GP STRATEGIES CORP
NPD FORM OF WARRANT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex103.txt
<DESCRIPTION>NPD FORM OF WARRANT
<TEXT>



                                                                   Exhibit 10.3

                                    EXHIBIT C

          THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
           ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND, AMONG
         OTHER RESTRICTIONS, HAVE NOT BEEN REGISTERED UNDER THE UNITED
       STATES SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED,
              SOLD, OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR
           HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
          STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SUCH ACT

                                                    ___________ NPDC Warrants


                     NATIONAL PATENT DEVELOPMENT CORPORATION
                               WARRANT CERTIFICATE

         This warrant certificate ("NPDC Warrant Certificate") certifies that,
for value received, [PURCHASER] or registered assigns (the "Holder") is the
owner of the number of warrants ("NPDC Warrants") specified above, each of which
entitles the Holder subscribe for and to purchase, at any time during the
Exercise Period (as hereinafter defined), one fully paid and non-assessable
share of Class A Common Stock, $.01 par value ("NPDC Common Stock"), of National
Patent Development Corporation, a Delaware corporation ("NPDC"), at an initial
purchase price as determined as set forth below, subject to adjustment as
hereinafter provided.

1.       Issue; Exercise Price; Agent

1.1 The NPDC Warrants evidenced hereby are part of the issue of a number of NPDC
Warrants as determined pursuant to the Note and Warrant Purchase Agreement (the
"Purchase Agreement"), dated August 8, 2003, among NPDC, its parent GP
Strategies Corporation, a Delaware corporation, MXL Industries, Inc., a Delaware
corporation, the purchasers named therein, and Gabelli Funds, LLC, as agent (the
"Agent").

1.2 Each NPDC Warrant entitles the Holder to subscribe for and purchase one
share of NPDC Common Stock at an initial purchase price equal to 160% of the
Current Market Price (as defined below), subject to adjustment as hereinafter
provided (the "Exercise Price"). The Exercise Price and number of shares of NPDC
Common Stock issuable upon exercise of each NPDC Warrant (the "NPDC Warrant
Shares") are subject to adjustment as provided below.

1.3 Each Holder, by accepting this NPDC Warrant Certificate, appoints and
authorizes the Agent as the agent of the Holder, to take such action as agent on
its behalf and to exercise such powers as are delegated to the Agent by the
terms of the Purchase Agreement. Without limiting the foregoing, each Holder
acknowledges that the NPDC Warrants may be amended by action of the Agent, with
the consent of holders of a majority of the then-outstanding NPDC Warrants, and
that all Holders of NPDC Warrants will be bound by any such amendment.


<PAGE>

2.       Exercise; Expiration Date

2.1 The NPDC Warrants are exercisable, at the option of the Holder, at any time
after the last day of the Exercise Price Measurement Period (as defined below)
and on or before the Expiration Date (the "Exercise Period"), upon surrender of
this NPDC Warrant Certificate to NPDC together with a duly completed notice of
exercise, in the form attached hereto as Exhibit A (the "Notice of Exercise"),
and payment, in the manner provided below, of an amount equal to the Exercise
Price multiplied by the number of NPDC Warrants to be exercised. Such delivery
shall be made at NPDC's office at 777 Westchester Avenue, Fourth Floor, White
Plains, New York 10604, or such other place as may be designated by NPDC by
notice to the Holder. The "Exercise Date" shall mean the date on which such
Notice of Exercise and payment are delivered to NPDC.

2.2 The "Expiration Date" shall mean 5:00 p.m. New York time on the fifth
anniversary of the Closing Date (as defined in the Purchase Agreement) or, if
such date is not a Business Day, then 5:00 p.m. New York time the next following
Business Day. "Business Day" shall mean any date which in the State of New York
is not a holiday or a day on which banks are authorized to close.

2.3 The Exercise Price for any NPDC Warrants shall be paid by delivery to NPDC,
together with the Notice of Exercise, of a certified or cashier's check or
checks, in lawful money of the United States of America.

2.4 Upon each exercise of the Holder's rights to purchase NPDC Warrant Shares,
the Holder shall be deemed to be the holder of record of the NPDC Warrant Shares
issuable upon such exercise, notwithstanding that the transfer books of NPDC
shall then be closed or certificates representing such NPDC Warrant Shares shall
not then have been actually delivered to the Holder. As soon as practicable, but
no later than five Business Days, after each such exercise, NPDC shall issue and
deliver to the Holder a certificate or certificates for the NPDC Warrant Shares
issuable upon such exercise, registered in the name of the Holder. In the case
of exercise of less than all the NPDC Warrants represented by this NPDC Warrant
Certificate, NPDC shall cancel this NPDC Warrant Certificate upon the surrender
hereof and shall execute and deliver to the Holder a new NPDC Warrant
Certificate for the balance of such NPDC Warrants.

2.5 The issuance of any NPDC Warrant Shares or other securities upon the
exercise of NPDC Warrants and the delivery of certificates or other instruments
representing such securities shall be made without charge to the Holder for any
tax or other charge in respect of such issuance. NPDC shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the issue and delivery of any certificate in a name other than that of the
Holder and NPDC shall not be required to issue or deliver any such certificate
unless and until the person or persons requesting the issue thereof shall have
paid to NPDC the amount of such tax or shall have established to the
satisfaction of NPDC that such tax has been paid.

2.6 No fractional shares of NPDC Common Stock will be issued in connection with
any exercise hereof of NPDC Warrants, but, in lieu of such fractional shares,

<PAGE>

NPDC shall make a cash payment therefor in an amount equal to the product of the
applicable fraction and the Current Market Price as of the Exercise Date.

3.       Registration and Transfer

3.1 NPDC shall maintain a register (the "Register") for the registration and
transfer of the NPDC Warrants and the registration and transfer of NPDC Warrant
Shares.

3.2 Prior to due presentment for registration of transfer of this NPDC Warrant
Certificate, or the NPDC Warrant Shares issued upon exercise of the NPDC
Warrants evidenced hereby, NPDC may deem and treat the registered Holder thereof
in the Register as the absolute owner thereof. NPDC shall be entitled to treat
the registered holder of any NPDC Warrant on the Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such NPDC Warrant on the part of any other person,
and shall not be liable for any registration or transfer of NPDC Warrants which
are registered or to be registered in the name of a fiduciary or the nominee of
a fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration or transfer, or
with the knowledge of such facts that its participation therein amounts to bad
faith. In all cases of transfer by an attorney, executor, administrator,
guardian, or other legal representative, duly authenticated evidence of his or
its authority shall be produced.

3.3 Neither the NPDC Warrants evidenced hereby nor the NPDC Warrant Shares
issuable upon exercise hereof have been registered under the Securities Act of
1933, as amended (the "Securities Act"). The Holders are entitled to the
benefits of the Registration Rights Agreement, dated ____________, 2003 (the
"Registration Rights Agreement"), made by NPDC in favor of the Holders. The
Registration Rights Agreement provides, among other things, for certain
restrictions on the disposition of the NPDC Warrants and the NPDC Warrant
Shares, and each Holder, by acceptance of a NPDC Warrant Certificate, accepts
the restrictions and other provisions of the Registration Rights Agreement.
Without limiting the foregoing:

(a)               No Holder may make any disposition of NPDC Warrants unless
                  such disposition is (i) to an investment company registered
                  under the Investment Company Act of 1940, as amended, which is
                  advised by Gabelli Funds, LLC, (ii) of all of the NPDC
                  Warrants held by such Holder, (iii) to one or more transferees
                  each of whom, after giving effect to such disposition, will
                  hold a number of NPDC Warrants at least equal to one-fifteenth
                  of the number of NPDC Warrants originally issued, or (iv)
                  required to enable such Holder to comply with any legal or
                  regulatory restrictions.

(b)               In addition, no Holder shall make any disposition of any NPDC
                  Warrants or NPDC Warrant Shares unless:

              (i) (A) each transferee is an accredited investor, as such term is
          defined in Regulation D promulgated  under the Securities Act, and has
          indicated in the Form of Assignment  attached hereto as Exhibit B (the
          "Form  of  Assignment")  the  basis  on which  such  transferee  is an
          accredited  investor,  (B) each transferee has agreed in writing to be
          bound by the terms of this NPDC Warrant Certificate,  the Registration

<PAGE>

          Rights  Agreement,  and the  Purchase  Agreement,  including,  without
          limitation,  the provisions  thereof with respect to the Agent and the
          obligations  as  a  Security   Holder  (as  defined  in  the  Purchase
          Agreement)  under the Purchase  Agreement,  (C) such Holder shall have
          notified NPDC of the proposed  disposition,  and (D) such Holder shall
          have  furnished  NPDC with an opinion of counsel (which opinion may be
          delivered  by  in-house  counsel  of  Holder) in the form set forth as
          Exhibit C, or otherwise  reasonably  satisfactory  to NPDC,  that such
          disposition  will not require  registration  of the  securities  to be
          disposed of under the  Securities  Act,  provided that no such opinion
          shall be  required  if such  transfer  is  pursuant to (I) Rule 144(k)
          promulgated  under the  Securities  Act or (II) Rule 144A  promulgated
          under the Securities Act; or

              (ii) in the case of a  disposition  of NPDC Warrant  Shares,  such
          disposition is pursuant to and in compliance with Rule 144 promulgated
          under the  Securities  Act,  provided  that NPDC may require that such
          Holder  shall have  furnished  NPDC with an opinion of counsel  (which
          opinion may be  delivered  by in-house  counsel of Holder) in the form
          set forth as Exhibit C, or otherwise reasonably  satisfactory to NPDC,
          that such  disposition is in accordance with such Rule,  provided that
          no such opinion shall be required if such transfer is pursuant to Rule
          144(k) promulgated under the Securities Act; or

              (iii) in the case of a disposition of NPDC Warrant  Shares,  there
          is then in effect a  registration  statement  under the Securities Act
          covering such proposed  disposition  and such  disposition  is made in
          accordance with such registration statement.

     The execution and delivery of the Form of Assignment by the  transferor and
     transferee  indicating the  satisfaction  of the  requirements  of Sections
     3.3(a), (b)(i)(A), (b)(i)(B),  (b)(i)(C), and, if applicable,  (b)(i)(D)(I)
     or  (b)(i)(D)(II)  shall be  sufficient to satisfy such  requirements  with
     respect to the transfer of NPDC Warrants  (except  (other than with respect
     to Section  3(b)(i)(D)(II))  to the  extent  NPDC has  notified  the Holder
     promptly after receipt of such Form of Assignment that to NPDC's  knowledge
     such  requirements  are not met,  specifying in such notice the reason NPDC
     believes such requirements are not met).

3.4 Each NPDC Warrant Certificate, and each certificate representing NPDC
Warrant Shares, shall be stamped or otherwise imprinted with a legend
substantially similar to the following (in addition to any legend required under
other applicable securities laws):

         THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE
         SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND, AMONG OTHER
         RESTRICTIONS, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD, OR
         OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED EXCEPT
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM
         REGISTRATION, UNDER SUCH ACT




<PAGE>

3.5 NPDC shall register in the Register any permitted transfer of a NPDC Warrant
Certificate, upon surrender of same to NPDC with a written instrument of
transfer, in the form attached as Exhibit B, duly executed by the registered
Holder or by a duly authorized attorney thereof and (unless being transferred to
NPDC) by the transferee or by a duly authorized attorney thereof, together with
such other documents as may be required for such transfer as provided above.
Upon any such registration of transfer, new NPDC Warrant Certificate(s) shall be
issued to the transferee(s) and the surrendered NPDC Warrant Certificate shall
be canceled by NPDC. A NPDC Warrant Certificate may also be exchanged, at the
option of the Holder, for new NPDC Warrant Certificates representing in the
aggregate the number of NPDC Warrants evidenced by the NPDC Warrant Certificate
surrendered.

3.6 Upon receipt by NPDC of reasonable evidence of the ownership of and the
loss, theft, destruction, or mutilation of any NPDC Warrant Certificate and, in
the case of loss, theft, or destruction, of indemnity reasonably satisfactory to
NPDC, or, in the case of mutilation, upon surrender and cancellation of the
mutilated NPDC Warrant Certificate, NPDC shall execute and deliver in lieu
thereof a new NPDC Warrant Certificate representing an equal number of NPDC
Warrants.

3.7 Upon any transfer of NPDC Warrants or NPDC Warrant Shares pursuant to
Section 3.3(b)(i), the transferee shall be entitled to all of the benefits
enjoyed by the transferor under the Purchase Agreement and the Registration
Rights Agreement, and the transferor shall be relieved of any obligations under
the Purchase Agreement arising after the date of such transfer.

4.       Stock Fully Paid; Reservation of Shares; Covenants

4.1 NPDC covenants that it will at all times reserve and keep available out of
its authorized NPDC Common Stock, solely for the purpose of issue upon exercise
of the NPDC Warrants, such number of NPDC Warrant Shares as shall then be
issuable upon the exercise of all outstanding NPDC Warrants.

4.2 NPDC covenants that all NPDC Warrant Shares issued upon exercise of the NPDC
Warrants shall be duly and validly issued and, upon payment for such shares as
set forth herein, fully paid and non-assessable and free from all taxes, liens,
and charges with respect to the issue thereof, and that upon issuance such
shares shall be listed on each national securities exchange, if any, on which
the other shares of outstanding NPDC Common Stock of NPDC are then listed.

4.3 NPDC shall not by any action, including, without limitation, amending its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this NPDC Warrant Certificate, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of the Holder hereof against
impairment.

4.4 In case NPDC shall at any time (a) declare a stock dividend upon the NPDC
Class B Common Stock payable in shares of NPDC Class B Common Stock or (b) make



<PAGE>

any distribution upon the NPDC Class B Common Stock payable in shares of NPDC
Class B Common Stock or (c) subdivide the outstanding shares of NPDC Class B
Common Stock into a greater number of shares or (d) combine the outstanding
shares of NPDC Class B Common Stock into a smaller number of shares, then and in
any of such events NPDC shall make, declare, or effect a similar but ratable
stock dividend or distribution or subdivision or combination of the shares of
NPDC Common Stock but payable in shares of NPDC Common Stock.

5. Adjustment of Exercise Price and Number of NPDC Warrant Shares

5.1 The number of NPDC Warrant Shares or other securities or assets issuable
upon the exercise of each NPDC Warrant and the Exercise Price shall be subject
to adjustment from time to time upon the happening of certain events as follows:

(a)                 Recapitalization,      Reorganization,     Reclassification,
                    Consolidation, Merger, or Sale.

(i)            If NPDC,  at any time  after  the  Spin-Off  Date (as  defined
          in the Purchase Agreement) while any NPDC Warrants are outstanding,
          shall do any of the following (each a "Triggering Event"):

(A)                 consolidate  with or merge  into any other  Person  and NPDC
                    shall not be the continuing or surviving corporation of such
                    consolidation or merger;

(B)                 permit any other  Person to  consolidate  with or merge into
                    NPDC and NPDC shall be the  continuing  or surviving  Person
                    but, in connection with such  consolidation  or merger,  any
                    capital stock of NPDC shall be changed into or exchanged for
                    securities of any other Person or cash or any other property
                    (excluding issuance by NPDC of its capital stock in a merger
                    or consolidation so long as the outstanding capital stock of
                    NPDC is not changed or exchanged);

(C)                 transfer  all or  substantially  all of  its  properties  or
                    assets to any other Person;

(D)                 effect a capital  reorganization or  reclassification of its
                    capital stock; or

(E)                 enter  into  any  other  transaction  similar  to any of the
                    foregoing  (provided  that  a  Triggering  Event  shall  not
                    include a consolidation or merger to which any subsidiary of
                    NPDC is a party  so long as NPDC is not also a party to such
                    consolidation or merger),

                  then, and in the case of each such Triggering Event, proper
                  provision shall be made so that, upon the basis and the terms
                  and in the manner provided in this NPDC Warrant Certificate,
                  the Holder of the NPDC Warrants represented by this NPDC
                  Warrant Certificate shall be entitled.


<PAGE>


(F)      upon the  exercise  hereof at any time after the  consummation  of such
         Triggering  Event,  with  respect  to any NPDC  Warrants  which are not
         exercised  prior  to such  Triggering  Event,  or are not  redeemed  in
         connection with such Triggering Event, to receive at the Exercise Price
         in effect at the time  immediately  prior to the  consummation  of such
         Triggering  Event,  the  securities,  cash,  and property to which such
         Holder  would  have  been  entitled  upon  the   consummation  of  such
         Triggering  Event if such  Holder  had  exercised  such  NPDC  Warrants
         immediately  prior  thereto,   subject  to  adjustments  and  increases
         (subsequent to such corporate  action) as nearly equivalent as possible
         to the adjustments and increases provided for in this Section 5, or

(G)      to sell such NPDC Warrants (or, at such  Holder's  election,  a portion
         thereof) to the Person  continuing  after or surviving such  Triggering
         Event, or to NPDC (if NPDC is the continuing or surviving Person), at a
         sales price payable in cash or  Marketable  Securities or a combination
         thereof  (as  determined  by such  Person or NPDC,  as the case may be)
         equal to (I)the sum of the amount of cash and the fair market value (as
         determined  in the good faith  judgment  of the Board of  Directors  of
         NPDC) of the property and/or securities to which a holder of the number
         of  shares  of NPDC  Common  Stock  which  would  otherwise  have  been
         delivered  upon the  exercise  of such NPDC  Warrants  (or the  portion
         thereof so sold) would have been entitled  upon the  effective  date or
         closing of any such  Triggering  Event less (II)an  amount equal to the
         aggregate Exercise Price in effect immediately prior to such Triggering
         Event  applicable to all of such NPDC Warrants (or the portion  thereof
         so sold).

(ii)     Notwithstanding  anything contained in this NPDC Warrant Certificate to
         the contrary,  NPDC will not effect any Triggering Event unless,  prior
         to the  consummation  thereof,  (A) each Person (other than NPDC) which
         may be required to deliver any  securities,  cash, or property upon the
         exercise of NPDC Warrants,  as provided herein, or otherwise under this
         NPDC Warrant Certificate, shall assume, by written instrument delivered
         to, and reasonably  satisfactory to, the Holder, (I) the obligations of
         NPDC under this NPDC Warrant  Certificate  (and,  if NPDC shall survive
         the consummation of such Triggering  Event, such assumption shall be in
         addition  to,  and  shall  not  release  NPDC  from,   any   continuing
         obligations of NPDC under this NPDC Warrant  Certificate)  and (II) the
         obligation to deliver to such Holder such shares of  securities,  cash,
         or property as, in accordance with the provisions of Section 5.1(a)(i),
         such Holder  shall be entitled  to receive,  and (B) such Person  shall
         have  delivered  to such  Holder an opinion of counsel  for such Person
         (which may be in-house  counsel),  which  counsel  shall be  reasonably
         satisfactory to such Holder, stating that this NPDC Warrant Certificate
         shall thereafter continue in full force and effect and the terms hereof
         (including,  without limitation,  all of the provisions of this Section
         5.1(a)) shall be applicable to the securities,  cash, or property which
         such Person may be required  to deliver  upon any  exercise of the NPDC
         Warrants or the  exercise of any rights  provided in this NPDC  Warrant
         Certificate.




<PAGE>

(b)      Subdivision or  Combination  of Shares.  If NPDC, at any time after the
         Spin-Off Date while any NPDC Warrants are outstanding,  shall subdivide
         or combine any shares of NPDC Common Stock,  (i) in case of subdivision
         of shares,  the number of NPDC Warrant Shares issuable upon exercise of
         each  NPDC  Warrant  immediately  prior  to such  subdivision  shall be
         proportionately increased (as at the effective date of such subdivision
         or, if NPDC shall take a record of the holders of the NPDC Common Stock
         for the purpose of so  subdividing,  as at the applicable  record date,
         whichever  is earlier) to reflect the  increase in the total  number of
         shares  of  NPDC  Common  Stock   outstanding   as  a  result  of  such
         subdivision, or (ii) in the case of a combination of shares, the number
         of NPDC  Warrant  Shares  issuable  upon  exercise of each NPDC Warrant
         immediately prior to such subdivision shall be proportionately  reduced
         (as at the effective date of such  combination or, if NPDC shall take a
         record of the  holders of the NPDC  Common  Stock for the purpose of so
         combining,  as at the applicable record date,  whichever is earlier) to
         reflect  the  reduction  in the total  number of shares of NPDC  Common
         Stock outstanding as a result of such combination.

(c)      Stock Dividends. If NPDC, at any time after the Spin-Off Date while any
         NPDC  Warrants  are  outstanding,  shall pay a dividend in, or make any
         other distribution to its stockholders (without consideration therefor)
         of,  shares of NPDC Common  Stock,  the number of NPDC  Warrant  Shares
         issuable upon  exercise of each NPDC Warrant  shall be adjusted,  as at
         the date NPDC  shall  take a record of the  holders  of NPDC's  capital
         stock for the purpose of receiving such dividend or other  distribution
         (or,  if no such  record is taken,  as at the date of such  payment  or
         other  distribution),  such  that each NPDC  Warrant  shall  thereafter
         evidence  the  right  to  purchase  a  number  of NPDC  Warrant  Shares
         determined by multiplying  the number of NPDC Warrant  Shares  issuable
         upon the exercise of each NPDC Warrant in effect  immediately  prior to
         such record date (or if no such record is taken, then immediately prior
         to such payment or other distribution) by a fraction, (i) the numerator
         of which  shall be the total  number of  shares  of NPDC  Common  Stock
         outstanding  immediately after such dividend or distribution  (plus, in
         the event  that NPDC paid cash for  fractional  shares,  the  number of
         additional  shares  which would have been  outstanding  had NPDC issued
         fractional  shares  in  connection  with said  dividends)  and (ii) the
         denominator of which shall be the total number of shares of NPDC Common
         Stock outstanding immediately prior to such dividend or distribution.

(d)      Other  Distributions.  If NPDC,  at any time after the  Spin-Off  Date,
         shall distribute to all holders of NPDC Common Stock, or all holders of
         NPDC Common Stock shall otherwise become entitled to receive, shares of
         capital  stock of NPDC (other than  dividends or  distributions  on the
         NPDC Common  Stock  referred to in Section  5.1(c)),  evidences  of its
         indebtedness,  cash,  assets  (other than  dividends  or  distributions
         payable in shares of NPDC Common Stock),  rights,  options, or warrants
         providing  the right to subscribe  for or purchase any shares of NPDC's
         capital  stock  or  evidences  of  its   indebtedness,   or  securities
         convertible  into or exchangeable  for shares of NPDC Common Stock, the
         Exercise Price shall be adjusted by multiplying the Exercise Price in



<PAGE>

          effect  immediately  prior  to  such  event  by a  fraction,  (i)  the
          numerator  of which  shall be the Current  Market  Price on the record
          date for the  determination  of shareholders  entitled to receive such
          distribution,  less the fair market value (as determined in good faith
          by the Board of  Directors  of NPDC) of the  portion  of the shares of
          NPDC's  capital  stock  other than NPDC  Common  Stock,  evidences  of
          indebtedness,   assets,  or  such  rights,   options,   warrants,   or
          convertible securities, or the amount of such cash, distributable with
          respect to each share of NPDC Common Stock,  and (ii) the  denominator
          of which shall be the Current  Market Price on such record date.  Such
          adjustment  shall be made whenever any such  distribution is made, and
          shall  become  effective  retroactively  as of the record date for the
          determination of shareholders entitled to receive such distribution.

(e)      Adjustment of NPDC Warrant Shares. Upon each adjustment of the Exercise
         Price as a result of Section 5.1(d), each NPDC Warrant shall thereafter
         evidence the right to purchase, at the Exercise Price as adjusted as
         provided therein, a number of Warrant Shares equal to the product
         obtained by multiplying (i) the number of shares issuable upon exercise
         of one NPDC Warrant prior to such adjustment by (ii) a fraction, the
         numerator of which is the Exercise Price in effect immediately prior to
         such adjustment and the denominator of which is the Exercise Price in
         effect immediately after such adjustment.

(f)      Adjustment Exercise Price. All calculations under this Section 5.1
         shall be made to the nearest cent or to the nearest one-ten thousandth
         of a share, as the case may be; provided, however that, no adjustment
         in the Exercise Price shall be required if such adjustment is less than
         $.01; and provided, further, that any adjustments which by reason of
         this Section 5.1(f) are not required to be made shall be carried
         forward and taken into account in any subsequent adjustment.

(g)      Changes to NPDC  Warrant  Certificate.  Anything in this Section 5.1 to
         the contrary notwithstanding,  NPDC shall be entitled, but shall not be
         required,  to make such  changes in the number of NPDC  Warrant  Shares
         issuable  upon the  exercise of each NPDC  Warrant,  or in the Exercise
         Price,  in addition to those  required by this  Section 5.1, as NPDC in
         its discretion  shall determine to be advisable so that any dividend or
         distribution   in   shares   of   NPDC   Common   Stock,   subdivision,
         reclassification,  or  combination  of  shares  of NPDC  Common  Stock,
         issuance of rights, warrants, or options to purchase NPDC Common Stock,
         or distribution of shares of stock other than NPDC Common Stock,  cash,
         evidences of  indebtedness  or assets,  or convertible or  exchangeable
         securities  made by NPDC to the holders of the NPDC Common  Stock shall
         not  result  in any tax to the  holders  of the  NPDC  Common  Stock or
         securities convertible into NPDC Common Stock.

(h)      Other Action Affecting NPDC Common Stock. If, after the Spin-Off Date,
         NPDC shall take any action affecting the NPDC Common Stock, other than
         an action described in any of Sections 5.1(a) through (d), inclusive,
         and the failure to make any adjustment would not fairly protect the
         purchase rights represented by this NPDC Warrant Certificate in
         accordance with the essential intent and principle of this Section 5.1,
         then the number of NPDC Warrant Shares issuable upon exercise of each
         NPDC Warrant and the Exercise Price, as applicable, shall be adjusted
         in such manner and at such time as the Board of Directors of NPDC may
         in good faith determine to be equitable in the circumstances.




<PAGE>

5.2 Notice of Adjustments. Whenever the Exercise Price or the number of NPDC
Warrant Shares issuable upon the exercise of each NPDC Warrant is adjusted as
provided in this Section 5 hereof (for purposes of this Section 5.2, each an
"adjustment"), NPDC shall cause its Chief Financial Officer to prepare and
execute a certificate setting forth, in reasonable detail, the event requiring
the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated (including a description of the basis on which the
Board made any determination hereunder), and the Exercise Price or the number of
NPDC Warrant Shares issuable upon the exercise of each NPDC Warrant after giving
effect to such adjustment, and shall cause copies of such certificate to be
delivered to the Holder at the address of the Holder shown on the Register,
promptly after each adjustment. Any dispute between NPDC and the Holder with
respect to the matters set forth in such certificate may at the option of the
Holder be submitted to the independent accounting firm then regularly engaged by
NPDC, which firm shall be requested to deliver a written opinion as to such
matters to NPDC and the Holder within 30 days after submission to it of such
dispute. Such opinion shall be final and binding on the parties hereto. The fees
and expenses of such accounting firm shall be paid by NPDC.

5.3 If, at any time after the Spin-Off Date and prior to the expiration or
exercise of the NPDC Warrants, NPDC shall:

(a)      pay any dividend or make any distribution on the NPDC Common Stock;

(b)      issue any rights, warrants, or other securities to all holders of NPDC
         Common Stock entitling them to purchase any additional shares of NPDC
         Common Stock or any other rights, warrants, or other securities;

(c)      effect any reclassification or change of the outstanding NPDC Common
         Stock, or any consolidation, merger, sale, lease, or conveyance of
         property described in Section 5.1; or

(d)      effect any liquidation, dissolution, or winding-up of NPDC;

then, and in any one or more of such cases, NPDC shall mail written notice
thereof to the Holder at the Holder's address as it shall appear in the
Register, mailed at least 10 days prior to (i) the date as of which the holders
of record of shares of NPDC Common Stock to be entitled to receive any such
dividend, distribution, rights, warrants, or other securities are to be
determined or (ii) the date on which any such reclassification, change,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective.

5.4 The form of NPDC Warrant Certificate need not be changed because of any
change in the Exercise Price or the number of NPDC Warrant Shares or other
securities or assets issuable upon the exercise of a NPDC Warrant, and NPDC
Warrant Certificates issued before or after such change may state the same
Exercise Price, the same number of NPDC Warrants, and the same number of NPDC
Warrant Shares issuable upon exercise of NPDC Warrants as are stated in the NPDC
Warrant Certificates theretofore issued. NPDC may, however, at any time, in its
sole discretion, make any change in the form of NPDC Warrant Certificate that it



<PAGE>

may deem appropriate in view of any such change and that does not affect the
substance thereof, and any NPDC Warrant Certificates thereafter issued or
countersigned, whether in exchange or substitution for an outstanding NPDC
Warrant Certificate or otherwise, may be in the form as so changed.

5.5 In any case in which this Section 5 shall require that an adjustment in the
Exercise Price be made effective as of a record date for a specified event, NPDC
may elect to defer, until the occurrence of such event, issuing to the Holder,
if the Holder exercised NPDC Warrants after such record date, the shares of NPDC
Common Stock, if any, issuable upon such exercise over and above the number of
NPDC Warrant Shares, if any, issuable upon such exercise on the basis of the
Exercise Price in effect prior to such adjustment; provided, however, that NPDC
shall deliver to the Holder a due bill or other appropriate instrument
evidencing the Holder's right to receive such additional shares upon the
occurrence of the event requiring such adjustment.

6. Definitions.

6.1  For purpose of this NPDC Warrant Certificate, the following terms have the
following meanings:

         The "Current Market Price" on any date shall mean the average of the
daily closing prices of the NPDC Common Stock for the 20 consecutive trading
days immediately preceding the date in question, except that, for purposes of
Section 1.2 only, the "Current Market Price" shall mean the average of the daily
closing prices of the NPDC Common Stock over the 20 consecutive trading days
commencing on the record date for the Spin-Off (as defined in the Purchase
Agreement) (the "Exercise Price Measurement Period"). The closing price of the
NPDC Common Stock for each day shall be the last reported sales price regular
way of such stock or, if no such reported sale of such stock takes place on such
day, the closing bid price regular way of such stock, in either case on the
principal national securities exchange (including, for purposes hereof, Nasdaq)
on which the NPDC Common Stock is listed or admitted to trading or, if such
stock is not listed or admitted to trading on any national securities exchange,
the highest reported closing bid price for such stock as furnished by the Nasdaq
or a similar organization if Nasdaq is no longer reporting such information. If
on any such date the NPDC Common Stock is not listed or admitted to trading on
any United States national securities exchange and is not quoted by Nasdaq or
any similar organization, the fair value of a share of such stock on such date,
as determined in good faith by the Board of Directors of NPDC, whose
determination shall be conclusive absent manifest error, shall be used.

         "Person" means an individual, a corporation, a partnership, a trust, a
limited liability company, an unincorporated organization, or a government
organization or an agency or political subdivision thereof.

         "Marketable Securities" means securities of a class which are
registered under the Securities Act, whether or not such securities are actually
registered under the Securities Act, so long as such securities may be
registered under the Securities Act pursuant to currently exercisable demand
registration rights.




<PAGE>

7.       Miscellaneous

7.1 The Holder of any NPDC Warrant shall not have, solely on account of such
status, any rights of a stockholder of NPDC, either at law or in equity, or to
any notice of meetings of stockholders or of any other proceedings of NPDC,
except as provided in this NPDC Warrant Certificate.

7.2 This NPDC Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York.

7.3 NPDC stipulates that the remedies at law of the Holder in the event of any
default or threatened default by NPDC in the performance of or compliance with
any of the terms of this NPDC Warrant Certificate are not and will not be
adequate and that, to the fullest extent permitted by law, 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. Time is of the essence in this NPDC Warrant Certificate.

7.4 This NPDC Warrant Certificate, the NPDC Warrants, and all other rights
evidenced hereby shall inure to the benefit of and be binding upon the permitted
successors and assigns of NPDC, the Holder, and (to the extent provided herein)
the holders of NPDC Warrant Shares issued pursuant hereto, and shall be
enforceable by any such Holder or holder of NPDC Warrant Shares.

7.5 If, in any action before any court or agency legally empowered to enforce
any provision contained herein, any provision hereof is found to be
unenforceable, then such provision shall be deemed modified to the extent
necessary to make it enforceable by such court or agency. If any such provision
is not enforceable as set forth in the preceding sentence, the unenforceability
of such provision shall not affect the other provisions of this NPDC Warrant
Certificate, but this NPDC Warrant Certificate shall be construed as if such
unenforceable provision had never been contained herein.

7.6 The headings of the Sections of this NPDC Warrant Certificate are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this NPDC Warrant Certificate.

         IN WITNESS WHEREOF, NPDC has caused this NPDC Warrant Certificate to be
duly executed by its officers thereunto duly authorized and its corporate seal
to be affixed hereon, as of this ______ day of ________, 200_.

                                       NATIONAL PATENT DEVELOPMENT CORPORATION


                                       By:  __________________________________
                                            Name:
                                            Title:
Attest:

---------------------------------
Name:
Title:

<PAGE>


                                    EXHIBIT A

                               NOTICE OF EXERCISE

     The undersigned hereby irrevocably elects to exercise,  pursuant to Section
2 of the NPDC Warrant Certificate accompanying this Notice of Exercise,  _______
NPDC  Warrants of the total  number of NPDC  Warrants  owned by the  undersigned
pursuant to the accompanying  NPDC Warrant  Certificate  (and, if such number of
NPDC Warrants is less than all of the NPDC Warrants  covered by the accompanying
NPDC Warrant Certificate, that a new NPDC Warrant Certificate for the balance of
such  NPDC  Warrants  be  registered  in the  name of,  and  delivered  to,  the
undersigned  at the address  stated  below),  and herewith  makes payment of the
Exercise Price of such shares in full by delivery of $__________ by certified or
cashier's check.

Dated:  _________________

                          --------------------------------------
                          Name of Holder


                          --------------------------------------
                          Signature


                          --------------------------------------
                          If executed in a representative
                          or fiduciary capacity, print
                          name and title of individual
                          executing this notice on behalf
                          of the Holder


                          NOTE: The above signature should
                          correspond exactly with the name
                          on the first page of this NPDC
                          Warrant Certificate or with the
                          name of the assignee appearing
                          in the Form of Assignment


                          --------------------------------------
                          Social Security or Tax Identification Number of Holder


                          Address of Holder:

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

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

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

<PAGE>


                                                                 EXHIBIT B

                               FORM OF ASSIGNMENT

        (To be executed by the registered holder if such holder desires to
transfer the attached Warrant.)

     FOR VALUE  RECEIVED,  ______________________  (the "Holder")  hereby sells,
assigns, and transfers unto

                     Name ________________________________

                     Address_______________________________

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

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

                     Social Security or Tax Identification Number:

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

____ NPDC Warrants, as defined in and represented by the accompanying NPDC
Warrant Certificate, together with all right, title, and interest therein, and
does hereby irrevocably constitute and appoint _______________ attorney to
transfer such NPDC Warrants on the books of NPDC Strategies Corporation
("NPDC"), with full power of substitution.

? [CHECK IF APPLICABLE] The undersigned is transferring the above NPDC Warrants
pursuant to the exemption from registration under the Securities Act of 1933, as
amended, provided by Section 4(1) of such Securities Act, and in connection
therewith represents that neither the undersigned, nor any person acting on
behalf of the undersigned, has solicited or will solicit any offer or published
or will publish any advertisement to sell or has offered to sell or will offer
to sell all or any part of such NPDC Warrants to any person or persons so as to
bring the sale of such NPDC Warrants by the undersigned within the registration
provisions of such Securities Act.

? [CHECK IF APPLICABLE] The undersigned is transferring the above NPDC Warrants
pursuant to the exemption from registration under the Securities Act of 1933, as
amended, provided by Rule 144(k) promulgated under such Securities Act, and in
connection therewith represents that the undersigned is not, and within the
three months prior hereto has not been, an affiliate of NPDC within the meaning
of such Rule.



                                       9
<PAGE>

? [CHECK IF APPLICABLE] The undersigned is transferring the above NPDC Warrants
pursuant to the exemption from registration under the Securities Act of 1933, as
amended, provided by Rule 144A promulgated under such Securities Act.

Dated: _________________

                        --------------------------------------
                        Name of Holder


                        --------------------------------------
                        Signature


                        --------------------------------------
                        If executed in a representative
                        or fiduciary capacity, print
                        name and title of individual
                        executing this notice on behalf
                        of the Holder

                        NOTE:  The above signature should correspond exactly
                        with the name on the first page of this NPDC Warrant
                        Certificate


                        --------------------------------------
                        Social Security or Tax Identification Number of Holder


                        Address of Holder:

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

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

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


<PAGE>


         Each undersigned transferee, by execution hereof, (i) represents and
warrants to NPDC that (a) such transferee is an accredited investor, as such
term is defined in the Regulation D promulgated under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to the provision or provisions
of such definition as indicated below, (b) if box (B) below is checked, the
undersigned is an investment company registered under the Investment Company Act
of 1940, as amended, which is advised by Gabelli Funds, LLC, (c) if box (C)
below is checked, the undersigned is a qualified institutional buyer, as such
term is defined in Rule 144A promulgated under the Securities Act, and is
acquiring the NPDC Warrants transferred hereby pursuant to such Rule 144A, (d)
unless the undersigned transferee is an investment company referred to in clause
(b) above, or is acquiring all of the NPDC Warrants held by the Holder, the
undersigned will hold, after giving effect to the transfer effected hereby, not
less than one-fifteenth of the number of NPDC Warrants originally issued by NPDC
on the Spin-Off Date (as defined in the NPDC Warrant Certificate), (e) the
undersigned is acquiring the NPDC Warrants, and will acquire any NPDC Warrant
Shares (as defined in the NPDC Warrant Certificate), for investment and without
a view to a distribution other than pursuant to a registration statement under
the Securities Act and applicable state securities laws, or an exemption
therefrom, and (f) the name, address, and social security or tax identification
number of the undersigned are as set forth above, and (ii) agrees to be bound by
the terms of the NPDC Warrant Certificate, the Registration Rights Agreement,
and the Purchase Agreement (each as defined in the NPDC Warrant Certificate),
including, without limitation, the provisions thereof with respect to the Agent
(as defined in such Purchase Agreement) and the obligations as a Security Holder
(as defined in the Purchase Agreement) under the Purchase Agreement.

         The undersigned is an accredited investor under the following
provisions:

___      (i) a bank as defined in Section  3(a)(2) of the  Securities  Act, or a
         savings and loan association or other institution as defined in Section
         3(a)(5)(A) of the  Securities  Act whether  acting in its individual or
         fiduciary  capacity;  a broker or dealer registered pursuant to Section
         15 of the  Securities  Exchange Act of 1934;  an  insurance  company as
         defined in Section 2(13) of the Securities  Act; an investment  company
         registered  under  the  Investment  Company  Act of 1940 or a  business
         development company as defined in Section 2(a)(48) of that Act; a Small
         Business  Investment  Company  licensed  by  the  U.S.  Small  Business
         Administration  under  Section  301(c)  or (d) of  the  Small  Business
         Investment Act of 1958; a plan  established  and maintained by a state,
         its political subdivisions, or any agency or instrumentality of a state
         or its political  subdivisions,  for the benefit of its  employees,  if
         such plan has total assets in excess of $5,000,000; an employee benefit
         plan within the meaning of the Employee  Retirement Income Security Act
         of 1974, if the  investment  decision is made by a plan  fiduciary,  as
         defined in Section 3(21) of such Act,  which is either a bank,  savings
         and loan  association,  insurance  company,  or  registered  investment
         adviser,  or if the employee benefit plan has total assets in excess of
         $5,000,000 or, if a self-directed plan, with investment  decisions made
         solely by persons that are accredited investors;

___      (ii) a private  business  development  company  as  defined  in Section
         202(a)(22) of the Investment Advisers Act of 1940;



                                       10
<PAGE>

___      (iii) an  organization  described in Section  501(c)(3) of the Internal
         Revenue Code of 1986, as amended, corporation, Massachusetts or similar
         business trust, or partnership,  not formed for the specific purpose of
         acquiring  NPDC Warrants or NPDC Warrant  Shares,  with total assets in
         excess of $5,000,000;

___      (iv) a director or executive officer of NPDC;

___      (v) a natural  person whose  individual  net worth,  or joint net worth
         with that person's  spouse,  at the time of his or her purchase exceeds
         $1,000,000;

___      (vi) a natural  person who had an individual  income (not including his
         or her spouse's  income) in excess of $200,000 in the last two years or
         joint  income  with his or her spouse in excess of  $300,000 in each of
         those years and has a reasonable  expectation  of reaching  such income
         level in the current year;

___      (vii) a trust,  with total assets in excess of  $5,000,000,  not formed
         for the  specific  purpose of acquiring  NPDC  Warrants or NPDC Warrant
         Shares,  whose  purchase is directed by a person having such  knowledge
         and  experience  in financial  and  business  matters that he or she is
         capable of evaluating  the merits and risks entailed in the purchase of
         the NPDC Warrants or NPDC Warrant Shares; or

___      (viii)  an  entity in which all of the  equity  owners  are  accredited
         investors  (if  this  alternative  is  checked,  the  undersigned  must
         identify how each equity owner is qualified as an accredited investor).

         (B) ? [CHECK, IF APPLICABLE] The undersigned is an investment company
registered under the Investment Company Act of 1940, as amended, which is
advised by Gabelli Funds, LLC

         (C) ? [CHECK, IF APPLICABLE] The undersigned is a qualified
institutional buyer, as such term is defined in Rule 144A promulgated under the
Securities Act, and is acquiring the NPDC Warrants transferred hereby pursuant
to such Rule 144A

Dated: _________________

                                --------------------------------------
                                Name of Transferee


                                --------------------------------------
                                Signature


                                --------------------------------------
                                If executed in a representative
                                or fiduciary capacity, print
                                name and title of individual
                                executing this notice on behalf
                                of the transferee

                                NOTE:  The above signature should correspond
                                exactly with the name set forth above




<PAGE>


                                                                     EXHIBIT C

                       FORM OF OPINION REGARDING TRANSFER


                          [In-house Counsel letterhead]


GP Strategies Corporation
777 Westchester Avenue, 4th Floor
White Plains, NY 10604

[Name/address of transfer agent]

Ladies and Gentlemen:

I am [insert title of opinion giver] for [insert name of transferor] ("Seller"),
and have acted as in-house counsel of Seller in connection with the sale and
transfer (the "Transaction") by Seller to [insert buyer's name] (the
"Transferee") of [ ] warrants (the "Warrants") for the purchase of shares of
Class A Common Stock (the "Common Stock"), par value $0.01 per share]/[[ ]
shares (the "Shares") of Class A Common Stock (the "Common Stock"), par value
$0.01 per share] issued by National Patent Development Corporation, a Delaware
corporation (the "Company"). Capitalized terms used and not otherwise defined
herein shall have the meaning ascribed to them in the Note and Warrant Purchase
Agreement, dated as of July __, 2003, by and among the Company, GP, MXL, the
Agent (each as defined therein) and the Purchasers listed in Schedule 1.2
thereof (the "Purchase Agreement").

In connection with this opinion, I have examined copies of the following
documents: (a) the Purchase Agreement, (b) the Note, (c) the GP Warrant
Certificate, (d) the NPDC Warrant Certificate, (e) the GP Registration Rights
Agreement, (f) the NPDC registration Rights Agreement (the documents set forth
in (a) thorough (f) being the "Transaction Documents"), and (g) [Form of
Assignment dated [ ] from Seller to Transferee, a copy of which is attached
hereto as Exhibit A (the "Form of Assignment")] /[stock certificate number [ ]
evidencing [ ] the Shares and the accompanying stock power executed by the
Seller to effect the transfer of the Shares to Transferee, copies of which are
attached hereto as Exhibit A (the "Stock Documents")].

I have also examined such certificates of public officials, such certificates of
officers of Seller and Transferee, the originals (or copies thereof) of such
other documents and records of the Seller, and such other documents and
instruments as I have deemed necessary or appropriate for purposes of this
opinion. In addition I have examined such matters of law as I have deemed
necessary or appropriate for purposes of this opinion

In rendering my opinion, I have assumed the genuineness of all signatures on all
documents so examined, the authenticity of all documents, records and
instruments submitted to me as originals and the conformity with the original
documents, records and instruments of all such documents, records and
instruments submitted to me as copies and the legal capacity to sign of all
individuals executing such documents. I have not independently verified the
foregoing assumptions.


<PAGE>

I have also assumed that there are no oral modifications or written agreements
or understandings which limit, modify or otherwise alter the terms, provisions
and conditions of, or relate to, the transactions contemplated by the
Transaction Documents. As to various questions of fact material to my opinion, I
have assumed and have relied without independent investigation upon the accuracy
and completeness of the above-mentioned certificates and documents and upon the
representations and warranties contained in the Transaction Documents.

[Rule 144 Documents and Assumptions Applicable to Sale of Common Stock Only]

[I have also received a copy of written correspondence indicating that the
Seller has filed a notice on Form 144, dated [ ] (the "Form 144"), with the
Securities and Exchange Commission in connection with the sale of the Shares.
The Form 144 indicates that (i) the Seller intends to sell the Shares, all of
which were acquired from [ ] (the "Prior Holder") on [ ], (ii) the Seller has
not sold any shares of Common Stock during the three months preceding the filing
of the Form 144, and (iii) the aggregate number of shares of Common Stock
outstanding is [ ]. I also received a copy of a written representation letter,
dated [ ] (the "Broker's Letter"), from [ ] (the "Broker") indicating that the
sale of the Shares was made in a "brokers' transaction"1 as that term is defined
in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"),
and that the Broker did not solicit or arrange for the solicitation of orders to
buy the Shares in anticipation of the sale of the Shares.2

The Common Stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has been
subject to the reporting requirements of Section 13 of the Exchange Act for a
period of at least 90 days immediately preceding the sales of the Securities. ]

[4(1)1/2 Assumptions Applicable to Transfer of Common Stock or Warrants]

[I have further assumed, with your permission and without independent
investigation, that (i) Transferee has had a full opportunity to ask questions
and receive answers from the Seller and the Company with respect to matters
necessary for it to make an informed investment decision regarding the
[Shares/Warrants] and the Company and (ii) all of the proceeds of the
Transaction will inure solely to the benefit of the Seller and no portion
thereof will inure to the benefit of the Company.

I have relied with your permission and without independent investigation on
Transferee's representations set forth in the Form of Assignment3 that (i)
Transferee acquires the [Shares/Warrants] for its own account and not with a
view towards the distribution or resale thereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act") and (ii) neither
Seller nor any agent on its behalf has solicited or will solicit any offers or
published or will publish any advertisement to sell or has offered to sell or
will offer to sell all or any part of the [Shares/Warrants] to any person or
persons so as to bring the sale of such [Shares/Warrants] by Seller within the
registration provisions of the Securities Act.


<PAGE>

For purposes of this opinion, I have also assumed, without independent
investigation, as indicated by the legends thereon, that before the Transaction
the [Shares/Warrants] were "restricted securities" as that term is construed
under Rule 144 under the Securities Act.]

Based upon and in reliance on the foregoing, and subject to the limitations
heretofore and hereinafter expressly set forth, I am of the opinion that the
sale and transfer of the [Shares/Warrants] by the Seller to Transferee does not
require registration under the Securities Act.

My opinion is limited to the Federal laws of the United States of America and I
do not express any opinion as to the laws of any other state or jurisdiction. No
opinion is expressed as to the effect that the law of any other jurisdiction
might have upon the subject matter of the opinion expressed herein under
conflicts of laws principles or otherwise. Except for the opinions set forth in
the paragraph immediately above, I express no opinions and no opinions should be
implied. I render no opinion with respect to antitrust laws, environmental laws,
state securities laws or the law of fiduciary duty. Except as expressed in the
paragraph immediately above, I express no opinion with respect to securities
laws.

The opinion expressed herein is intended solely for your benefit in connection
with the transfer of the [Shares/Warrants] as described above and may not be
relied upon or used by or circulated, quoted or otherwise referred to any other
person or entity or for any other reason. This opinion speaks only as of the
date hereof and is limited to matters expressly stated herein and the law as in
effect on the date hereof. I disclaim any undertaking to advise you of changes
in law or facts that may be brought to my attention after the date hereof.

                                Very truly yours,







--------
1 If transaction is effected through a "market maker" as that term is defined in
Rule 144, revise this paragraph accordingly.

2 This opinion should be modified to reflect any change to laws governing such
matters between the date of the Purchase Agreement and the time of its delivery.

3 In the case of a transfer of Shares where no Form of Assignment is provided,
please replace the reference to the Form of Assignment with reference to officer
certificates which the opinion giver should obtain from the Transferee and
Seller.


</TEXT>
</DOCUMENT>
