THIS  WARRANT AND THE SHARES OF COMMON  STOCK OF OPAL  TECHNOLOGIES,  INC. TO BE
ISSUED  UPON ANY  EXERCISE  OF THE WARRANT  HAVE NOT BEEN  REGISTERED  UNDER THE
UNITED STATES  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  AND
THIS  WARRANT  AND THE  UNDERLYING  SHARES  OF  COMMON  STOCK  MAY NOT BE  SOLD,
TRANSFERRED  OR  ASSIGNED  UNLESS  REGISTERED  UNDER  THE  SECURITIES  ACT OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


                                     WARRANT
                               to Purchase Shares
                                       of
                          Common Stock (.001 par value)
                                       of
                             Opal Technologies, Inc.
                                  May 12, 1998

     This certifies that, for value received, Corinthian Capital Limited, ("CC")
and any subsequent  transferee  pursuant to the terms hereof (each, a "Holder"),
is entitled to purchase,  subject to the  provisions of this Warrant,  from Opal
Technologies,  Inc., a Nevada  corporation  (the "Issuer"),  at any time or from
time to time on or after May 12,  1998 and on or before  September  1, 2000 (the
"Expiration Date"), such number as is equal to the sum of the following:

     (a)  Twenty-five  percent of the total of the issued and outstanding shares
          of the Issuer as of May 12, 1998, plus

     (b)  Twenty-five percent of the total warrants issued and outstanding as of
          May 12, 1998, including this warrant; plus

     (c)  Twenty-five  percent  of the total of any  other  shares  reserved  or
          issuable  by the  Issuer  used  in  computing  the  number  of  shares
          outstanding on a fully diluted basis; less

     (d)  That number of shares of the Issuer  owned by  Bestalong  Group,  Inc.
          multiplied  by the  percentage  of share  ownership of CC in Bestalong
          Group, Inc.

fully  paid and  nonassessable  shares of  common  stock,  $.001 par value  (the
"Common  Stock"),  of the Issuer at an exercise  price equal to $1.00 per share,
subject to adjustment  pursuant to the terms  hereunder (the  "Exercise  Price")
(such  shares of Common  Stock and other  securities  issued and  issuable  upon
exercise of this Warrant,  the "Warrant  Shares").  This Warrant  supercedes and
replaces the warrants  granted  pursuant to the  Agreement  dated April 22, 1997
between Bestalong Group, Inc. and Corinthian Capital Limited.

     Section 1. Exercise of Warrant.


                                       1
<PAGE>



          (a) Subject to the provisions  hereof,  this Warrant may be exercised,
     in whole or in part, but not as to a fractional  share, at any time or from
     time to time on or after May 12, 1998 and on or before the Expiration Date,
     by presentation and surrender hereof to the Issuer at the address which, in
     accordance  with the provisions of Section 9 hereof,  is then effective for
     notices to the Issuer, with the Election to Purchase Form annexed hereto as
     Schedule  One, duly  executed and  accompanied  by payment to the Issuer as
     further set forth  below in this  Section 1, for the account of the Issuer,
     of the Exercise  Price for the number of Warrant  Shares  specified in such
     form. If this Warrant  should be exercised in part only,  the Issuer shall,
     upon  surrender  of  this  Warrant,  execute  and  deliver  a  new  Warrant
     evidencing  the rights of the Holder  hereof to purchase the balance of the
     Warrant  Shares  purchasable  hereunder.  The Issuer shall  maintain at its
     principal place of business a register for the registration of this Warrant
     and  registration  of transfer of the Warrant.  The Exercise  Price for the
     number of Warrant  Shares  specified in the Election to Purchase Form shall
     be payable in United  States  Dollars by certified  or official  bank check
     payable  to the order of the  Issuer  or by wire  transfer  of  immediately
     available funds to an account specified by the Issuer for that purpose.

          (b) Certificates  representing Warrant Shares shall bear the following
     restrictive legend:

          THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
          UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED.  THE SHARES HAVE BEEN
          ACQUIRED FOR INVESTMENT  AND MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED
          IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE
          SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR AN OPINION OF
          COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

          (c) Once the  registration of the Common Stock underlying the Warrants
     has been declared  effective,  the restriction  legend denoted in Paragraph
     (b) of this Section 1 shall be removed from any outstanding Common Share.

     Section 2.  Reservation of Shares;  Preservation  of Rights of Holder.  The
Issuer hereby agrees that there shall be reserved for issuance  and/or  delivery
upon  exercise  of this  Warrant,  such  number  of  Warrant  Shares as shall be
required for issuance or delivery  upon  exercise of this  Warrant.  The Warrant
surrendered upon exercise shall be canceled by the Issuer.  After the Expiration
Date no shares of Common  Stock  shall be subject to  reservation  in respect of
this Warrant.  The Issuer  further  agrees (i) that it will not, by amendment of
its Articles of Incorporation or through reorganization,  consolidation, merger,
dissolution or sale of assets,  or by any other  voluntary act, avoid or seek to
avoid the  observation or performance of any of the covenants,  stipulations  or
conditions to be observed or performed hereunder by the Issuer, (ii) promptly to
take all  action as may from  time to time be  required  in order to permit  the
Holder to exercise  this  Warrant and the Issuer duly and  effectively  to issue
shares of its Common  Stock or other  securities  as  provided  herein  upon the
exercise  hereof,  and (iii)  promptly  to take all action  required or provided
herein to protect the rights of the Holder granted  hereunder  against dilution.
Without  limiting the generality of the foregoing,  should the Warrant Shares at
any time  consist  in whole or in part of shares of capital  stock  having a par
value,  the Issuer  agrees  that before  taking any action  which would cause an
adjustment  of the  Exercise  Price so that the same would be less than the then
par value of such Warrant  Shares,  the Issuer shall take any  corporate  action
which may, in the opinion of its counsel,  be necessary in order that the Issuer
may validly and legally issue fully paid and nonassessable shares of such Common
Stock at the Exercise  Price as so adjusted.  The Issuer  further agrees that it
will not  establish  a par value for its  Common  Stock  while  this  Warrant is
outstanding in an amount greater than the Exercise Price.



                                       2
<PAGE>


     Section 3. Exchange, Transfer,  Assignment or Loss of Warrant. This Warrant
is not  transferable  or  assignable  except as provided in this  Section 3. Any
attempted transfer of this Warrant, the Warrant Shares or any new Warrant not in
accordance with this Section shall be null and void, and the Issuer shall not in
any way be required to give effect to such transfer. No transfer of this Warrant
shall be effective for any purpose  hereunder  until (i) written  notice of such
transfer and of the name and address of the  transferee has been received by the
Issuer,  and (ii) the transferee  shall first agree in a writing  deposited with
the  Secretary of the Issuer to be bound by all the  provisions of this Warrant.
Upon surrender of this Warrant to the Issuer by any transferee  authorized under
the provisions of this Section 3, the Issuer shall, without charge,  execute and
deliver a new Warrant  registered in the name of such  transferee at the address
specified by such transferee,  and this Warrant shall promptly be canceled.  The
Issuer may deem and treat the  registered  holder of any Warrant as the absolute
owner  thereof  for all  purposes,  and the Issuer  shall not be affected by any
notice to the contrary.  Any Warrant if presented by an  authorized  transferee,
may be  exercised by such  transferee  without  prior  delivery of a new Warrant
issued in the name of the transferee.

     Upon receipt by the Issuer of evidence reasonably satisfactory to it of the
loss,  theft,  destruction  or mutilation  of this Warrant,  and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender  and  cancellation  of this  Warrant,  if  mutilated,  the Issuer will
execute and  deliver a new Warrant of like tenor and date.  Any such new Warrant
executed and delivered shall constitute a separate contractual obligation on the
part of the Issuer,  whether or not the  Warrant so lost,  stolen  destroyed  or
mutilated  shall be at any time  enforceable  by anyone.  



                                       3
<PAGE>


     Section 4. Rights of Holder.  Neither a Holder nor his transferee by devise
or otherwise shall be, or have any rights or privileges of, a shareholder of the
Issuer  with  respect  to any  Warrant  Shares,  unless  and until  certificates
representing such Warrant Shares shall have been issued and delivered thereto.

     Section 5.  Adjustments in Exercise Price and Warrant Shares.  The Exercise
Price and Warrant  Shares  shall be subject to  adjustment  from time to time as
provided in this Section 5.

          (a)  If  the  Issuer  is  recapitalized  through  the  subdivision  or
     combination  of its  outstanding  shares of Common  Stock  into a larger or
     smaller  number of shares,  the number of shares of Common  Stock for which
     this  Warrant may be exercised  shall be  increased  or reduced,  as of the
     record  date  for such  recapitalization,  in the  same  proportion  as the
     increase or decrease in the  outstanding  shares of Common  Stock,  and the
     Exercise  Price shall be adjusted so that the aggregate  amount payable for
     the purchase of all Warrant Shares issuable hereunder immediately after the
     record date for such  recapitalization  shall equal the aggregate amount so
     payable immediately before such record date.

          (b) If the  Issuer  declares a dividend  on Common  Stock,  or makes a
     distribution to holders of Common Stock,  and such dividend or distribution
     is  payable  or made in  Common  Stock or  securities  convertible  into or
     exchangeable  for  Common  Stock,  or rights to  purchase  Common  Stock or
     securities convertible into or exchangeable for Common Stock, the number of
     shares of Common  Stock for which this  Warrant may be  exercised  shall be
     increased,  as of the record date for  determining  which holders of Common
     Stock shall be  entitled  to receive  such  dividend  or  distribution,  in
     proportion to the increase in the number of outstanding  shares (and shares
     of Common Stock issuable upon conversion of all such securities convertible
     into  common  Stock)  of  Common  Stock as a  result  of such  dividend  or
     distribution,  and the  Exercise  Price  shall  be  adjusted  so  that  the
     aggregate  amount  payable  for  the  purchase  of all the  Warrant  Shares
     issuable  hereunder  immediately after the record date for such dividend or
     distribution shall equal the aggregate amount so payable immediately before
     such record date.

          (c) If the Issuer  declares a dividend on Common  Stock  (other than a
     dividend  covered by subsection (b) above) or distributes to holders of its
     Common Stock,  other than as part of its  dissolution or liquidation or the
     winding up of its affairs, any shares of its capital stock, any evidence of
     indebtedness or any cash or other of its assets (other than Common Stock or
     securities  convertible into or exchangeable for Common Stock),  the Holder
     shall receive notice of such event as set forth in Section 7 below.

          (d) In case of any  consolidation of the Issuer with, or merger of the
     Issuer into, any other corporation (other than a consolidation or merger in
     which  the  Issuer  is the  continuing  corporation  and in which no change
     occurs in its outstanding Common Stock), or in case of any sale or transfer
     of all or substantially  all of the assets of the Issuer, or in the case of
     any statutory  exchange of securities with another  corporation  (including
     any exchange  effected in connection  with a merger of a third  corporation
     into the Issuer,  except  where the Issuer is the  surviving  entity and no
     change occurs in its outstanding  Common Stock),  the corporation formed by
     such  consolidation  or the  corporation  resulting from such merger or the
     corporation  which shall have  acquired  such assets or  securities  of the
     Issuer,  as the  case may be,  shall  execute  and  deliver  to the  Holder
     simultaneously therewith a new Warrant,  satisfactory in form and substance
     to the  Holder,  together  with such  other  documents  as the  Holder  may
     reasonably  request,  entitling the Holder thereof to receive upon exercise
     of such Warrant the kind and amount of shares of stock and other securities
     and property receivable upon such consolidation, merger, sale, transfer, or
     exchange of  securities,  or upon the  dissolution  following  such sale or
     other  transfer,  by a holder of the  number  of  shares  of  Common  Stock
     purchasable  upon  exercise  of  this  Warrant  immediately  prior  to such
     consolidation,  merger, sale, transfer, or exchange. Such new Warrant shall
     contain the same basic other terms and conditions as this Warrant and shall
     provide for adjustments  which, for events subsequent to the effective date
     of  such  written  instrument,  shall  be as  nearly  equivalent  as may be
     practicable to the adjustments  provided for in this Section 5. If any such
     consolidation, merger, sale, transfer or exchange should occur prior to May
     12, 1998,  the date shall be adjusted to the date which is one business day
     prior to the closing of any such consolidation,  merger,  sale, transfer or
     exchange.  The above provisions of this paragraph (d) shall similarly apply
     to successive consolidations,  mergers, exchanges, sales or other transfers
     covered hereby.


                                       4
<PAGE>


          (e) If the Issuer  shall,  at any time before the  expiration  of this
     Warrant dissolve,  liquidate or wind up its affairs, the Holder shall, upon
     exercise of this Warrant  have the right to receive,  in lieu of the shares
     of Common  Stock of the Issuer  that the Holder  otherwise  would have been
     entitled to receive,  the same kind and amount of assets as would have been
     issued,  distributed  or paid to the  Holder  upon  any  such  dissolution,
     liquidation  or winding up with  respect to such shares of Common  Stock of
     the  Issuer  had the  Holder  been the  holder of record of such  shares of
     Common  Stock  receivable  upon  exercise  of this  Warrant on the date for
     determining  those entitled to receive any such  distribution.  If any such
     dissolution,  liquidation or winding up results in any cash distribution in
     excess of the  Exercise  Price  provided by this  Warrant for the shares of
     Common Stock  receivable upon exercise of this Warrant,  the Holder may, at
     the Holder's  option,  exercise this Warrant  without making payment of the
     Exercise Price and, in such case, the Issuer shall,  upon  distribution  to
     the Holder,  consider the Exercise  Price to have been paid in full and, in
     making settlement to the Holder, shall obtain receipt of the Exercise Price
     by deducting an amount equal to the Exercise Price for the shares of Common
     Stock  receivable  upon exercise of this Warrant from the amount payable to
     the  Holder.   For  purposes  of  this  paragraph,   the  sale  of  all  or
     substantially  all of the  assets of the  Issuer  and  distribution  of the
     proceeds thereof to the Issuer's shareholders shall be deemed liquidation.



                                       5
<PAGE>


          (f) If an event  occurs  which is  similar  in  nature  to the  events
     described in this Section 5, but is not expressly covered hereby, the Board
     of  Directors  of the  Issuer  shall  make  or  arrange  for  an  equitable
     adjustment to the number of Warrant Shares and the Exercise Price.

          (g) If the loan  dated May 5, 1998 to  Bestalong  Group,  Inc.  in the
     amount of  $2,200,000  for the  benefit of the Issuer is not repaid in full
     non or before September 6, 1998, the Exercise Price shall be reduced to the
     following Exercise Price if the loan is repaid in full.

                 Date                                       Exercise Price
     --------------------------------                ---------------------------

     1.   On or after September 1, 1998, 
          but before September 7, 1998                      $   0.50

     2.   On or after September 7, 1998, but           
          before September 15, 1998                             0.40

     3.   On or after September 15, 1998, but
          before September 22, 1998                             0.30
                                    
     4.   On or after September 22, 1998 but
          before September 29, 1998                             0.25

     5.   On or after September 29, 1998 but           
          before October 6, 1998                                0.20

     6.   On or after October 6, 1998 but
          before October 13, 1998                               0.15
                                     
     7.   On or after October 13, 1998 but
          before October 20, 1998                               0.10

     8.   On or after October 20, 1998                          0.05


          (h) The term  "Common  Stock" shall mean the Common  Stock,  $.001 par
     value,  of the Issuer as the same  exists at the date of  issuance  of this
     Warrant or as such stock may be constituted from time to time,  except that
     for the purpose of this  Section 5, the term "Common  Stock" shall  include
     any stock of any class of the Issuer which has no  preference in respect of
     dividends  or  of  amounts  payable  in  the  event  of  any  voluntary  or
     involuntary liquidation,  dissolution or winding up of the Issuer and which
     is not subject to redemption by the Issuer.



                                       6
<PAGE>


          (i) The Issuer shall retain a firm of independent  public  accountants
     of recognized  standing (who may be any such firm regularly employed by the
     Issuer)  to make any  computation  required  under  this  Section  5, and a
     certificate  signed  by such  firm  shall  be  conclusive  evidence  of the
     correctness of any computation made under this Section 5.

          (j) Whenever the number of Warrant  Shares or the Exercise Price shall
     be adjusted as required  by the  provisions  of this  Section 5, the Issuer
     forthwith  shall  file in the  custody  of its  secretary  or an  assistant
     secretary,  at its principal  office,  and furnish to each Holder hereof, a
     certificate  prepared in accordance  with paragraph (h) above,  showing the
     adjusted  number of Warrant Shares and the Exercise Price and setting forth
     in reasonable detail the circumstances requiring the adjustments.

          (k) Notwithstanding any other provision, this Warrant shall be binding
     upon and inure to the benefit of any successors and assigns of the Issuer.

          (l) No  adjustment  in the  Exercise  Price  in  accordance  with  the
     provisions of this Section 5 need be made if such  adjustment  would amount
     to a change in such Exercise Price of less than $.01 provided however, that
     the amount by which any  adjustment is not made by reason of the provisions
     of this  paragraph  (k) shall be carried  forward and taken into account at
     the time of any subsequent adjustment in the Exercise Price.

          (m) If an  adjustment  is made under  this  Section 5 and the event to
     which the  adjustment  relates  does not  occur,  then any  adjustments  in
     accordance  with this Section 5 shall be readjusted  to the Exercise  Price
     and the number of Warrant  Shares  which would be in effect had the earlier
     adjustment not been made.

     Section 6. Taxes on Issue or  Transfer  of Common  Stock and  Warrant.  The
Issuer  shall pay any and all  documentary  stamp or similar  issue or  transfer
taxes  payable in respect of the issue or delivery of shares of Common  Stock or
other  securities  on the  exercise  of this  Warrant.  The Issuer  shall not be
required to pay any tax which may be payable in respect of any  transfer of this
Warrant or in respect of any  transfers  involved  in the issue or  delivery  of
shares or the  exercise of this  Warrant in a name other than that of the Holder
and the person requesting such transfer,  issue or delivery shall be responsible
for the  payment of any such tax (and the Issuer  shall not be required to issue
or deliver said shares until such tax has been paid or provided for).


                                       7
<PAGE>


     Section  7.  Notice  of  Adjustment.  So  long  as this  Warrant  shall  be
outstanding,  (a) if the Issuer shall  propose to pay any  dividends or make any
distribution  upon the Common Stock,  or (b) if the Issuer shall offer generally
to the holder of Common  Stock the right to  subscribe to or purchase any shares
of any class of Common Stock or securities  convertible into Common Stock or any
other  similar  rights,   or  (c)  if  there  shall  be  any  proposed   capital
reorganization  of the Issuer in which the Issuer is not the  surviving  entity,
recapitalization of the capital stock of the Issuer,  consolidation or merger of
the Issuer with or into another  corporation,  sale,  lease or other transfer of
all or substantially  all of the property and assets of the Issuer, or voluntary
or involuntary  dissolution,  liquidation or winding up of the Issuer, or (d) if
the  Issuer  shall  give  to its  stockholders  any  notices,  report  or  other
communication  respecting any  significant  or special action or event,  then in
such event, the Issuer shall give to the Holder,  at least ten days prior to the
relevant date described below (or such shorter period as is reasonably  possible
if ten days is not reasonably  possible),  a notice  containing a description of
the  proposed  action or event and stating the date or expected  date on which a
record of the  Issuer's  stockholders  is to be taken  for any of the  foregoing
purposes,   and  the  date  or  expected  date  on  which  any  such   dividend,
distribution,  subscription,  reclassification,  reorganization,  consolidation,
combination,   merger,  conveyance,   sale,  lease  or  transfer,   dissolution,
liquidation or winding up is to take place and the date or expected date, if any
is to be fixed,  as of which the  holders  of  Common  Stock of record  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property deliverable upon such event.

     Section 8. Registration Rights.

          a. Demand  Registration  Rights.  The Issuer covenants and agrees with
     the holders of Warrants(the  "Registrable Securities") that the Issuer will
     file as promptly as practicable  and, in any event, not later than July 31,
     1998, at CC's expense for all  reasonable  registration  cost, no more than
     once, a new registration statement under the Securities Act, registering or
     qualifying  the  Registrable  Securities  for sale. The Issuer will use its
     best efforts, through its officers,  directors, auditors and counsel in all
     matters necessary or advisable,  to file and cause to become effective such
     registration  statement as promptly as practicable  and for a period of two
     years  thereafter  to reflect in the  Amendment or  registration  statement
     financial statements which are prepared in accordance with Section 10(a)(3)
     of the Securities  Act and any facts or events arising that,  individually,
     or in the aggregate,  represent a fundamental and/or material change in the
     information set forth in the Amendment or registration  statement to enable
     any Holders of the  Warrants to exercise  such  Warrants  and sell  Warrant
     Shares,  or to enable any  holders of Warrant  Shares to sell such  Warrant
     Shares,  during said two year period.  The Holders may sell the Registrable
     Securities  pursuant to the  Amendment or  registration  statement  without
     exercising the Warrants.


                                       8
<PAGE>

          b.  Action  to  be  Taken  by  the  Issuer.  In  connection  with  the
     registration of Registrable Securities hereunder,  the Issuer agrees to use
     its best  efforts to  register or qualify the  Registrable  Securities  for
     offer or sale under state securities or Blue Sky laws of such jurisdictions
     in which such holders shall reasonably request, provided,  however, that no
     qualification  shall be required  in any  jurisdiction  where,  as a result
     thereof,  the Issuer  would be subject to service of general  process or to
     taxation as a foreign  corporation  doing business in such  jurisdiction to
     which  it is not then  subject;  and  (iii)  enter  into a  cross-indemnity
     agreement,  in  customary  form,  with each  underwriter,  if any, and each
     holder of securities included in such registration  statement. CC agrees to
     bear all  reasonable  registration  costs  for such a  registration  of the
     Registrable Securities.

          c. Action to be Taken by the Holders.  The Issuer's  obligations under
     this Section 8 shall be conditioned  upon a timely receipt by the Issuer in
     writing  of:  (i)  information  as to the  terms  of such  public  offering
     furnished  by or  on  behalf  of  each  holder  of  Registrable  Securities
     intending  to  make a  public  offering  of  his,  her  or its  Registrable
     Securities,  and (ii) such other  information  as the Issuer may reasonably
     require  from  such  holders,  or any  underwriter  for  any of  them,  for
     inclusion in such registration statement.

     Section 9. Notices. All communications  hereunder shall be in writing, and,
if sent to the Holder shall be sufficient in all respects if delivered,  sent by
registered mail, or by facsimile and confirmed to the Holder at:

                        Corinthian Capital Limited
                        Av. Figueroa Alcorta 3800, Planta Baja
                        Buenos Aires, Argentina
                        Attention: Dante Quinterno
                        Telephone: 54-1-801-2500
                        Fax: 54-1-801-8012

With copies to:         Stairs Dillenbeck Finley & Merle
                        300 Madison Avenue, Suite 2900
                        New York, NY 10017-5090
                        Attention: Santiago Rendon
                        Telephone: (212) 697-2700
                        Fax: (212) 687-3523

or if to any other Holder,  addressed to such Holder at such address as it shall
have specified to the Issuer in writing, or, if sent to


                                       9
<PAGE>

the Issuer,  shall be  delivered,  sent by  registered  mail or by facsimile and
confirmed to the Issuer at:

                          Opal Technologies, Inc.
                          Suite 4704, 18 Harbour Road
                          Wanchai, Hong Kong
                          Attention: John Koon
                          Telephone: (852) 2541-1999
                          Facsimile: (852) 2854-3939


With copies to:           Vanderkam & Sanders
                          440 Louisiana, Suite 475
                          Houston, TX 77002
                          Attention: Hank Vanderkam
                          Telephone: (713) 547-8900
                          Fax: (713) 547-8910

     Section 11.  Governing Law. The Issuer agrees that any action or proceeding
based hereon,  or arising out of this Warrant,  shall be brought and  maintained
exclusively in the United States District Court for the Southern District of New
York.  The  Issuer  and  the  Holder  each  hereby  irrevocably  submit  to  the
jurisdiction  of the United States  District Court for the Southern  District of
New York for the purpose of any such action or proceeding as set forth above and
irrevocably  agree to be bound by any judgement  rendered  thereby in connection
with  such  action or  proceeding.  Each of the  Issuer  and the  Holder  hereby
irrevocably  waive, to the fullest extent  permitted by law, any objection which
it may have or  hereafter  may have to the laying of venue of any such action or
proceeding  brought in any such court  referred  to above and any claim that any
such action or proceeding has been brought in an inconvenient forum.

       Dated: May 12, 1998

                                             Opal Technologies, Inc.

                                             By: /s/  John Koon
                                                --------------------------------
                                             Name:  John Koon
                                             Title: President

ATTEST:

/s/  Kenneth Poon
------------------------                            
Kenneth Poon, Secretary


                                       10
<PAGE>

                                                           Schedule One
                                                           ------------

                              ELECTION TO PURCHASE

     The undersigned  hereby  irrevocably elects to exercise this Warrant and to
purchase  shares of Opal  Technologies,  Inc.  Common  Stock  issuable  upon the
        --
exercise of this  Warrant,  and requests  that  certificates  for such shares be
issued in the name of:


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


  -----------------------------------------------------------------------------
                                    (Address)


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                (United States Social Security or other taxpayer
                       identifying number, if applicable)

and, if different from above, be delivered to:


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                                     (Name)


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                                    (Address)

and,  if the number of Warrant  Shares so  purchased  are not all of the Warrant
Shares  issuable upon  exercise of this Warrant,  that a Warrant to purchase the
balance of such Warrant  Shares be  registered in the name of, and delivered to,
the undersigned at the address stated below.

Date:                          , 19           
     -------------------------     ------------

Name of Registered Owner:                                        
                         ----------------------------------------------------

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Address:                                                         
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Signature:                                                       
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