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THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); OR UNDER ANY APPLICABLE LAW OR
REGULATION OF ANY STATE. THIS COMMON STOCK WARRANT MAY NOT BE SOLD, OFFERED,
ASSIGNED OR TRANSFERRED UNLESS THE WARRANT IS REGISTERED UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES, ASSIGNMENTS AND
TRANSFERS ARE MADE PURSUANT TO THE AVAILABLE EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS.

                         AUTOBOND ACCEPTANCE CORPORATION

                          COMMON STOCK PURCHASE WARRANT

                                                           DATED: March 31, 1998

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

                                                                 No. 1
Number of Common Shares:     100,000                             Holder: Infinity Investors Limited
Purchase Price:              $8.73                               38 Hertford Street
                                                                 London, England W1Y7TG

Expiration Date:             March 31, 2003

                For identification only. The governing terms of this Warrant are set forth below.

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

</TABLE>


        AUTOBOND ACCEPTANCE CORPORATION, a Texas corporation (the "Company"),
hereby certifies that, for value received, Infinity Investors Limited or assigns
(each a "Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company at any time or from time to time after the date hereof
and prior to the fifth anniversary hereof (the "Exercise Period"), at the
Purchase Price hereinafter set forth, One Hundred Thousand (100,000) fully paid
and nonassessable shares of Common Stock (as hereinafter defined) of the
Company. The number and character of such shares of Common Stock and the
Purchase Price are subject to adjustment as provided herein.

        The purchase price per share of Common Stock issuable upon exercise of
this Warrant (the "Purchase Price") shall initially be $8.73; provided, however,
that the Purchase Price shall be adjusted from time to time as provided herein.

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

               (a) The term "Company" shall include AutoBond Acceptance
        Corporation and any entity that shall succeed or assume the obligations
        of such corporation hereunder.

               (b) The term "Common Stock" includes (a) the Company's common
        stock, no par value per share, (b) any other capital stock of any class
        or classes (however




COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 1
(AutoBond Acceptance Corporation)




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        designated) of the Company, authorized on or after such date, the
        holders of which shall have the right, without limitation as to amount,
        either to all or to a share of the balance of current dividends and
        liquidating dividends after the payment of dividends and distributions
        on any shares entitled to preference, and the holders of which shall
        ordinarily, in the absence of contingencies, be entitled to vote for the
        election of a majority of directors of the Company (even though the
        right so to vote has been suspended by the happening of such a
        contingency) and (c) any other securities into which or for which any of
        the securities described in (a) or (b) may be converted or exchanged
        pursuant to a plan of recapitalization, reorganization, merger, sale of
        assets or otherwise.

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

               (d) The term "Market Value" shall mean the average closing sales
        price of the Common Stock during the twenty (20) trading days preceding
        (but not including) the Exercise Date as reported on any national
        securities exchange or automated quotation system on which the Common
        Stock is then traded (as reported by Bloomberg L.P.), and if the Common
        Stock is not then listed on any national securities exchange or quoted
        on any automated quotation system, then the Market Value shall be the
        fair market value of the Common Stock as mutually determined by the
        Company and the holder hereof and in the absence of such mutual
        determination as determined by the Board of Directors of the Company in
        good faith; provided, however, that for purposes of Section 5 hereof in
        the case of (i) a primary underwritten public offering the Market Price
        shall be deemed to be the price to the underwriters set forth in the
        prospectus and (ii) stock options issued to employees and directors
        pursuant to a plan adopted by the Company's Board of Directors, the
        Market Price shall be deemed to be the exercise price of such options.

        1.      Exercise of Warrant.

               1.1. Method of Exercise. This Warrant may be exercised in whole
        or in part (but not as to a fractional share of Common Stock), at any
        time and from time to time during the Exercise Period by the Holder
        hereof by delivery of a notice of exercise (a "Notice of Exercise")
        substantially in the form attached hereto as Exhibit A via facsimile to
        the Company. Promptly thereafter the Holder shall surrender this Warrant
        to the Company at its principal office, accompanied by payment of the
        Purchase Price multiplied by the number of shares of Common Stock for
        which this Warrant is being exercised (the "Exercise Price"). Payment of
        the Exercise Price shall be made, at the option of the Holder, (i) by
        check or bank draft payable to the order of the Company, (ii)



COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 2
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        by wire transfer to the account of the Company, (iii) in shares of
        Common Stock having a Market Value on the Exercise Date (as hereinafter
        defined) equal to the aggregate Exercise Price or (iv) by presentation
        and surrender of this Warrant to the Company for cashless exercise (a
        "Cashless Exercise"), with such surrender being deemed a waiver of the
        Holder's obligation to pay all or any portion of the Exercise Price. In
        the event the Holder elects a Cashless Exercise (which such election
        shall be irrevocable) the Holder shall exchange this Warrant for that
        number of shares of Common Stock determined by multiplying the number of
        shares of Common Stock being exercised by a fraction, the numerator of
        which shall be the difference between the then current Market Value of
        the Common Stock and the Purchase Price, and the denominator of which
        shall be the then current Market Value of the Common Stock. If the
        amount of the payment received by the Company is less than the Exercise
        Price, the Holder will be notified of the deficiency and shall make
        payment in that amount within five (5) business days. In the event the
        payment exceeds the Exercise Price, the Company will promptly refund the
        excess to the Holder. Upon exercise, the Holder shall be entitled to
        receive, promptly after payment in full, one or more certificates,
        issued in the Holder's name or in such name or names as the Holder may
        direct, subject to the limitations on transfer contained herein, for the
        number of shares of Common Stock so purchased. The shares of Common
        Stock so purchased shall be deemed to be issued as of the close of
        business on the date on which the Company shall have received from the
        Holder payment in full of the Exercise Price (the "Exercise Date").

               1.2. Regulation D Restrictions. The Holder hereof represents and
        warrants to the Company that it has acquired this Warrant and
        anticipates acquiring the shares of Common Stock issuable upon exercise
        of the Warrant solely for its own account for investment purposes and
        not with a view to or for distributing such securities unless such
        distribution has been registered with the Securities and Exchange
        Commission or an applicable exemption is available therefor. At the time
        this Warrant is exercised, the Company may require the Holder to state
        in the Notice of Exercise such representations concerning the Holder as
        are necessary or appropriate to assure compliance by the Holder with the
        Securities Act.

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

        2. Delivery of Stock Certificates, etc., on Exercise. As soon as
practicable after the exercise of this Warrant, and in any event within the time
periods specified in the Purchase Agreement, the Company at its expense
(including the payment by it of any applicable issue, stamp or transfer taxes
upon issuance to the Holder) will cause to be issued in the name of and


COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 3
(AutoBond Acceptance Corporation)





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delivered to the Holder thereof, or, to the extent permissible hereunder, to
such other person as the Holder may direct, a certificate or certificates for
the number of fully paid and nonassessable shares of Common Stock (or Other
Securities) to which the Holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which the Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then applicable Purchase Price,
together with any other stock or other securities and property (including cash,
where applicable) to which the Holder is entitled upon such exercise pursuant to
Section 1 or otherwise.

        3. Adjustment for Dividends in Other Stock Property, etc.,
Reclassification, etc. In case at any time or from time to time the holders of
Common Stock (or Other Securities) shall have received, or (on or after the
record date fixed for the determination of stockholders eligible to receive)
shall have become entitled to receive, without payment therefor, other or
additional stock or other securities or property by way of dividend or any cash
(excluding cash dividends payable solely out of earnings or earned surplus of
the Company), or other or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement other
than additional shares of Common Stock (or Other Securities) issued as a stock
dividend or in a stock split (adjustments in respect of which are provided for
in Section 5), then and in each such event, the Holder of this Warrant, on the
exercise hereof as provided in Section 1 shall be entitled to receive the amount
of stock and other securities and property that the Holder would have been
entitled to receive on the effective date of such event if the Holder had so
exercised this Warrant immediately prior thereto, giving effect to all
adjustments called for during such period by Sections 4 and 5.

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

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

               4.2. Dissolution. In the event of any dissolution of the Company
        following the transfer of all or substantially all of its properties or
        assets, the Company, prior to such dissolution, shall at its expense
        deliver or cause to be delivered the stock and other



COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 4
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        securities and property (including cash, where applicable) receivable by
        the Holder of this Warrant after the effective date of such dissolution
        pursuant to this Section 4 to a bank or trust company, as trustee for
        the Holder or Holders of this Warrant.

               4.3. Continuation of Terms. Upon any reorganization,
        consolidation, merger or transfer (and any dissolution following any
        transfer) referred to in this Section 4, this Warrant shall continue in
        full force and effect and the terms hereof shall be applicable to the
        shares of stock and other securities and property receivable on the
        exercise of this Warrant after the consummation of such reorganization,
        consolidation or merger or the effective date of dissolution following
        any such transfer, as the case may be, and shall be binding upon the
        issuer of any such stock or other securities, including, in the case of
        any such transfer, the person acquiring all or substantially all of the
        properties or assets of the Company, whether or not such person shall
        have expressly assumed the terms of this Warrant as provided in Section
        8.

        5. Purchase Price Adjustments.

                      (a) The Purchase Price to be paid by the Holder upon
               exercise of this Warrant shall be adjusted in case at any time or
               from time to time the Company should (i) subdivide the
               outstanding shares of Common Stock into a greater number of
               shares, (ii) consolidate the outstanding shares of Common Stock
               into a smaller number of shares, (iii) issue shares of Common
               Stock or securities convertible into or exchangeable for shares
               of Common Stock as a dividend to all or substantially all holders
               of shares of Common Stock or (iv) issue by reclassification of
               shares of Common Stock, any shares of capital stock of the
               Company, in each event pursuant to Article X of that certain
               Securities Purchase Agreement dated June 30, 1997 among the
               Company, Infinity Emerging Opportunities, Limited and Lion
               Capital Partners, L.P. (the "Purchase Agreement") as if such
               provisions were specifically set forth herein.

                      (b) In case at any time and from time to time the Company
               shall issue any shares of Common Stock ("Additional Shares of
               Common Stock") for consideration less than the then Market Price,
               in each such case the Purchase Price shall, concurrently with
               such issuance, be reduced to a price determined by multiplying
               the Purchase Price immediately prior to such event by a fraction:
               (i) the numerator of which shall be the sum of (x) the number of
               shares of Common Stock outstanding immediately prior to the
               issuance of such Additional Shares of Common Stock plus (y) the
               number of shares of Common Stock that the aggregate consideration
               received by the Company for the total number of such Additional
               Shares of Common Stock so issued would purchase at the Market
               Price and (ii) the denominator of which shall be the sum of (x)
               the number of shares of Common Stock outstanding immediately
               prior to the issuance of




COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 5
(AutoBond Acceptance Corporation)




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               Additional Shares of Common Stock plus (y) the number of such
               Additional Shares of Common Stock so issued or sold.

                      (c) In case the Company shall issue any warrants, options
               or other rights to subscribe for or purchase any Additional
               Shares of Common Stock and the consideration per share for which
               such Additional Shares of Common Stock may at any time thereafter
               be issuable pursuant to the terms of such warrants, options or
               other rights shall be less than the then applicable Market Price,
               then the Purchase Price shall be reduced as provided in
               subsection (b) above on the basis that (i) the maximum number of
               Additional Shares of Common Stock issuable pursuant to all such
               warrants, options or other rights shall be deemed to have been
               issued as of the date of issuance of such warrants, options or
               other rights and (ii) the aggregate consideration for such
               maximum number of Additional Shares of Common Stock shall be
               deemed to be the minimum consideration received and receivable by
               the Company for the issuance of such Additional Shares of Common
               Stock pursuant to such warrants, options or other rights.

                      (d) In case the Company shall issue any securities
               convertible into or exchangeable for shares of Common Stock
               ("Convertible Securities") and the consideration per share for
               which such Additional Shares of Common Stock may at any time
               thereafter be issuable pursuant to the terms of such Convertible
               Securities shall be less than the then applicable Market Price,
               then the Purchase Price shall be reduced as provided in
               subparagraph (b) above on the basis that (i) the maximum number
               of Additional Shares of Common Stock necessary to effect the
               conversion or exchange of all such Convertible Securities shall
               be deemed to have been issued as of the date of issuance of such
               Convertible Securities and (ii) the aggregate consideration for
               such maximum number of Additional Shares of Common Stock shall be
               deemed to be the minimum consideration received and receivable by
               the Company for the issuance of such Additional Shares of Common
               Stock pursuant to the terms of such Convertible Securities. No
               adjustment of the Purchase Price shall be made under this
               subsection (d) upon the issuance of any Convertible Securities
               that are issued pursuant to the exercise of any warrants, options
               or other purchase rights for such Convertible Securities, if any
               such adjustment shall previously have been made upon the issuance
               of such warrants, options or other rights pursuant to subsection
               (c) above.

        6. No Impairment. The Company will not, by amendment of its Certificate
of Incorporation 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 of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value



COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 6
(AutoBond Acceptance Corporation)





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of any shares of stock receivable on the exercise of this Warrant above the
amount payable therefor on such exercise, (b) will take all such action as may
be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of stock on the exercise of this
Warrant and (c) will not transfer all or substantially all of its properties and
assets to any other person (corporate or otherwise), or consolidate with or
merge into any other person or permit any such person to consolidate with or
merge into the Company (if the Company is not the surviving person), unless such
other person shall expressly assume in writing and will be bound by all the
terms of this Warrant.

        7. Accountants' Certificate as to Adjustments. In each case of any
adjustment or readjustment in the shares of Common Stock (or Other Securities)
or the Purchase Price issuable on the exercise of this Warrant, the Company at
its expense will cause independent certified public accountants of national
standing selected by the Company (which may be the Company's auditors) to
compute such adjustment or readjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is
based, including a statement of (a) the consideration received or receivable by
the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of shares
of Common Stock (or Other Securities) outstanding or deemed to be outstanding
and (c) the Purchase Price and the number of shares of Common Stock to be
received upon exercise of this Warrant, in effect immediately prior to such
issue or sale and as adjusted and readjusted as provided in this Warrant. The
Company will forthwith mail a copy of each such certificate to the Holder of
this Warrant, and will, on the written request at any time of the Holder of this
Warrant, furnish to the Holder a like certificate setting forth the Purchase
Price at the time in effect and showing how it was calculated.

        8. Notices of Record Date, etc. In the event of

                      (a) any taking by the Company of a record of the holders
               of any class or securities for the purpose of determining the
               holders thereof who are entitled to receive any dividend or other
               distribution, or any right to subscribe for, purchase or
               otherwise acquire any shares of stock of any class or any other
               securities or property, or to receive any other right, or

                      (b) any capital reorganization of the Company, any
               reclassification or recapitalization of the capital stock of the
               Company or any transfer of all or substantially all the assets of
               the Company to, or consolidation or merger of the Company with or
               into, any other person, or

                      (c) any voluntary or involuntary dissolution, liquidation
               or winding-up of the Company,


COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 7
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then, and in each such event, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, and
(ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any, as of which the holders of
record of Common Stock (or Other Securities) shall be entitled to exchange their
shares of Common Stock (or Other Securities) for securities or other property
deliverable on such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 20 days prior to the date specified in such
notice on which any action is to be taken.

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

        10. Exchange of Warrant. On surrender for exchange of this Warrant,
properly endorsed, to the Company, the Company at its expense will issue and
deliver to or on the order of the holder thereof a new Warrant of like tenor, in
the name of such Holder or as such Holder (on payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number of shares of Common Stock called for on the face of
the Warrant so surrendered.

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

        12. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate, and that such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

        13. Negotiability, etc. This Warrant is issued upon the following terms,
to all of which each Holder or owner hereof by the taking hereof consents and
agrees:

                      (a) title to this Warrant may be transferred by
               endorsement (by the Holder hereof executing the form of
               assignment at the end hereof) and delivery in



COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 8
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               the same manner as in the case of a negotiable instrument
               transferable by endorsement and delivery;

                      (b) any person in possession of this Warrant properly
               endorsed is authorized to represent himself as absolute owner
               hereof and is empowered to transfer absolute title hereto by
               endorsement and delivery hereof to a bona fide purchaser hereof
               for value; each prior taker or owner waives and renounces all of
               his equities or rights in this Warrant in favor of each such bona
               fide purchaser, and each such bona fide purchaser shall acquire
               absolute title hereto and to all rights represented hereby;

                      (c) until this Warrant is transferred on the books of the
               Company, the Company may treat the registered Holder hereof as
               the absolute owner hereof for all purposes, notwithstanding any
               notice to the contrary; and

                      (d) notwithstanding the foregoing, this Warrant may not be
               sold, transferred or assigned except pursuant to an effective
               registration statement under the Securities Act of 1933, as
               amended (the "Act"), or, pursuant to an applicable exemption
               therefrom (including in accordance with Regulation D promulgated
               under the Act).

        14. Registration Rights. The Company is obligated to register the shares
of Common Stock issuable upon exercise of this Warrant in accordance with the
terms of a Registration Rights Agreement executed and delivered in connection
with the Purchase Agreement.

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

        16. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the internal laws of the State of New York, except where the Texas
Business Corporation Act or other law applies. The headings in this Warrant are
for purposes of reference only, and shall not limit or otherwise affect any of
the terms hereof. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision.



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                            [SIGNATURE PAGE FOLLOWS]









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        DATED as of March 31, 1998.

                                    AUTOBOND ACCEPTANCE CORPORATION

                                    By: /s/ William O. Winsauer
                                       _____________________________
                                    Name: William O. Winsauer
                                         ___________________________
                                    Title: Chairman
                                          __________________________










COMMON STOCK PURCHASE WARRANT NO. 1-PAGE 11
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                                    EXHIBIT A

                      FORM OF NOTICE OF EXERCISE - WARRANT

                (To be executed only upon exercise or conversion
                       of the Warrant in whole or in part)

To AutoBond Acceptance Corporation

        The undersigned registered holder of the accompanying Warrant hereby
exercises such Warrant or portion thereof for, and purchases thereunder,
______________________(1) shares of Common Stock (as defined in such Warrant)
and herewith makes payment therefor in the amount and manner set forth below, as
of the date written below. The undersigned requests that the certificates for
such shares of Common Stock be issued in the name of, and delivered to,
_________________________________ whose address is  ____________________________

_______________________________________________________________________________.

        The Exercise Price is paid as follows:

        [ ]  Bank draft payable to the Company in the amount of $__________.

        [ ]  Wire transfer to the account of the Company in the amount of
             $________.

        [ ]  Delivery of ___________ previously held shares of Common Stock
             having an aggregate Market Value of $_________.

        [ ]  Cashless exercise. Surrender of __________ shares purchasable
             under this Warrant for such shares of Common Stock issuable in
             exchange therefor pursuant to the Cashless Exercise provisions of
             the Warrant, as provided in Section 1.1(iv) thereto.

        Upon exercise pursuant to this Notice of Exercise, the holder will be in
compliance with the Limitation on Exercise (as defined in the Securities
Purchase Agreement pursuant to which this Warrant was issued).


Dated:  ________________ 
                               ________________________________________________
                               (Name must conform to name of holder as specified
                               on the face of the Warrant)


                                       By:
                                          ______________________________________
                                          Name:
                                               _________________________________
                                          Title:
                                                 _______________________________

                                       Address of Holder: ______________________

                                                          ______________________

                                                          ______________________

Date of exercise: ___________________



--------
(1) Insert the number of shares of Common Stock as to which the
accompanying Warrant is being exercised. In the case of a partial exercise, a
new Warrant or Warrants will be issued and delivered, representing the
unexercised portion of the accompanying Warrant, to the holder surrendering the
same.


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