to providing to the Representative, at the
Company's cost, such list of record and beneficial holders of the Warrants.

                 (b)  If, upon the exercise of any Warrant: (i) the market price
of the Company's Common Stock is greater and such satisfaction was confirmed in
writing by the holder of such Warrant than the then Warrant Price, (ii) the
exercise of the Warrant was solicited by the Representative, (iii) the Warrant
was not held in a discretionary account, then the Warrant

                                       4
<PAGE>

Agent, simultaneously with the distribution of proceeds to the Company received
upon exercise of the Warrant(s) so exercised, shall, on behalf of the Company,
pay from the proceeds received upon exercise of the Warrant(s), a fee of 5% of
the Warrant Price to the Representative for each Warrant e for each Warrant
exercised more than one year after the effective date of the Registration
Statement. The Representative and the Company may at any time during business
hours, examine the records of the Warrant Agent, including its ledger of
original Warrants certificates returned to the Warrant Agent upon exercise of
Warrants.

                 (c)  The provisions of this Section 3.3.5 may not be modified,
amended or deleted without the prior written consent of the Representative.

          3.3.6  DIRECTORS' AND OFFICERS' WARRANTS. In connection with certain
services to be performed for the Company, the Company will issue immediately
prior to the effective date of the Registration Statement 80,000 Class A
warrants to its officers and directors , which are identical to the Class A
Warrants covered by this Agreement.

          3.3.7  REPRESENTATIVE'S WARRANTS. In connection with its services as
Representative, the Company has issued to the Representative or its designees
the Purchase Option. The Representative's Warrants, which will be issued or will
be issuable upon exercise of the Purchase Option, are identical to the Public
Warrants covered by this Agreement except that they have cashless exercise
rights and will expire on ___________, 2006.

4.   ADJUSTMENTS.

     4.1  STOCK DIVIDENDS - SPLIT-UPS. If after the date hereof, and subject to
the provisions of Section 4.5 hereof, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock or by a
split-up of shares of Common Stock or other similar event, then, on the
effective day thereof, the number of shares issuable on exercise of each Warrant
shall be increased in proportion to such increase in outstanding shares and the
then applicable Warrant Price shall be correspondingly decreased; provided that
no adjustment shall be made for the number of Class B Warrants issuable on
exercise of each Class A Warrant and no adjustment shall be made for the number
of Class C Warrants issuable on exercise of each Class B Warrant.

     4.2  AGGREGATION OF SHARES. If after the date hereof, and subject to the
provisions of Section 4.5 hereof, the number of outstanding shares of Common
Stock is decreased by a consolidation, combination or reclassification of shares
of Common Stock or other similar event, then, after the effective date of such
consolidation, combination or reclassification, the number of shares issuable on
exercise of each Warrant shall be decreased in proportion to such decrease in
outstanding shares and the then applicable Warrant Price shall be
correspondingly increased; provided that no adjustment shall be made for the
number of Class B Warrants issuable on exercise of each Class A Warrant and no
adjustment shall be made for the number of Class C Warrants issuable on exercise
of each Class B Warrant.

     4.3  REORGANIZATION, ETC. If after the date hereof any capital
reorganization or reclassification of the Common Stock of the Company, or
consolidation or merger of the Company with another corporation, or the sale of
all or substantially all of its assets to another

                                       5
<PAGE>

corporation or other similar event shall be effected, then, as a condition of
such reorganization, reclassification, consolidation, merger, or sale, lawful
and fair provision shall be made whereby the Warrant holders shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the securities of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, such shares of stock, securities or assets as
may be issued or payable with respect to or in exchange for the number of
outstanding shares of such Common Stock equal to the number of shares of Common
Stock and number of Warrants immediately theretofore purchasable and receivable
upon the exercise of the rights represented by the Warrants, had such
reorganization, reclassification, consolidation, merger, or sale not taken place
and in such event appropriate provision shall be made with respect to the rights
and interests of the Warrant holders to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Warrant Price
and of the number of shares of Common Stock purchasable upon the exercise of the
Warrants) shall thereafter be applicable, as nearly as may be in relation to any
share of stock, securities or assets thereafter deliverable upon the exercise
hereof. The Company shall not effect any such consolidation, merger, or sale
unless prior to the consummation thereof the successor corporation (if other
than the Company) resulting from such consolidation or merger, or the
corporation purchasing such assets, shall assume by written instrument executed
and delivered to the Warrant Agent the obligation to deliver to the Warrant
holders such shares of stock, securities or assets as, in accordance with the
foregoing provisions, such holders may be entitled to purchase.

     4.4  NOTICES OF CHANGES IN WARRANT. Upon every adjustment of the Warrant
Price or the number of shares of Common Stock issuable on exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice
shall state the Warrant Price resulting from such adjustment and the increase or
decrease, if any, in the number of shares of Common Stock purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in Sections 4.1, 4.2 or 4.3, the Company
shall give written notice in the manner set forth above of the record date for
such dividend, distribution, or subscription rights, or the effective date of
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, winding up or issuance. Such notice shall also specify the date as
of which the holders of Common Stock of record shall participate in such
dividend, distribution, or subscription rights, or shall be entitled to exchange
their Common Stock for stock, securities or other assets deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, winding up or issuance. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such event.

     4.5  NO FRACTIONAL SHARES. Notwithstanding any provision contained in this
Warrant Agreement to the contrary, the Company shall not issue fractional shares
upon exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4, the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, purchase such fractional interest, determined as follows:

                    (i)  If the Common Stock is listed on a national securities
exchange or admitted to unlisted trading privileges on such exchange or listed
for trading on The

                                       6
<PAGE>

Nasdaq National Market or The Nasdaq SmallCap Market or the OTC Bulletin Board,
the current value shall be the last reported sale price of the Common Stock on
such exchange on the last business day prior to the date of exercise of such
Warrant or if no such sale is made on such day, the average of the closing bid
and asked prices for such day on such exchange; or

                    (ii)   If the Common Stock is not listed or admitted to
unlisted trading privileges, the current value shall be the mean of the last
reported bid and asked prices reported by the National Quotation Bureau, Inc. on
the last business day prior to the date of the exercise of such Warrant; or

                    (iii)  If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not so reported, the
current value shall be an amount determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.

     4.6  FORM OF WARRANT. The form of Warrant need not be changed because of
any adjustment pursuant to this Section 4, and Warrants issued after such
adjustment may state the same Warrant Price and the same number of shares as is
stated in the Warrants initially issued pursuant to this Agreement. However, the
Company may at any time in its sole discretion make any change in the form of
Warrant that the Company may deem appropriate and that does not affect the
substance thereof, and any Warrant thereafter issued or countersigned, whether
in exchange or substitution for an outstanding Warrant or otherwise, may be in
the form as so changed.

5.   TRANSFER AND EXCHANGE OF WARRANTS.

     5.1  REGISTRATION OF TRANSFER. The Warrant Agent shall register the
transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant representing an equal aggregate
number of Warrants shall be issued and the old Warrant shall be cancelled by the
Warrant Agent. The Warrant so cancelled shall be delivered by the Warrant Agent
to the Company from time to time upon request.

     5.2  PROCEDURE FOR SURRENDER OF WARRANTS. Warrants may be surrendered to
the Warrant Agent, together with a written request for exchange or transfer, and
thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the registered holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that in
the event that a Warrant surrendered for transfer bears a restrictive legend,
the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange therefor until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the
new Warrants must also bear a restrictive legend.

     5.3  FRACTIONAL WARRANTS. The Warrant Agent shall not be required to effect
any registration of transfer or exchange which will result in the issuance of a
warrant certificate for a fraction of a warrant.

                                       7
<PAGE>

     5.4  SERVICE CHARGES. No service charge shall be made for any exchange or
registration of transfer of Warrants.

     5.5  WARRANT EXECUTION AND COUNTERSIGNATURE. The Warrant Agent is hereby
authorized to countersign and to deliver, in accordance with the terms of this
Agreement, the Warrants required to be issued pursuant to the provisions hereof,
and the Company, whenever required by the Warrant Agent, will supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such purpose.

6.   REDEMPTION.

     6.1  REDEMPTION.  Each of the outstanding Warrants may be redeemed, at the
option of the Company, as a whole and not in part, after they become exercisable
and prior to their expiration, at the office of the Warrant Agent, upon the
notice referred to in Section 6.2 hereof, at the price of $.05 per Redeemable
Warrant ("Redemption Price"), provided that the last sale price of the Common
Stock equals or exceeds $8.50 per share with respect to the Class A Warrants,
$10.50 per share with respect to the Class B Warrants and $12.00 per share with
respect to the Class C Warrants on each of the twenty (20) consecutive trading
days ending on the third day prior to the date on which notice of redemption is
given. Notwithstanding the foregoing, the Company may not call the Redeemable
Warrants for redemption without the Representative's prior consent. (which
consent shall not be unreasonably withheld).

     6.2  DATE FIXED FOR, AND NOTICE OF, REDEMPTION. In the event the Company
shall elect to redeem the Redeemable Warrants, the Company shall fix a date for
the redemption. Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than 30 days prior to the date fixed
for redemption to the registered holders of the Warrants to be redeemed at their
last address, as they shall appear on the registration books. Any notice mailed
in the manner herein provided shall be conclusively presumed to have been duly
given whether or not the registered holder received such notice.

     6.3  EXERCISE AFTER NOTICE OF REDEMPTION. The Warrants may be exercised in
accordance with Section 3 of this Agreement at any time after notice of
redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the time and date fixed for redemption. On and after the redemption
date, the record holder of the Warrants shall have no further rights except to
receive, upon surrender of the Warrants, the redemption price.

7.   OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS.

     7.1  NO RIGHTS AS STOCKHOLDER. A Warrant does not entitle the registered
holder thereof to any of the rights of a stockholder of the Company, including,
without limitation, the right to receive dividends or other distributions, to
exercise any preemptive rights, or to vote, to consent or to receive notice as
stockholders in respect of the meetings of stockholders or the election of
directors of the Company or any other matter.

     7.2  LOST, STOLEN, MUTILATED, OR DESTROYED WARRANTS. If any Warrant is
lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on
such terms as to indemnity or otherwise as they may in their discretion impose
(which shall, in

                                       8
<PAGE>

the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute
contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated, or destroyed Warrant shall be at any time enforceable by
anyone.

     7.3  RESERVATION OF COMMON STOCK. The Company shall at all times reserve
and keep available a number of its authorized but unissued shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.

     7.4  REGISTRATION STATEMENT. The Company has filed with the Securities and
Exchange Commission the Registration Statement for the registration, under the
Securities Act of 1933, of, among others, the Warrants and the Common Stock
issuable upon exercise of the Warrants.

     7.5  REGISTRATION OF COMMON STOCK. The Company agrees that prior to the
commencement of the Exercise Period, it shall file with the Securities and
Exchange Commission a post-effective amendment to the Registration Statement, or
a new registration statement, for the registration, under the Securities Act of
1933, of the Common Stock issuable upon exercise of the Warrants. In either
case, the Company will use its best efforts to cause the same to become
effective and to maintain the effectiveness of such registration statement until
the expiration of the Warrants in accordance with the provisions of this
Agreement. In connection with the filing of such registration statement, the
Company shall disclose in such amendment or new registration statement the
warrant solicitation fee payable to the Representative.

8.   CONCERNING THE WARRANT AGENT AND OTHER MATTERS.

     8.1  PAYMENT OF TAXES. The Company will from time to time promptly pay all
taxes and charges that may be imposed upon the Company or the Warrant Agent in
respect of the issuance or delivery of shares of Common Stock and Warrants upon
the exercise of Warrants, but the Company shall not be obligated to pay any
transfer taxes in respect of the Warrants or such shares.

     8.2  RESIGNATION, CONSOLIDATION, OR MERGER OF WARRANT AGENT.

          8.2.1  APPOINTMENT OF SUCCESSOR WARRANT AGENT. The Warrant Agent, or
any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days'
notice in writing to the Company. If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent. If
the Company shall fail to make such appointment within a period of 30 days after
it has been notified in writing of such resignation or incapacity by the Warrant
Agent or by the holder of the Warrant (who shall, with such notice, submit his
Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent. Any

                                       9
<PAGE>

successor Warrant Agent, whether appointed by the Company or by such court,
shall be a corporation organized and existing or qualified to do business under
the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized
under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority. After appointment, any successor
Warrant Agent shall be vested with all the authority, powers, rights,
immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers, rights, immunities, duties, and obligations.

          8.2.2  NOTICE OF SUCCESSOR WARRANT AGENT. In the event a successor
Warrant Agent shall be appointed, the Company shall give notice thereof to the
predecessor Warrant Agent and the transfer agent for the Common Stock not later
than the effective date of any such appointment.

          8.2.3  MERGER OR CONSOLIDATION OF WARRANT AGENT. Any corporation into
which the Warrant Agent may be merged or with which it may be consolidated or
any corporation resulting from any merger or consolidation to which the Warrant
Agent shall be a party shall be the successor Warrant Agent under this Agreement
without any further act.

     8.3  FEES AND EXPENSES OF WARRANT AGENT.

          8.3.1  REMUNERATION. The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and
will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.

          8.3.2  FURTHER ASSURANCES. The Company and the Warrant Agent agree to
perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and
assurances as may reasonably be required by the Warrant Agent or the Company for
the carrying out or performing of the provisions of this Agreement.

     8.4  LIABILITY OF WARRANT AGENT.

          8.4.1  RELIANCE ON COMPANY STATEMENT. Whenever in the performance of
its duties under this Warrant Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the
Company prior to taking or suffering any action hereunder, such fact or matter
(unless other evidence in respect thereof be herein specifically prescribed) may
be deemed to be conclusively proved and established by a statement signed by the
President of the Company and delivered to the Warrant

                                       10
<PAGE>

Agent. The Warrant Agent may rely upon such statement for any action taken or
suffered in good faith by it pursuant to the provisions of this Agreement.

          8.4.2  INDEMNITY. The Warrant Agent shall be liable hereunder only for
its own negligence or willful misconduct or any actions taken in bad faith. The
Company agrees to indemnify the Warrant Agent and save it harmless against any
and all liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this Agreement
except as a result of the Warrant Agent's negligence, willful misconduct, or bad
faith.

          8.4.3  EXCLUSIONS. The Warrant Agent shall have no responsibility with
respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be
responsible for any breach by the Company of any covenant or condition contained
in this Agreement or in any Warrant; nor shall it be responsible to make any
adjustments required under the provisions of Section 4 hereof or responsible for
the manner, method, or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment; nor shall it by any
act hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Common Stock
will when issued be valid and fully paid and nonassessable.

     8.5  ACCEPTANCE OF AGENCY. The Warrant Agent hereby accepts the agency
established by this Agreement and agrees to perform the same upon the terms and
conditions herein set forth and among other things, shall account promptly to
the Company with respect to Warrants exercised and concurrently account for, and
pay to the Company, all monies received by the Warrant Agent for the purchase of
shares of the Company's Common Stock through the exercise of Warrants.

9.   MISCELLANEOUS PROVISIONS.

     9.1  SUCCESSORS. All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns.

     9.2  NOTICES. Any notice, statement or demand authorized by this Warrant
Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or by the Company shall be sufficiently given or made if sent by
certified mail, or private courier service, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent), as
follows:

               Frost Capital Group, Inc.
               327 Plaza Real, Suite 319
               Boca Raton, Florida 33432
               Attn:  Richard B. Frost

          with a copy to:

                                       11
<PAGE>

               Akerman, Senterfitt & Eidson, P.A.
               One S.E. 3/rd/ Avenue, 28/th/ Floor
               Miami, Florida 33131-1704
               Attn: Teddy Klinghoffer, Esq.

                          - and -

               Graubard Mollen & Miller
               600 Third Avenue
               New York, New York 10016
               Attn: David Alan Miller, Esq.

Any notice, statement or demand authorized by this Agreement to be given or made
by the holder of any Warrant or by the Company to or on the Warrant Agent shall
be sufficiently given or made if sent by certified mail or private courier
service, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:

               American Stock Transfer & Trust Company
               40 Wall Street
               New York, New York 10006
               Attn:  Compliance Department

     9.3  APPLICABLE LAW. The validity, interpretation, and performance of this
Agreement and of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflict of laws. Each of the
Company and the Warrant Agent hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be
brought and enforced in the courts of the State of New York of the United States
of America for the Southern District of New York, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. Each of the Company
and the Warrant Agent hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or
summons to be served upon the Company or the Warrant Agent may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
9.2 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon each of the Company and the Warrant Agent in any action, proceeding
or claim. Each of the Company and the Warrant Agent agrees that the prevailing
party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys' fees and expenses relating to such
action or proceeding and/or incurred in connection with the preparation
therefor.

     9.4  PERSONS HAVING RIGHTS UNDER THIS AGREEMENT. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is
intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the parties hereto and the registered holders of the
Warrants and, for the purposes of Section 3.3.5 hereof, the Representative, any
right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto and
their successors

                                       12
<PAGE>

and assigns and of the registered holders of the Warrants. The parties hereto
agree that the Representative is intended to be a third-party beneficiary with
respect to Section 3.3.5 with all legal rights and remedies available to it as
fully as if it were a party hereto.

     9.5  EXAMINATION OF THE WARRANT AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the office of the Warrant Agent in the
Borough of Manhattan, City and State of New York, for inspection by the
registered holder of any Warrant. The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.

     9.6  COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.

     9.7  EFFECT OF HEADINGS. The Section headings herein are for convenience
only and are not part of this Warrant Agreement and shall not affect the
interpretation thereof.

                                       13
<PAGE>

     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto under their respective corporate seals as of the day and year first above
written.


Attest:                                FROST CAPITAL GROUP, INC.


_______________________________
                                       By:___________________________________
                                          Name:
                                          Title:


Corporate Seal

Attest:                                AMERICAN STOCK TRANSFER & TRUST COMPANY



_______________________________
                                       By:___________________________________
                                          Name:
                                          Title:

                                       14
<PAGE>

                                   EXHIBIT A

                            FORM OF CLASS A WARRANT
<PAGE>

                                   EXHIBIT B

                            FORM OF CLASS B WARRANT
<PAGE>

                                   EXHIBIT C

                            FORM OF CLASS C WARRANT