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                                                                    Exhibit 4.9

              WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

                                                                  Shares 75,000


     FOR VALUE RECEIVED, NHancement Technologies Inc. (the "Company"), a 
Delaware corporation, hereby certifies that Mark Goldberg or his permitted 
assigns are entitled to purchase from the Company, at any time or from time 
to time commencing on February 2, 1999 and prior to 5:00 P.M., New York City 
time then current, on February 2, 2004, 75,000 fully paid and non-assessable 
shares of the common stock, $0.01 par value, of the Company at the purchase 
price of $75,000 (computed on the basis of $1 per share).  (Hereinafter, (i) 
said common stock, together with any other equity securities which may be 
issued by the Company with respect thereto or in substitution therefor, is 
referred to as the "Common Stock," (ii) the shares of the Common Stock 
purchasable hereunder are referred to as the "Warrant Shares," (iii) the 
aggregate purchase price payable hereunder for the Warrant Shares is referred 
to as the "Aggregate Warrant Price," (iv) the price payable hereunder for 
each of the shares of the Warrant Shares is referred to as the "Per Share 
Warrant Price" and (v) this warrant and all warrants hereafter issued in 
exchange or substitution for this warrant are referred to as "Warrants.")  
The Aggregate Warrant Price is not subject to adjustment.  The Per Share 
Warrant Price is subject to adjustment as hereinafter provided; in the event 
of any such adjustment, the number of Warrant Shares shall be adjusted by 
dividing the Aggregate Warrant Price by the Per Share Warrant Price in effect 
immediately after such adjustment.

1.   EXERCISE OF WARRANT.

     (a)  This Warrant may be exercised, in whole at any time or in part from
          time to time [commencing on February 2, 1999 (the "Commencement Date")
          and] prior to 5:00 P.M., New York City time then current, on February
          2, 2004 (the "Expiration Date"), by the holder of this Warrant (the
          "Holder") by the surrender of this Warrant (with the subscription form
          at the end hereof duly executed) at the address set forth in
          Subsection 10(a) hereof, together with proper payment of the Aggregate
          Warrant Price, or the proportionate part thereof if this Warrant is
          exercised in part. Payment for the Warrant Shares shall be made by
          check, payable to the order of the Company.  If this Warrant is
          exercised in part, this Warrant must be exercised for a number of
          whole shares of the Common Stock, and the Holder is entitled to
          receive a new Warrant covering the number of Warrant Shares in respect
          of which this Warrant has not been exercised and setting forth the
          proportionate part of the Aggregate Warrant Price applicable to such
          Warrant Shares.  Upon such exercise and surrender of this Warrant, the
          Company will (i) issue a certificate or certificates in the name of
          the Holder for the largest number of whole shares of the Common Stock
          to which the Holder shall be entitled and, if this Warrant is
          exercised in whole, in lieu of any fractional share of the Common
          Stock to which the Holder shall be entitled, pay cash equal to the
          fair value of such fractional share (determined in such reasonable
          manner as the Board of Directors of the Company shall determine), and
          (ii) deliver the other securities and properties receivable upon the
          exercise of this Warrant, or the proportionate part thereof if this
          Warrant is exercised in part, pursuant to the provisions of this
          Warrant.

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     (b)  In lieu of exercising this Warrant in the manner set forth in
          paragraph 1(a) above, this Warrant may be exercised [between the
          Commencement Date and] on or prior to the Expiration Date by surrender
          of the Warrant without payment of any other consideration, commission
          or remuneration, together with the cashless exercise subscription form
          at the end hereof, duly executed.  The number of shares to be issued
          in exchange for the Warrant shall be the product of (x) the EXCESS OF
          the market price of the Common Stock on the date of surrender of the
          Warrant and the exercise subscription form OVER the Per Share Warrant
          Price and (y) the number of shares subject to issuance upon exercise
          of the Warrant, divided by the market price of the Common Stock on
          such date. Upon such exercise and surrender of this Warrant, the
          Company will (i) issue a certificate or certificates in the name of
          the Holder for the largest number of whole shares of the Common Stock
          to which the Holder shall be entitled and, in lieu of any fractional
          share of the Common Stock to which the Holder shall be entitled, pay
          cash equal to the fair value of such fractional share (determined in
          such reasonable manner as the Board of Directors of the Company shall
          determine), and (ii) deliver the other securities and properties
          receivable upon the exercise of this Warrant, pursuant to the
          provisions of this Warrant.

2.   RESERVATION OF WARRANT SHARES.

     The Company agrees that, prior to the expiration of this Warrant, the
     Company will at all times have authorized and in reserve, and will keep
     available, solely for issuance or delivery upon the exercise of this
     Warrant, such number of shares of the Common Stock and such amount of other
     securities and properties as from time to time shall be deliverable to the
     Holder upon the exercise of this Warrant, free and clear of all
     restrictions on sale or transfer (except such as may be imposed under
     applicable federal and state securities laws) and free and clear of all
     preemptive rights and all other rights to purchase securities of the
     Company.

3.   PROTECTION AGAINST DILUTION.

     (a)  If, at any time or from time to time after the date of this Warrant,
          the Company shall distribute to the holders of its outstanding Common
          Stock, (i) securities, other than shares of Common Stock, or (ii)
          property, other than cash, without payment therefor, with respect to
          Common Stock, then, and in each such case, the Holder, upon the
          exercise of this Warrant, shall be entitled to receive the securities
          and property which the Holder would hold on the date of such exercise
          if, on the date of this Warrant, the Holder had been the holder of
          record of the number of shares of the Common Stock subscribed for upon
          such exercise and, during the period from the date of this Warrant to
          and including the date of such exercise, had retained such shares and
          the securities and properties receivable by the Holder during such
          period.  Notice of each such distribution shall be forthwith mailed to
          the Holder.

     (b)  If, at any time or from time to time after the date of this Warrant,
          the Company shall (i) pay a dividend or make a distribution on its
          capital stock in shares of Common Stock, (ii) subdivide its
          outstanding shares of Common Stock into a greater number of shares,
          (iii) combine its outstanding shares of Common Stock into a smaller
          number of shares or (iv) issue by reclassification of its Common Stock
          any shares of capital stock of the Company, the Per Share Warrant
          Price in effect immediately prior to such action shall be adjusted so
          that the Holder of any Warrant thereafter exercised shall be entitled
          to receive the number of shares of Common Stock or other capital stock
          of the Company which he would have owned or been entitled to received
          immediately following the happening of any of the events described
          above had such Warrant been exercised immediately prior thereto.  An
          adjustment made pursuant to this (b) shall become effective
          immediately after the record date in the case of a dividend or
          distribution and shall become effective immediately after

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          the effective date in the case of a subdivision, combination or 
          reclassification.  If, as a result of an adjustment made pursuant 
          to this  (b), the holder of any Warrant thereafter surrendered for 
          exercise shall become entitled to receive shares of two or more 
          classes of capital stock or shares of Common Stock and other 
          capital stock of the Company, the Board of Directors (whose 
          reasonable determination shall be conclusive and shall be described 
          in a written notice to the Holder of any Warrant promptly after 
          such adjustment) shall determine the allocation of the adjusted Per 
          Share Warrant Price between or among shares of such classes or 
          capital stock or shares of Common Stock and other capital stock.

     (c)  Except as provided in 3(e), in case the Company shall hereafter issue
          or sell any shares of Common Stock for less than $0.50 per share, the
          Per Share Warrant Price shall be adjusted as of the date of such
          issuance or sale so that the same shall equal the price determined by
          dividing (i) the sum of (A) the number of shares of Common Stock
          outstanding immediately prior to such issuance or sale multiplied by
          the Per Share Warrant Price plus (B) the consideration received by the
          Company upon such issuance or sale by (ii) the total number of shares
          of Common Stock outstanding after such issuance or sale.

     (d)  Except as provided in 3(e), in case the Company shall hereafter issue
          or sell any rights, options, warrants or securities convertible into
          Common Stock entitling the holders thereof to purchase the Common
          Stock or to convert such securities into Common Stock at a less than
          $0.50 per share, the Per Share Warrant Price shall be adjusted as of
          the date of such issuance or sale so that the same shall equal the
          price determined by dividing (i) the sum of (A) the number of shares
          of Common Stock outstanding on the date of such issuance or sale
          multiplied by the Per Share Warrant Price plus (B) the Total
          Consideration by (ii) the number of shares of Common Stock outstanding
          on the date of such issuance or sale plus the maximum number of
          additional shares of Common Stock issuable upon exercise or conversion
          of such securities.

     (e)  No adjustment in the Per Share Warrant Price shall be required in the
          case of (i) the issuance of up to 1,000,000 shares of Common Stock
          upon the exercise of options which may be granted under the Company's
          official stock option plan as in effect on the date hereof, or (ii)
          the issuance of shares pursuant to the exercise of this Warrant.

     (f)  In case of any consolidation or merger to which the Company is a party
          other than a merger or consolidation in which the Company is the
          continuing corporation, or in case of any sale or conveyance to
          another entity of the property of the Company as an entirety or
          substantially as an entirety, or in the case of any statutory exchange
          of securities with another entity (including any exchange effected in
          connection with a merger of any other corporation with the Company),
          the Holder of this Warrant shall have the right thereafter to convert
          such Warrant into the kind and amount of securities, cash or other
          property which he would have owned or have been entitled to receive
          immediately after such consolidation, merger, statutory exchange, sale
          or conveyance had this Warrant been exercised immediately prior to the
          effective date of such consolidation, merger, statutory exchange, sale
          or conveyance and in any such case, if necessary, appropriate
          adjustment shall be made in the application of the provisions set
          forth in this Section 3 with respect to the rights and interests
          thereafter of the Holder of this Warrant to the end that the
          provisions set forth in this

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          Section 3 shall thereafter correspondingly be made applicable, as 
          nearly as may reasonably be, in relation to any shares of stock or 
          other securities or property thereafter deliverable on the exercise 
          of this Warrant.  The above provisions of this 3(f) shall similarly 
          apply to successive consolidations, mergers, statutory exchanges, 
          sales or conveyances.  Notice of any such consolidation, merger, 
          statutory exchange, sale or conveyance, and of said provisions so 
          proposed to be made, shall be mailed to the Holder not less than 
          twenty (20) days prior to such event.  A sale of all or 
          substantially all of the assets of the Company for a consideration 
          consisting primarily of securities shall be deemed a consolidation 
          or merger for the foregoing purposes.

     (g)  No adjustment in the Per Share Warrant Price shall be required unless
          such adjustment would require an increase or decrease of at least
          $0.05 per share of Common Stock; PROVIDED, HOWEVER, that any
          adjustments which by reason of this (g) are not required to be made
          shall be carried forward and taken into account in any subsequent
          adjustment; AND PROVIDED FURTHER, however, that adjustments shall be
          required and made in accordance with the provisions of this Section 3
          (other than this (g)) not later than such time as may be required in
          order to preserve the taxfree nature of a distribution to the Holder
          of this Warrant or Common Stock.  All calculations under this Section
          3 shall be made to the nearest cent or to the nearest 1/100th of a
          share, as the case may be.  Anything in this Section 3 to the contrary
          notwithstanding, the Company shall be entitled to make such reductions
          in the Per Share Warrant Price, in addition to those required by this
          Section 3, as it in its reasonable discretion shall deem to be
          advisable in order that any stock dividend, subdivision of shares or
          distribution of rights to purchase stock or securities convertible or
          exchangeable for stock hereafter made by the Company to its
          shareholders shall not be taxable.

     (h)  Whenever the Per Share Warrant Price is adjusted as provided in this
          Section 3 and upon any modification of the rights of the Holder of
          this Warrant in accordance with this Section 3, the Company shall, at
          its own expense, within ten (10) days of such adjustment or
          modification, deliver to the holder of this Warrant a certificate of
          the principal financial officer of the Company setting forth the Per
          Share Warrant Price and the number of Warrant Shares after such
          adjustment or the effect of such modification, a brief statement of
          the facts requiring such adjustment or modification and the manner of
          computing the same.

     (i)  If the Board of Directors of the Company shall declare any dividend or
          other distribution in cash with respect to the Common Stock, other
          than out of earned surplus, the Company shall mail notice thereof to
          the Holder not less than twenty (20) days prior to the record date
          fixed for determining shareholders entitled to participate in such
          dividend or other distribution.

4.   FULLY PAID STOCK; TAXES.

     The Company agrees that the shares of the Common Stock represented by each
     and every certificate for Warrant Shares delivered on the exercise of this
     Warrant in accordance with the terms hereof shall, at the time of such
     delivery, be validly issued and outstanding, fully paid and non-assessable
     and not subject to preemptive rights, or other contractual rights to
     purchase securities of the Company, and the Company will take all such
     actions as may be necessary to assure that the par value or stated value,
     if any, per share of the Common Stock is at all times equal to or less than
     the then Per Share Warrant Price.

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     The Company further covenants and agrees that it will pay, when due and 
     payable, any and all federal and state stamp, original issue or 
     similar taxes which may be payable in respect of the issue of any 
     Warrant Share or certificate therefor.

5.   REGISTRATION UNDER SECURITIES ACT OF 1933.

     (a)  The Company agrees that if, at any time during the period commencing
          on February 2, 1999 and ending on February 2, 2004, the Board of
          Directors of the Company shall authorize the filing of a registration
          statement under the 1933 Act, in connection with the proposed offer of
          any of its securities by it or any of its shareholders, the Company
          will (i) promptly notify the Holder in writing not less than thirty
          (30) days prior to filing such Registration Statement with the
          Commission, and the Holder shall have the right to register all but
          not less than twenty percent (20%) of the Warrant Shares by notifying
          the Company in writing within fifteen (15) days of receipt of the
          Company notice, requesting registration of such Warrant Shares and
          setting forth the intended method of distribution and such other date
          or information as the Company or its counsel shall reasonably require.
          Such registration shall be without cost to the Holder except for its
          counsel fees and sales commissions incurred if the underlying shares
          of Warrant Shares are sold. In the event such offering is underwritten
          by a broker/dealer other than JWGenesis, than Holder's right to
          register its Warrant Stock in such Registration Statement shall be
          subject to the approval of such underwriter, and the Company agrees to
          use its reasonable efforts to obtain such approval.

     (b)  Whenever the Company is required pursuant to the provisions of this
          Section 5 to include Warrant Shares in a registration statement, the
          Company shall (i) furnish each holder of any such Warrant Shares and
          each underwriter of such Warrant Shares with such copies of the
          prospectus, including the preliminary prospectus, conforming to the
          Act (and such other documents as each such holder or each such
          underwriter may reasonably request) in order to facilitate the sale or
          distribution of the Warrant Shares, (ii) use its best efforts to
          register or qualify such Warrant Shares under the blue sky laws (to
          the extent applicable) of such jurisdiction or jurisdictions as the
          holders of any such Warrant Shares and each underwriter of Warrant
          Shares being sold by such holders shall reasonably request and (iii)
          take such other actions as may be reasonably necessary or advisable to
          enable such holders and such underwriters to consummate the sale or
          distribution in such jurisdiction or jurisdictions in which such
          holders shall have reasonably requested that the Warrant Shares be
          sold.

     (c)  The Company shall pay all expenses incurred in connection with any
          registration or other action pursuant to the provisions of this
          Section, except for the attorneys' fees and expenses of the holder(s)
          of the Warrant Shares covered by such registration incurred in
          connection with such registration or other action, underwriting
          discounts and applicable transfer taxes relating to the Warrant
          Shares.

     (d)  The exercise price per Warrant Share shall be 110% of the offering
          price. The exercise price may be paid in cash, by chick or by the
          surrender to the Company of that number of the Warrant Shares which is
          calculated by multiplying (I) the total number of Warrants by (ii) the
          exercise price and (iii) by dividing the product of (I) and (ii) by
          the then current market price for the Company's

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          Common Stock, on the date of exercise (the "Cashless Exercise 
          Price"). The Cashless Exercise Price may be tendered pro rata by 
          the Holder of less than all the warrants.

     (e)  The market price of Common Stock shall mean the price of a share of
          Common Stock on the relevant date, determined on the basis of the last
          reported sale price of the Common Stock as reported on the NASDAQ
          National Market System ("NASDAQ") or, if there is no such reported
          sale on the day in question, on the basis of the average of the
          closing bid and asked quotations as so reported or, if the Common
          Stock is not listed on NASDAQ, the last reported sale price of the
          Common Stock on such other national securities exchange upon which the
          Common Stock is listed or, if the Common Stock is not listed on any
          national securities exchange, on the basis of the average of the
          closing bid and asked quotations on the day in question in the
          over-the-counter market as reported by the National Association of
          Securities Dealers' Automated Quotations System or, if not so quoted,
          as reported by National Quotation Bureau, Incorporated or any similar
          organization.

6.   INDEMNIFICATION.

     (a)  The Company agrees to indemnify and hold harmless each selling holder
          of Warrant Shares and each person who controls any such selling holder
          within the meaning of Section 15 of the Act, and each and all of them,
          from and against any and all losses, claims, damages, liabilities or
          actions, joint or several, to which any selling holder of Warrant
          Shares or they or any of them may become subject under the Act or
          otherwise and to reimburse the persons indemnified as above for any
          legal or other expenses (including the cost of, and for the personnel
          time spent in connection with, any investigation, testimony and
          preparation) incurred by them in connection with any litigation or
          threatened litigation, whether or not resulting in any liability, but
          only insofar as such losses, claims, damages, liabilities or actions
          arise out of, or are based upon, (i) any untrue statement or alleged
          untrue statement of a material fact contained in any registration
          statement pursuant to which Warrant Shares were registered under the
          Act (hereinafter called a "Registration Statement"), any preliminary
          prospectus, the final prospectus or any amendment or supplement
          thereto (or in any application or document filed in connection
          therewith) or document executed by the Company based upon written
          information furnished by or on behalf of the Company filed in any
          jurisdiction in order to register or qualify the Warrant Shares under
          the securities laws thereof or the omission or alleged omission to
          state therein a material fact required to be stated therein or
          necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading, or (ii) the
          employment by the Company of any device, scheme or artifice to
          defraud, or the engaging by the Company in any act, practice or course
          of business which operates or would operate as a fraud or deceit, or
          any conspiracy with respect thereto, in which the Company shall
          participate, in connection with the issuance and sale of any of the
          Warrant Shares; PROVIDED, HOWEVER, that (i) the indemnity agreement
          contained in this (a) shall not extend to any selling holder of
          Warrant Shares in respect of any such losses, claims, damages,
          liabilities or actions arising out of, or based upon, any such untrue
          statement or alleged untrue statement, or any such omission or alleged
          omission, if such statement or omission was based upon and made in
          conformity with information furnished in writing to the Company by a
          selling holder of Warrant Shares specifically for use in connection
          with the preparation of such Registration Statement, any

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          final prospectus, any preliminary prospectus or any such amendment 
          or supplement thereto.  The Company agrees to pay any legal and 
          other expenses for which it is liable under this  (a) from time to 
          time within thirty (30) days after its receipt of a bill therefor.

     (b)  Each selling holder of Warrant Shares, severally and not jointly, will
          indemnify and hold harmless the Company, its directors, its officers
          who shall have signed the Registration Statement and each person, if
          any, who controls the Company within the meaning of Section 15 of the
          Act to the same extent as the foregoing indemnity from the Company,
          but in each case to the extent, and only to the extent, that any
          statement in or omission from or alleged omission from such
          Registration Statement, any final prospectus, any preliminary
          prospectus or any amendment or supplement thereto was made in reliance
          upon information furnished in writing to the Company by such selling
          holder specifically for use in connection with the preparation of the
          Registration Statement, any final prospectus or the preliminary
          prospectus or any such amendment or supplement thereto; PROVIDED,
          HOWEVER, that the total obligation of any holder of Warrant Shares to
          indemnify any and all such indemnified parties under the provisions of
          this (b) shall be limited to the product of the number of Warrant
          Shares being sold by the selling holder and the market price of the
          Common Stock on the date of the sale to the public of these Warrant
          Shares.  Each selling holder of Warrant Shares agrees to pay any legal
          and other expenses for which it is liable under this (b) from time to
          time within thirty (30) days after receipt of a bill therefor.

     (c)  If any action is brought against a person entitled to indemnification
          pursuant to the foregoing 5 (a) or (b) (an "indemnified party") in
          respect of which indemnity may be sought against a person granting
          indemnification (an "indemnifying party") pursuant to such 5 (a) or
          (b), such indemnified party shall promptly notify such indemnifying
          party in writing of the commencement thereof; but the omission to so
          notify the indemnifying party of any such action shall not release the
          indemnifying party from any liability it may have to such indemnified
          party in accordance with (a) or (b) of this Section 6.  In case any
          such action is brought against an indemnified party and it notifies an
          indemnifying party of the commencement thereof, the indemnifying party
          against which a claim is to be made will be entitled to participate
          therein at its own expense and, to the extent that it may wish, to
          assume at its own expense the defense thereof, with counsel reasonably
          satisfactory to such indemnified party; PROVIDED, HOWEVER, that (i) if
          the defendants in any such action include both the indemnified party
          and the indemnifying party and the indemnified party shall have
          reasonably concluded based upon advice of counsel that there may be
          legal defenses available to it and/or other indemnified parties which
          are different from or additional to those available to the
          indemnifying party, the indemnified party shall have the right to
          select separate counsel to assume such legal defenses and otherwise to
          participate in the defense of such action on behalf of such
          indemnified party or parties and (ii) in any event, the indemnified
          party shall be entitled to have counsel chosen by such indemnified
          party participate in, but not conduct, the defense at the expense of
          the indemnifying party.  Upon receipt of notice from the indemnifying
          party to such indemnified party of its election to so assume the
          defense of such action and approval by the indemnified party of
          counsel, the indemnifying party will not be liable to such indemnified
          party under this Section 6 for any legal or other expenses
          subsequently incurred by such indemnified party in connection with the
          defense thereof unless (i) the indemnified party shall have employed
          such counsel in connection with the assumption of legal defenses in
          accordance with provisos (i) or (ii) to the preceding

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          sentence (it being understood, however, that the indemnifying party 
          shall not be liable for the expenses of more than one separate 
          counsel), (ii) the indemnifying party shall not have employed 
          counsel reasonably satisfactory to the indemnified party to 
          represent the indemnified party within a reasonable time after 
          notice of commencement of the action or (iii) the indemnifying 
          party has authorized the employment of counsel for the indemnified 
          party at the expense of the indemnifying party.  An indemnifying 
          party shall not be liable for any settlement of any action or 
          proceeding effected without its written consent, which consent 
          shall not be unreasonably withheld.

     (d)  In order to provide for an equitable contribution in circumstances in
          which the indemnity agreement provided for in (a) of this Section 6 is
          unavailable to a selling holder of Warrant Shares in accordance with
          its terms, the Company and the selling holder of Warrant Shares shall
          contribute to the aggregate losses, claims, damages and liabilities,
          of the nature contemplated by said indemnity agreement, incurred by
          the Company and the selling holder of Warrant Shares, in such
          proportions as is appropriate to reflect the relative benefits
          received by the Company and the selling holder of Warrant Shares from
          any offering of the Warrant Shares; PROVIDED, HOWEVER, that if such
          allocation is not permitted by applicable law or if the indemnified
          party failed to give the notice required under  (c) of this Section 6,
          then the relative fault of the Company and the selling holder of
          Warrant Shares in connection with the statements or omissions which
          resulted in such losses, claims, damages and liabilities and other
          relevant equitable considerations will be considered together with
          such relative benefits and PROVIDED, HOWEVER, that the limitations in
          the proviso in (b) of this Section 6 shall apply in all cases.

     (e)  The respective indemnity and contribution agreements by the Company
          and the selling holder of Warrant Shares in (a), (b), (c) and (d) of
          this Section 6 shall remain operative and in full force and effect
          regardless of (i) any investigation made by any selling holder of
          Warrant Shares or by or on behalf of any person who controls such
          selling holder or by the Company or any controlling person of the
          Company or any director or any officer of the Company, (ii) payment
          for any of the Warrant Shares or (iii) any termination of this
          Agreement, and shall survive the delivery of the Warrant Shares, and
          any successor of the Company, or of any selling holder of Warrant
          Shares, or of any person who controls the Company or any selling
          holder of Warrant Shares, as the case may be, shall be entitled to the
          benefit of such respective indemnity and contribution agreements.  The
          respective indemnity and contribution agreements by the Company and
          the selling holder of Warrant Shares contained in (a), (b), (c) and
          (d) of this Section 6 shall be in addition to any liability which the
          Company and the selling holder of Warrant Shares may otherwise have.

7.   LIMITED TRANSFERABILITY.

     (a)  This Warrant is not transferable or assignable by the Holder except in
          whole or part (i) to JWGenesis or any successor firm or corporation of
          Genesis, (ii) to one or more of any of the principals, members,
          officers or employees of JWGenesis or of any such successor firm or
          (iii) in the case of an individual, pursuant to such individual's last
          will and testament or the laws of descent and distribution and is so
          transferable only upon the books of the Company which it shall cause
          to be maintained for the purpose.  The Company may treat the
          registered holder of this Warrant as he or its appears on the
          Company's books at any time as the Holder for all purposes.  The
          Company shall

<PAGE>

          permit any holder of a Warrant or his duly authorized attorney, 
          upon written request during ordinary business hours, to inspect and 
          copy or make extracts from its books showing the registered holders 
          of Warrants.  All Warrants will be dated the same date as this 
          Warrant.

     (b)  By acceptance hereof, the Holder represents and warrants that this
          Warrant is being acquired, and all Warrant Shares to be purchased upon
          the exercise of this Warrant will be acquired, by the Holder solely
          for the account of such Holder and not with a view to the
          fractionalization and distribution thereof and will not be sold or
          transferred except in accordance with the applicable provisions of the
          Act and the rules and regulations of the Securities and Exchange
          Commission promulgated thereunder, and the Holder agrees that neither
          this Warrant nor any of the Warrant Shares may be sold or transferred
          except under cover of a Registration Statement under the Act which is
          effective and current with respect to such Warrant Shares or pursuant
          to an opinion, in form and substance reasonably acceptable to the
          Company's counsel, that registration under the Act is not required in
          connection with such sale or transfer.  Any Warrant Shares issued upon
          exercise of this Warrant shall bear the following legend:

            "The securities represented by this certificate have not been 
            registered under the Securities Act of 1933 and are restricted 
            securities within the meaning thereof.  Such securities may not be 
            sold or transferred except pursuant to a registration statement 
            under such Act which is effective and current with respect to such 
            securities or pursuant to an opinion of counsel reasonably 
            satisfactory to the issuer of such securities that such sale or 
            transfer is exempt from the registration requirements of such Act."

8.   LOSS, ETC. OF WARRANT.

     Upon receipt of evidence satisfactory to the Company of the loss, theft,
     destruction or mutilation of this Warrant, and of indemnity reasonably
     satisfactory to the Company, if lost, stolen or destroyed, and upon
     surrender and cancellation of this Warrant, if mutilated, and upon
     reimbursement of the Company's reasonable incidental expenses, the Company
     shall execute and deliver to the Holder a new Warrant of like date, tenor
     and denomination.

9.   WARRANT HOLDER NOT SHAREHOLDERS.

     Except as otherwise provided herein, this Warrant does not confer upon the
     Holder any right to vote or to consent to or receive notice as a
     shareholder of the Company, as such, in respect of any matters whatsoever,
     or any other rights or liabilities as a shareholder, prior to the exercise
     hereof.

10.  COMMUNICATION.

     No notice or other communication under this Warrant shall be effective
     unless, but any notice or other communication shall be effective and shall
     be deemed to have been given if, the same is in writing and is mailed by
     first-class mail, postage prepaid, addressed to:

<PAGE>

         (a) the Company at 39420 Liberty Street, Suite 250, Fremont, CA 94538
       or such other address as the Company has designated in writing to the
       Holder; or

         (b) the Holder at 980 North Federal Highway, Boca Raton, Florida
       33432, or such other address as the Holder has designated in writing
       to the Company.




11.  HEADINGS.

     The headings of this Warrant have been inserted as a matter of convenience
     and shall not affect the construction hereof.

12.  APPLICABLE LAW.

     This Warrant shall be governed by and construed in accordance with the laws
     of the State of New York without giving effect to the principles of
     conflicts of law thereof.

IN WITNESS WHEREOF, N. Bruce Walko has caused this Warrant to be signed by 
its Chairman of the Board and attested by its Assistant Secretary on this 
10th day of February, 1999.

ATTEST:

By: /s/ Linda V. Moore                       By: /s/ N. Bruce Walko
   -------------------------                    -------------------------
   Linda V. Moore                               N. Bruce Walko
   Assistant Secretary                          Chairman of the Board

<PAGE>

                                 SUBSCRIPTION

     The undersigned,_________________________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for and purchase
____________________shares of the Common Stock of______________________________
_________covered by said Warrant, and makes payment therefor in full at the
price per share provided by said Warrant.


Dated:__________________               Signature:_____________________________

                                       Address:_______________________________



                SUBSCRIPTION FOR CASHLESS WARRANT SUBSCRIPTION

     The undersigned,________________________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe to that number
of shares of the Common Stock as are issuable in accordance with the formula set
forth in Section 1(b) of the Warrant, and makes payment therefor in full by
surrender and delivery of this Warrant.


Dated:__________________               Signature:_____________________________

                                       Address:_______________________________



                                  ASSIGNMENT

<PAGE>

     FOR VALUE RECEIVED,____________________________hereby sells, assigns and
transfers unto__________________________the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint______________
___________, attorney, to transfer said Warrant on the books of_____________
_________________________.


Dated:__________________               Signature:_____________________________

                                       Address:_______________________________








                             PARTIAL ASSIGNMENT


     FOR VALUE RECEIVED,_________________________________________________hereby
assigns and transfers unto________________________________________the right to
purchase______________shares of the Common Stock of___________________________
______________by the foregoing Warrant, and a proportionate part of said Warrant
and the rights evidenced hereby, and does irrevocably constitute and appoint
____________________________, attorney, to transfer that part of said Warrant on
the books of___________________________________________________.


Dated:__________________               Signature:_____________________________

                                       Address:_______________________________