TELIGENT INC
STOCK PURCHASE WARRANT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>STOCK PURCHASE WARRANT
<TEXT>


         THIS WARRANT AND THE SHARES  ISSUABLE UPON THE EXERCISE OF THIS WARRANT
         HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
         EXCEPT AS  OTHERWISE  SET FORTH  HEREIN OR IN A COMMON  STOCK  PURCHASE
         AGREEMENT DATED AS OF DECEMBER 7, 2000, NEITHER THIS WARRANT NOR ANY OF
         SUCH SHARES MAY BE SOLD,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF AN
         EFFECTIVE  REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR
         AN  OPINION  OF  COUNSEL,  IN  FORM,  SUBSTANCE  AND  SCOPE  REASONABLY
         ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH
         ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

                                    Right to

                                    Purchase

                                    4,972,370
                                Shares of Class A
                                  Common Stock,
                                 par value $.01
                                    per share

                             STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received,  RGC International  Investors,
LDC ("RGC") or its permitted  assigns,  is entitled to purchase  from  Teligent,
Inc., a Delaware  corporation (the "Company"),  at any time or from time to time
as  prescribed  herein  during the period  specified  in Section 2 hereof,  Four
Million Nine Hundred  Seventy-Two  Thousand  Three Hundred  Seventy  (4,972,370)
fully paid and  nonassessable  shares of the Company's Class A Common Stock, par
value $.01 per share (the  "Common  Stock"),  at an exercise  price of $3.62 per
share (the "Exercise Price"). The term "Warrant Shares," as used herein,  refers
to the shares of Common Stock purchasable hereunder.  The Warrant Shares and the
Exercise  Price are subject to adjustment  as provided in Section 4 hereof.  The
term Warrants means this Warrant and the other warrants  issued pursuant to that
certain  Common Stock Purchase  Agreement,  dated December 7, 2000, by and among
the Company and RGC (the "Stock  Purchase  Agreement").  Capitalized  terms used
herein and not otherwise  defined herein shall have the respective  meanings set
forth in the Stock Purchase Agreement.

         This  Warrant  is  subject  to the  following  terms,  provisions,  and
conditions:

         1. Manner of Exercise;  Issuance of  Certificates;  Payment for Shares.
Subject to the  provisions  hereof,  this Warrant may be exercised by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company  as it may  designate  by notice  to the  holder  hereof),  and upon (i)
payment to the Company in cash,  by certified or official  bank check or by wire
transfer  for the account of the Company of the  Exercise  Price for the Warrant
Shares specified in the Exercise  Agreement or (ii) if the resale of the Warrant
Shares  by  the  holder  is  not  then  registered   pursuant  to  an  effective
registration  statement  under  the  Securities  Act of 1933,  as  amended  (the
"Securities Act") (or, if after the registration  statement covering the Warrant
Shares  is  declared  effective,  sales of the  Warrant  Shares  may not be made
thereunder  for any reason),  delivery to the Company of a written  notice of an
election to effect a "Cashless Exercise" (as defined in Section 12(c) below) for
the Warrant Shares  specified in the Exercise  Agreement.  The Warrant Shares so
purchased  shall be deemed to be issued to the  holder  hereof or such  holder's
designee, as the record owner of such shares, as of the close of business on the
date on which this Warrant shall have been surrendered,  the completed  Exercise
Agreement shall have been  delivered,  and payment shall have been made for such
shares (or an election to effect a Cashless Exercise has been made) as set forth
above.  Certificates  for the  Warrant  Shares so  purchased,  representing  the
aggregate  number  of  shares  specified  in the  Exercise  Agreement,  shall be
delivered to the holder hereof within a reasonable time, not exceeding three (3)
business days, after this Warrant shall have been so exercised. The certificates
so delivered  shall be in such  denominations  as may be requested by the holder
hereof and shall be  registered in the name of such holder or such other name as
shall be  designated by such holder.  If this Warrant shall have been  exercised
only in part, then,  unless this Warrant has expired,  the Company shall, at its
expense,  at the time of delivery of such certificates,  deliver to the holder a
new Warrant representing the number of shares with respect to which this Warrant
shall not then have been exercised.

                  Notwithstanding  anything in this Warrant to the contrary,  in
no event  shall the holder of this  Warrant be  entitled to exercise a number of
Warrants (or portions  thereof) in excess of the number of Warrants (or portions
thereof)  upon  exercise  of which the sum of (i) the number of shares of Common
Stock  beneficially owned by the holder and its affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of the
unexercised  Warrants and the  unexercised or  unconverted  portion of any other
securities of the Company  (including  the rights or obligations of the Buyer to
purchase securities from the Company under the Stock Purchase Agreement) subject
to a limitation on conversion or exercise analogous to the limitation  contained
herein) and (ii) the number of shares of Common Stock  issuable upon exercise of
the  Warrants  (or portions  thereof)  with  respect to which the  determination
described  herein is being made,  would  result in  beneficial  ownership by the
holder and its affiliates of more than 9.9% of the then  Outstanding  Shares (as
defined  in the Stock  Purchase  Agreement).  For  purposes  of the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13D-G   thereunder,   except  as  otherwise   provided  in  clause  (i)  hereof.
Notwithstanding  anything in this Warrant to the  contrary,  the  limitation  on
exercise  of this  Warrant  set forth in this  paragraph  shall  not be  amended
without (a) the written consent of the holder hereof and the Company and (b) the
approval of the holders of a majority of the Company's Common Stock present,  or
represented by proxy,  and voting at any meeting called to vote on the amendment
of such restriction.

         2.  Period of  Exercise;  Vesting.  Subject to the  vesting  provisions
contained below, this Warrant is exercisable at any time or from time to time on
or after the date on which this Warrant is issued and delivered  pursuant to the
terms of the Stock  Purchase  Agreement (the "Issue Date") and before 5:00 p.m.,
New York  City  time,  on the fifth  (5th)  anniversary  of the Issue  Date (the
"Exercise  Period").  In no event  shall the holder be  entitled  to  purchase a
number of shares upon exercise of the Warrant which,  when  aggregated  with all
prior purchases of shares upon exercise of this Warrant, exceeds the then vested
portion of this Warrant hereunder.  This Warrant shall vest as to (i) 75% of the
aggregate  number of  shares of Common  Stock  issuable  upon  exercise  of this
Warrant  immediately  on the Issue Date and (ii) after the holder has  purchased
from the Company  Common Stock with an aggregate  Purchase  Price (as defined in
the  Stock   Purchase   Agreement)  of  One  Hundred   Fifty   Million   Dollars
($150,000,000)   pursuant  to  the  Stock  Purchase  Agreement,   an  additional
percentage of the shares of Common Stock  issuable upon exercise of this Warrant
shall vest  simultaneously  with each  additional  Draw Down (as  defined in the
Stock  Purchase  Agreement)  of Common  Stock  pursuant  to the  Stock  Purchase
Agreement. The additional percentage of the aggregate number of shares of Common
Stock issuable upon exercise of this Warrant which shall vest in accordance with
clause (ii) of the preceding  sentence shall equal (x) the Investment Amount (as
defined in the Stock Purchase  Agreement)  relating to each such additional Draw
Down, divided by (y) Two Hundred Fifty Million Dollars ($250,000,000).

         3.  Certain Agreements of the Company. The Company hereby covenants and
agrees as follows:

                  (a) Shares to be Fully Paid.  All Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, and charges with respect
to the issue thereof.

                  (b)  Reservation of Shares.  During the Exercise  Period,  the
Company  shall at all times have  authorized,  and  reserved  for the purpose of
issuance upon exercise of this Warrant,  a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.

                  (c) Listing.  The Company shall promptly secure the listing of
the shares of Common  Stock  issuable  upon  exercise of the  Warrant  upon each
national  securities  exchange or automated quotation system, if any, upon which
shares of Common Stock are then listed  (subject to official  notice of issuance
upon exercise of this Warrant) and shall  maintain,  so long as any other shares
of Common  Stock shall be so listed,  such listing of all shares of Common Stock
from time to time issuable  upon the exercise of this  Warrant;  and the Company
shall  so list on each  national  securities  exchange  or  automated  quotation
system, as the case may be, and shall maintain such listing of, any other shares
of capital  stock of the Company  issuable  upon the exercise of this Warrant if
and so long as any  shares of the same  class  shall be listed on such  national
securities exchange or automated quotation system.

                  (d)  Certain  Actions  Prohibited.  The  Company  will not, by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant in order to protect the  exercise  privilege of the holder of this
Warrant  against  dilution or other  impairment,  consistent  with the tenor and
purpose of this Warrant.  Without limiting the generality of the foregoing,  the
Company  (i) will not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant  above the Exercise  Price then in
effect,  and (ii) will take all such actions as may be necessary or  appropriate
in  order  that the  Company  may  validly  and  legally  issue  fully  paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

                  (e) Successors and Assigns.  This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all the Company's assets.

         4. Antidilution  Provisions.  During the Exercise Period,  the Exercise
Price and the number of Warrant Shares shall be subject to adjustment  from time
to time as provided in this Section 4.

         In the event that any  adjustment  of the  Exercise  Price as  required
herein results in a fraction of a cent,  such Exercise Price shall be rounded up
to the nearest cent.

                  (a)  Adjustment  of  Exercise  Price and Number of Shares upon
Issuance of Common Stock. Except as otherwise provided in Sections 4(c) and 4(e)
hereof, if and whenever on or after the Issue Date of this Warrant,  the Company
issues or sells,  or in  accordance  with  Section 4(b) hereof is deemed to have
issued  or sold,  any  shares  of Common  Stock  for no  consideration  or for a
consideration per share (before deduction of reasonable  expenses or commissions
or underwriting  discounts or allowances in connection  therewith) less than the
Market  Price (as  hereinafter  defined) in effect on the date of  issuance  (or
deemed issuance) of such Common Stock (a "Dilutive Issuance"),  then immediately
upon the  Dilutive  Issuance,  the  Exercise  Price  will be  reduced to a price
determined by multiplying the Exercise Price in effect  immediately prior to the
Dilutive  Issuance by a fraction,  (i) the numerator of which is an amount equal
to the sum of (x) the  number of shares of  Common  Stock  actually  outstanding
immediately  prior  to the  Dilutive  Issuance,  plus  (y) the  quotient  of the
aggregate  consideration,  calculated  as set  forth  in  Section  4(b)  hereof,
received by the Company upon such Dilutive  Issuance divided by the Market Price
in effect immediately prior to the Dilutive  Issuance,  and (ii) the denominator
of which is the total number of shares of Common Stock  Deemed  Outstanding  (as
defined below) immediately after the Dilutive Issuance.

                  (b) Effect on Exercise Price of Certain  Events.  For purposes
of  determining  the adjusted  Exercise  Price under  Section  4(a) hereof,  the
following will be applicable:

                            (i) Issuance of Rights or Options. If the Company in
         any manner issues or grants any warrants, rights or options, whether or
         not  immediately  exercisable,  to subscribe for or to purchase  Common
         Stock, or other securities  convertible into or exchangeable for Common
         Stock ("Convertible  Securities") (such warrants, rights and options to
         purchase  Common  Stock  or  Convertible   Securities  are  hereinafter
         referred  to as  "Options")  and the price  per share for which  Common
         Stock is issuable  upon the  exercise of such  Options is less than the
         Market  Price  in  effect  on the  date of  issuance  or  grant of such
         Options,  then the  maximum  total  number of  shares  of Common  Stock
         issuable  upon the exercise of all such Options will, as of the date of
         the issuance or grant of such Options,  be deemed to be outstanding and
         to have been  issued and sold by the  Company for such price per share.
         For purposes of the preceding sentence,  the "price per share for which
         Common  Stock  is  issuable  upon  the  exercise  of such  Options"  is
         determined  by  dividing  (i) the total  amount,  if any,  received  or
         receivable by the Company as consideration for the issuance or granting
         of all such Options,  plus the minimum  aggregate  amount of additional
         consideration,  if any, payable to the Company upon the exercise of all
         such Options, plus, in the case of Convertible Securities issuable upon
         the  exercise  of  such  Options,   the  minimum  aggregate  amount  of
         additional  consideration  payable  upon  the  conversion  or  exchange
         thereof  at  the  time  such   Convertible   Securities   first  become
         convertible or exchangeable, by (ii) the maximum total number of shares
         of  Common  Stock  issuable  upon  the  exercise  of all  such  Options
         (assuming full conversion of Convertible Securities, if applicable). No
         further  adjustment to the Exercise  Price will be made upon the actual
         issuance of such Common Stock upon the exercise of such Options or upon
         the  conversion  or exchange of  Convertible  Securities  issuable upon
         exercise of such Options.

                           (ii)  Issuance  of  Convertible  Securities.  If  the
         Company  in any  manner  issues  or sells any  Convertible  Securities,
         whether or not immediately  convertible  (other than where the same are
         issuable  upon the  exercise  of  Options)  and the price per share for
         which Common Stock is issuable upon such conversion or exchange is less
         than  the  Market  Price in  effect  on the  date of  issuance  of such
         Convertible  Securities,  then the  maximum  total  number of shares of
         Common  Stock  issuable  upon the  conversion  or  exchange of all such
         Convertible  Securities  will,  as of the date of the  issuance of such
         Convertible  Securities,  be deemed to be outstanding  and to have been
         issued  and sold by the  Company  for such  price  per  share.  For the
         purposes  of the  preceding  sentence,  the  "price per share for which
         Common  Stock  is  issuable  upon  such   conversion  or  exchange"  is
         determined  by  dividing  (i) the total  amount,  if any,  received  or
         receivable by the Company as consideration  for the issuance or sale of
         all such Convertible  Securities,  plus the minimum aggregate amount of
         additional  consideration,  if any,  payable  to the  Company  upon the
         conversion or exchange thereof at the time such Convertible  Securities
         first become  convertible  or  exchangeable,  by (ii) the maximum total
         number of  shares  of Common  Stock  issuable  upon the  conversion  or
         exchange of all such Convertible  Securities.  No further adjustment to
         the Exercise Price will be made upon the actual issuance of such Common
         Stock upon conversion or exchange of such Convertible Securities.

                          (iii) Change in Option Price or  Conversion  Rate.  If
         there  is a  change  at  any  time  in (i)  the  amount  of  additional
         consideration  payable to the Company upon the exercise of any Options;
         (ii) the amount of  additional  consideration,  if any,  payable to the
         Company upon the conversion or exchange of any Convertible  Securities;
         or (iii) the rate at which any  Convertible  Securities are convertible
         into or exchangeable for Common Stock (other than under or by reason of
         provisions designed to protect against dilution), the Exercise Price in
         effect at the time of such change will be  readjusted  to the  Exercise
         Price which would have been in effect at such time had such  Options or
         Convertible  Securities  still  outstanding  provided  for such changed
         additional  consideration  or changed  conversion rate, as the case may
         be, at the time initially granted, issued or sold.

                           (iv)  Treatment  of Expired  Options and  Unexercised
         Convertible Securities.  If, in any case, the total number of shares of
         Common Stock issuable upon exercise of any Option or upon conversion or
         exchange of any Convertible  Securities is not, in fact, issued and the
         rights  to  exercise  such  Option  or  to  convert  or  exchange  such
         Convertible  Securities shall have expired or terminated,  the Exercise
         Price then in effect will be  readjusted  to the  Exercise  Price which
         would have been in effect at the time of such expiration or termination
         had such Option or Convertible  Securities,  to the extent  outstanding
         immediately  prior to such  expiration  or  termination  (other than in
         respect  of the actual  number of shares of Common  Stock  issued  upon
         exercise or conversion thereof), never been issued.

                            (v) Calculation of  Consideration  Received.  If any
         Common Stock, Options or Convertible  Securities are issued, granted or
         sold for cash, the consideration received therefor for purposes of this
         Warrant  will be the amount  received by the Company  therefor,  before
         deduction  of  reasonable   commissions,   underwriting   discounts  or
         allowances or other reasonable expenses paid or incurred by the Company
         in  connection  with such  issuance,  grant or sale. In case any Common
         Stock,  Options  or  Convertible  Securities  are  issued or sold for a
         consideration part or all of which shall be other than cash, the amount
         of the  consideration  other than cash  received by the Company will be
         the fair value of such  consideration,  except where such consideration
         consists  of  securities,  in which  case the  amount of  consideration
         received by the Company will be the Market Price thereof as of the date
         of receipt. In case any Common Stock, Options or Convertible Securities
         are issued in connection with any acquisition,  merger or consolidation
         in which  the  Company  is the  surviving  corporation,  the  amount of
         consideration  therefor  will be  deemed  to be the fair  value of such
         portion of the net assets and business of the non-surviving corporation
         as is  attributable  to  such  Common  Stock,  Options  or  Convertible
         Securities,  as the case may be.  The fair  value of any  consideration
         other than cash or  securities  will be determined in good faith by (a)
         the mutual  agreement  of the Board of  Directors  of the Company and a
         majority-in-interest  of the holders of the outstanding Warrants or (b)
         if the Board of Directors of the Company and a majority-in-interest  of
         the holders of the outstanding Warrants are unable to agree pursuant to
         the  preceding  clause (a), an  independent  investment  bank or a "Big
         Five" independent public accounting firm, in either case, of nationally
         recognized  standing  in the  valuation  of  businesses  similar to the
         business   of   the   Company,    and   mutually    acceptable   to   a
         majority-in-interest of the holders of the outstanding Warrants and the
         Company.

                           (vi)  Exceptions to Adjustment of Exercise  Price. No
         adjustment to the Exercise  Price will be made (i) upon the exercise of
         any warrants,  options or convertible  securities  granted,  issued and
         outstanding  on the date of  issuance  of this  Warrant;  (ii) upon the
         grant or  exercise  of any  stock or  options  which may  hereafter  be
         granted or exercised under any employee benefit plan of the Company now
         existing or to be implemented in the future, so long as the issuance of
         such stock or  options is  approved  by a majority  of the  independent
         members of the Board of  Directors  of the Company or a majority of the
         members of a committee of independent  directors  established  for such
         purpose;  (iii)  upon  the  exercise  of the  Warrants;  (iv)  upon the
         issuance  of  Draw  Down  Shares  (as  defined  in the  Stock  Purchase
         Agreement)  pursuant  to the  Stock  Purchase  Agreement;  or (v)  upon
         issuance of shares of Common  Stock in a firm  commitment  underwritten
         public offering  (excluding a continuous  offering pursuant to Rule 415
         under the Securities Act).

                  (c) Subdivision or Combination of Common Stock. If the Company
at any time subdivides (by any stock split,  stock  dividend,  recapitalization,
reorganization,  reclassification  or  otherwise)  the  shares of  Common  Stock
acquirable  hereunder into a greater number of shares,  then,  after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time  combines  (by  reverse  stock  split,  recapitalization,   reorganization,
reclassification  or otherwise) the shares of Common Stock acquirable  hereunder
into a smaller  number of shares,  then,  after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination will be proportionately increased.

                  (d)  Adjustment in Number of Shares.  Upon each  adjustment of
the Exercise  Price  pursuant to the provisions of this Section 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

                  (e)   Consolidation,   Merger   or   Sale.   In  case  of  any
consolidation  of the  Company  with,  or merger of the  Company  into any other
corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the  Company  other  than in  connection  with a plan of  complete
liquidation of the Company, then as a condition of such consolidation, merger or
sale or conveyance,  adequate  provision will be made whereby the holder of this
Warrant will have the right to acquire and receive upon exercise of this Warrant
in lieu of the shares of Common Stock  immediately  theretofore  acquirable upon
the exercise of this Warrant, such shares of stock,  securities or assets as may
be issued or payable  with respect to or in exchange for the number of shares of
Common Stock immediately  theretofore acquirable and receivable upon exercise of
this  Warrant had such  consolidation,  merger or sale or  conveyance  not taken
place. In any such case, the Company will make  appropriate  provision to insure
that the  provisions  of this Section 4 hereof will  thereafter be applicable as
nearly as may be in  relation  to any shares of stock or  securities  thereafter
deliverable  upon the exercise of this Warrant.  The Company will not effect any
consolidation, merger or sale or conveyance unless (i) prior to the consummation
thereof,  the successor or acquiring  entity (if other than the Company) and, if
an entity  different  from the successor or acquiring  entity,  the entity whose
capital  stock or assets  the  holders of the Common  Stock of the  Company  are
entitled  to  receive  as a  result  of such  consolidation,  merger  or sale or
conveyance  assumes by written  instrument  the  obligations  under this Warrant
(including under this Section 4) and the obligations to deliver to the holder of
this Warrant such shares of stock,  securities or assets as, in accordance  with
the  foregoing  provisions,  the holder may be  entitled to acquire and (ii) the
entity  whose  capital  stock or assets the  holders of the Common  Stock of the
Company are  entitled to receive as a result of such  transaction  is a publicly
traded  corporation  whose  common  stock is listed for  trading on a  Principal
Market (as defined in the Stock Purchase Agreement).

                  (f) Distribution of Assets.  In case the Company shall declare
or make any  distribution  of its assets  (including  cash) to holders of Common
Stock  as a  partial  liquidating  dividend,  by way of  return  of  capital  or
otherwise,  then, after the date of record for determining stockholders entitled
to such distribution,  but prior to the date of distribution, the holder of this
Warrant  shall be entitled upon exercise of this Warrant for the purchase of any
or all of the shares of Common Stock  subject  hereto,  to receive the amount of
such assets which would have been payable to the holder had such holder been the
holder of such shares of Common  Stock on the record date for the  determination
of stockholders entitled to such distribution.

                  (g) Notice of  Adjustment.  Upon the  occurrence  of any event
which  requires any  adjustment of the Exercise  Price,  then,  and in each such
case, the Company shall give notice thereof to the holder of this Warrant, which
notice shall state the Exercise  Price  resulting  from such  adjustment and the
increase or decrease in the number of Warrant  Shares  purchasable at such price
upon exercise,  setting forth in reasonable detail the method of calculation and
the facts  upon which  such  calculation  is based.  Such  calculation  shall be
certified by the chief financial officer of the Company.

                  (h) Minimum Adjustment of Exercise Price. No adjustment of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

                  (i) No Fractional Shares. No fractional shares of Common Stock
are to be issued upon the  exercise  of this  Warrant.  If the  exercise of this
Warrant  would result in a fractional  share of Common  Stock,  such  fractional
share shall be  disregarded  and the number of shares of Common  Stock  issuable
upon  exercise of the Warrant  shall be rounded up to the next higher  number of
shares.

                  (j)      Other Notices.  In case at any time:
                           -------------

                            (i) the Company  shall declare any dividend upon the
         Common Stock  payable in shares of stock of any class or make any other
         distribution  (including dividends or distributions payable in cash out
         of retained earnings) to the holders of the Common Stock;

                           (ii) the Company  shall offer  for  subscription  pro
         rata  to  the  holders  of the  Common  Stock  any additional shares of
         stock of any class or other rights;

                          (iii) there shall be any capital reorganization of the
         Company,  or  reclassification of the Common Stock, or consolidation or
         merger of the Company with or into, or sale of all or substantially all
         its assets to, another corporation or entity; or

                           (iv)  there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Company;

then,  in each such case,  the Company  shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for  determining  the holders of Common Stock entitled to receive
any such dividend,  distribution,  or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up  and (b) in the  case of any such  reorganization,  reclassification,
consolidation,  merger, sale, dissolution,  liquidation or winding-up, notice of
the date (or,  if not then  known,  a  reasonable  approximation  thereof by the
Company) when the same shall take place. Such notice shall also specify the date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for stock
or  other  securities  or  property   deliverable   upon  such   reorganization,
reclassification,  consolidation,  merger, sale,  dissolution,  liquidation,  or
winding-up,  as the case  may be.  Such  notice  shall be given at least 30 days
prior to the record date or the date on which the Company's  books are closed in
respect thereto. Failure to give any such notice or any defect therein shall not
affect the validity of the proceedings  referred to in clauses (i), (ii),  (iii)
and (iv) above.

                  (k)  Certain   Events.   If  any  event  occurs  of  the  type
contemplated  by the  adjustment  provisions of this Section 4 but not expressly
provided for by such  provisions,  the Company will give notice of such event as
provided in Section 4(g) hereof,  and the Company's Board of Directors will make
an  appropriate  adjustment  in the  Exercise  Price and the number of shares of
Common Stock  acquirable upon exercise of this Warrant so that the rights of the
holder shall be neither enhanced nor diminished by such event.

                  (l)      Certain Definitions.

                            (i) "Common Stock Deemed Outstanding" shall mean the
         number of shares of Common Stock  actually  outstanding  (not including
         shares of Common Stock held in the treasury of the  Company),  plus (x)
         pursuant to Section 4(b)(i) hereof,  the maximum total number of shares
         of Common Stock  issuable upon the exercise of Options,  as of the date
         of such issuance or grant of such Options,  if any, and (y) pursuant to
         Section 4(b)(ii)  hereof,  the maximum total number of shares of Common
         Stock issuable upon  conversion or exchange of Convertible  Securities,
         as of the date of issuance of such Convertible Securities, if any.

                           (ii)  "Market  Price," as of any date,  (i) means the
         average of the last reported sale prices for the shares of Common Stock
         on the Nasdaq National Market  ("Nasdaq") for the five (5) trading days
         immediately  preceding  such date as  reported by  Bloomberg  Financial
         Markets or an equivalent reliable reporting service mutually acceptable
         to and  hereafter  designated  by the  holder of this  Warrant  and the
         Company  ("Bloomberg"),  or (ii) if Nasdaq is not the principal trading
         market for the shares of Common Stock, the average of the last reported
         sale prices on the principal trading market for the Common Stock during
         the same  period as  reported by  Bloomberg,  or (iii) if market  value
         cannot be calculated as of such date on any of the foregoing bases, the
         Market Price shall be the fair market value as reasonably determined in
         good faith by (a) the mutual agreement of the Board of Directors of the
         Company and a  majority-in-interest  of the holders of the  outstanding
         Warrants  or  (b) if the  Board  of  Directors  of  the  Company  and a
         majority-in-interest  of the holders of the  outstanding  Warrants  are
         unable to agree  pursuant to the preceding  clause (a), an  independent
         investment bank or a "Big Five" independent  public accounting firm, in
         either case,  of  nationally  recognized  standing in the  valuation of
         businesses  similar  to the  business  of  the  Company,  and  mutually
         acceptable to a majority-in-interest  of the holders of the outstanding
         Warrants and the Company. The manner of determining the Market Price of
         the Common Stock set forth in the foregoing definition shall apply with
         respect to any other security in respect of which a determination as to
         market value must be made hereunder.

                          (iii) "Common  Stock," for purposes of this Section 4,
         includes  the  Common  Stock and any  additional  class of stock of the
         Company  having no  preference  as to  dividends  or  distributions  on
         liquidation,  provided  that the shares  purchasable  pursuant  to this
         Warrant  shall  include only shares of Common Stock in respect of which
         this Warrant is exercisable,  or shares  resulting from any subdivision
         or  combination   of  such  Common  Stock,   or  in  the  case  of  any
         reorganization, reclassification, consolidation, merger, or sale of the
         character  referred  to in  Section  4(e)  hereof,  the  stock or other
         securities or property provided for in such Section.

         5. Issue Tax. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

         6. No Rights or Liabilities  as a  Shareholder.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         7.  Transfer, Exchange, and Replacement of Warrant; Issuance of Warrant
Shares.

                  (a)  Restriction  on  Transfer.  This  Warrant  and the rights
granted  to the  holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Section 7(e) below, provided,  however, that any transfer or assignment shall be
subject to the  conditions set forth in Sections 7(f) and 7(g) hereof and to the
applicable provisions of the Stock Purchase Agreement. Until due presentment for
registration of transfer on the books of the Company,  the Company may treat the
registered  holder hereof as the owner and holder  hereof for all purposes,  and
the Company shall not be affected by any notice to the contrary. Notwithstanding
anything to the contrary contained herein, the registration  rights described in
Section 8 are assignable  only in accordance with the provisions of that certain
Registration  Rights  Agreement,  dated as of December 7, 2000, by and among the
Company and RGC (the "Registration Rights Agreement").

                  (b) Warrant  Exchangeable  for Different  Denominations.  This
Warrant is  exchangeable,  upon the surrender hereof by the holder hereof at the
office or agency of the  Company  referred  to in Section  7(e)  below,  for new
Warrants of like tenor  representing  in the aggregate the right to purchase the
number of shares of Common Stock which may be purchased hereunder,  each of such
new Warrants to represent  the right to purchase  such number of shares as shall
be designated by the holder hereof at the time of such surrender.

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

                  (d) Cancellation;  Payment of Expenses.  Upon the surrender of
this Warrant in  connection  with any  transfer,  exchange,  or  replacement  as
provided  in this  Section 7, this  Warrant  shall be  promptly  canceled by the
Company.  The Company shall pay all taxes (other than securities transfer taxes)
and all other  expenses  (other  than legal  expenses,  if any,  incurred by the
holder or transferees)  and charges payable in connection with the  preparation,
execution, and delivery of Warrants pursuant to this Section 7.

                  (e)  Register.  The Company shall  maintain,  at its principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the holder hereof), a register for this Warrant, in which
the Company  shall  record the name and address of the person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.

                  (f) Exercise or Transfer Without Registration. If, at the time
of the surrender of this Warrant in connection with any exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under  applicable  state  securities  or blue sky laws,  the Company may
require, as a condition of allowing such exercise,  transfer,  or exchange,  (i)
that the holder or transferee of this  Warrant,  as the case may be,  furnish to
the  Company a written  opinion  of  counsel,  which  opinion  and  counsel  are
acceptable  to the  Company,  to the effect  that such  exercise,  transfer,  or
exchange may be made without  registration  under said Act and under  applicable
state  securities or blue sky laws,  (ii) that the holder or transferee  execute
and deliver to the Company an investment letter in form and substance acceptable
to the Company and (iii) that the  transferee  be an  "accredited  investor"  as
defined in Rule 501(a)  promulgated  under the Securities Act;  provided that no
such opinion,  letter or status as an "accredited investor" shall be required in
connection  with a transfer  pursuant to Rule 144 under the Securities  Act. The
first holder of this Warrant, by taking and holding the same,  represents to the
Company that such holder is acquiring this Warrant for investment and not with a
present view to the distribution thereof.

                  (g) Restrictive Legend.  Until such time as the Warrant Shares
have been  registered  for  resale by the  holder  under the  Securities  Act as
contemplated  by the  Registration  Rights  Agreement or  otherwise  may be sold
pursuant to Rule 144 without any  restriction  as to the number of securities as
of a  particular  date  that  can then be  immediately  sold,  the  certificates
representing the Warrant Shares shall bear a restrictive legend in substantially
the following form (and a stop transfer order may be placed against  transfer of
the certificates for such Warrant Shares):

                  "The securities  represented by this certificate have not been
                  registered  under the Securities Act of 1933, as amended.  The
                  securities  may not be sold,  transferred  or  assigned in the
                  absence  of  an  effective   registration  statement  for  the
                  securities  under said Act,  or an opinion of counsel in form,
                  substance and scope reasonably acceptable to the Company, that
                  registration  is not  required  under said Act or unless  sold
                  pursuant  to Rule 144 under  said  Act."

                  The legend set forth  above  shall be removed  and the Company
shall  issue a  certificate  without  such  legend to the holder of any  Warrant
Shares upon which it is stamped,  if,  unless  otherwise  required by applicable
state  securities laws, (a) such Warrant Shares are registered for resale by the
holder under an effective  registration statement filed under the Securities Act
or otherwise may be sold pursuant to Rule 144 without any  restriction as to the
number of securities as of a particular date that can then be immediately  sold,
or (b) such holder  provides  the Company  with an opinion of counsel,  in form,
substance and scope reasonably  acceptable to the Company,  to the effect that a
public sale or transfer of such Warrant Shares may be made without  registration
under the  Securities  Act and such sale or  transfer is  effected,  or (c) such
holder provides the Company with reasonable  assurances that such Warrant Shares
can be sold pursuant to Rule 144. The holder  agrees to sell all Warrant  Shares
(including those represented by a certificate(s)  from which the legend has been
removed) in compliance with applicable prospectus delivery requirements, if any.

         8. Registration Rights. The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect of the Warrant Shares as are set forth in Section 2 of the  Registration
Rights Agreement.

         9.  Major  Transaction  Redemption.  If at all times  during the period
beginning  thirty (30) Trading  Days prior to the date of the Major  Transaction
Redemption  Notice  (as  defined  below)  and  ending on the  Major  Transaction
Redemption  Date (as defined  below) all of the shares of Common Stock  issuable
upon exercise of this Warrant are then (x) authorized and reserved for issuance,
(y)  registered  for resale under the  Securities Act by the holder and sales of
such  shares may be made  thereunder  (or such  shares may  otherwise  be resold
publicly without restriction (including,  without limitation, as to volume)) and
(z)  eligible  to be traded  on a  Principal  Market  (as  defined  in the Stock
Purchase  Agreement),  then,  in the event the Company  publicly  announces  its
intention to  consummate a Major  Transaction  (as defined  below),  the Company
shall have the right to deliver written notice to the holder of its intention to
redeem this  Warrant in  accordance  with this Section 9. Any notice (the "Major
Transaction  Redemption  Notice") of redemption  hereunder (a "Major Transaction
Redemption")  shall  be  delivered  to  the  holder  at its  registered  address
appearing  on the books and  records of the Company and shall state (1) that the
Company  is  exercising  its right to redeem  this  Warrant  and (2) the date of
redemption (the "Major Transaction Redemption Date"), which date shall be (A) at
least  sixty  (60)  Trading  Days  after  the  date  of  delivery  of the  Major
Transaction  Redemption  Notice  and (B) the date of  consummation  of the Major
Transaction.  In the event that the Major Transaction Notice is delivered to the
holder  but the Major  Transaction  is not  consummated,  the Major  Transaction
Notice  shall  be  deemed  to be  withdrawn  as to  such  holder.  On the  Major
Transaction  Redemption  Date,  the  Company  shall  make  payment  of the Major
Transaction  Redemption  Amount (as  defined  below) to or upon the order of the
holder as  specified  by the holder in  writing to the  Company at least one (1)
business  day prior to the Major  Transaction  Redemption  Date.  If the Company
exercises  its right to redeem  this  Warrant  pursuant  to this  Section 9, the
Company  shall  make  payment  to the  holder of an  amount in cash (the  "Major
Transaction Redemption Amount") equal to the aggregate  Black-Scholes Amount (as
defined below) for the number of shares of Common Stock subject to this Warrant.
Notwithstanding  notice of a Major Transaction  Redemption,  the holder shall at
all times prior to the Major  Transaction  Redemption Date maintain the right to
exercise  this  Warrant  at the  Exercise  Price then in effect  (including  any
adjustments  pursuant to Section 4) and any portion of this Warrant so exercised
after receipt of a Major  Transaction  Redemption  Notice and prior to the Major
Transaction  Redemption  Date  set  forth  in such  notice  and  payment  of the
aggregate Major Transaction  Redemption Amount shall be deducted from the number
of Warrants which are otherwise  subject to redemption  pursuant to such notice.
"Major  Transaction" means a consolidation or merger of the Company with or into
any other corporation or entity (other than a merger in which the Company is the
surviving or continuing  corporation  and its capital stock is unchanged) or the
sale or transfer of all or  substantially  all of the assets of the Company,  in
each case where the consideration for such transaction consists entirely of cash
or in which the entity whose capital stock or assets the holders of Common Stock
are entitled to receive as a result of such Major  Transaction is not a publicly
traded  corporation (i.e., the common stock of such corporation is not traded on
a Principal Market (as defined in the Stock Purchase Agreement)). "Black-Scholes
Amount,"  as of any  date,  means  the  amount  determined  by  calculating  the
"Black-Scholes"  value of an option to purchase one share of Common Stock on the
applicable  page on the  Bloomberg  online page,  using the  following  variable
values:  (i) the current  market  price of the Common Stock equal to the closing
trade  price on the last  trading  day before the Major  Transaction  Redemption
Date;  (ii) volatility of the Common Stock equal to the volatility of the Common
Stock  during  the  100-Trading  Day  period  preceding  the  Major  Transaction
Redemption  Date; (iii) a risk free rate equal to the yield of the United States
treasury  bill or treasury note with a maturity  corresponding  to the remaining
term of the  Warrants  on the Major  Transaction  Redemption  Date;  and (iv) an
exercise price equal to the Exercise Price on the Major  Transaction  Redemption
Date. In the event such calculation  function is no longer  available  utilizing
the Bloomberg  online page,  such  calculations  shall be made using the closest
available  alternative mechanism and variable value to those available utilizing
the Bloomberg online page for such calculation function.

         10. Notices. All notices,  requests, and other communications  required
or permitted  to be given or  delivered  hereunder to the holder of this Warrant
shall be in  writing,  and shall be  personally  delivered,  or shall be sent by
certified or registered  mail or by recognized  overnight mail courier,  postage
prepaid and  addressed,  to such holder at the address  shown for such holder on
the books of the Company,  or at such other address as shall have been furnished
to the Company by notice from such  holder.  All  notices,  requests,  and other
communications  required or permitted to be given or delivered  hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to the office of the Company at 8065 Leesburg Pike, Suite
400,  Vienna,  Virginia  22182,  Attention:  General  Counsel,  or at such other
address as shall  have been  furnished  to the holder of this  Warrant by notice
from the Company.  Any such notice,  request, or other communication may be sent
by  facsimile,  but shall in such case be  subsequently  confirmed  by a writing
personally  delivered or sent by certified or  registered  mail or by recognized
overnight  mail  courier as provided  above.  All notices,  requests,  and other
communications  shall be  deemed to have  been  given  either at the time of the
receipt  thereof by the person entitled to receive such notice at the address of
such person for  purposes of this  Section  10, or, if mailed by  registered  or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier,  if postage is prepaid
and the mailing is properly addressed, as the case may be.

         11.  Governing  Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE  APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED IN THE STATE OF DELAWARE  (WITHOUT  REGARD TO  PRINCIPLES OF
CONFLICT  OF  LAWS).   BOTH  PARTIES   IRREVOCABLY   CONSENT  TO  THE  EXCLUSIVE
JURISDICTION OF THE UNITED STATES FEDERAL COURTS AND THE STATE COURTS LOCATED IN
DELAWARE WITH RESPECT TO ANY SUIT OR  PROCEEDING  BASED ON OR ARISING UNDER THIS
AGREEMENT,   THE  AGREEMENTS   ENTERED  INTO  IN  CONNECTION   HEREWITH  OR  THE
TRANSACTIONS  CONTEMPLATED  HEREBY OR  THEREBY  AND  IRREVOCABLY  AGREE THAT ALL
CLAIMS IN RESPECT OF SUCH SUIT OR  PROCEEDING  MAY BE DETERMINED IN SUCH COURTS.
BOTH  PARTIES  IRREVOCABLY  WAIVE THE  DEFENSE OF AN  INCONVENIENT  FORUM TO THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING.  BOTH PARTIES FURTHER AGREE THAT SERVICE
OF  PROCESS  UPON A PARTY  MAILED BY FIRST  CLASS  MAIL SHALL BE DEEMED IN EVERY
RESPECT  EFFECTIVE  SERVICE  OF  PROCESS  UPON THE  PARTY  IN ANY  SUCH  SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES   AGREE  THAT  A  FINAL
NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING  SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN OTHER  JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER.

         12.      Miscellaneous.

                  (a) Amendments. This Warrant and any provision hereof may only
be amended by an  instrument  in writing  signed by the  Company  and the holder
hereof.

                  (b)  Descriptive  Headings.  The  descriptive  headings of the
several  paragraphs of this Warrant are inserted for purposes of reference only,
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

                  (c)  Cashless  Exercise.   Notwithstanding   anything  to  the
contrary  contained in this Warrant,  if the resale of the Warrant Shares by the
holder is not then registered  pursuant to an effective  registration  statement
under the  Securities  Act,  this Warrant may be exercised by  presentation  and
surrender of this Warrant to the Company at its principal executive offices with
a written  notice of the  holder's  intention  to  effect a  cashless  exercise,
including  a  calculation  of the number of shares of Common  Stock to be issued
upon such exercise in accordance with the terms hereof (a "Cashless  Exercise").
In the event of a Cashless  Exercise,  in lieu of paying the  Exercise  Price in
cash,  the holder  shall  surrender  this  Warrant  for that number of shares of
Common Stock  determined by multiplying the number of Warrant Shares to which it
would  otherwise be entitled by a fraction,  the numerator of which shall be the
difference  between the then current  Market Price per share of the Common Stock
and the Exercise  Price,  and the denominator of which shall be the then current
Market Price per share of Common Stock.

                  (d) Remedies.  The Company acknowledges that a breach by it of
its  obligations  hereunder  will cause  irreparable  harm to the holder of this
Warrant by  vitiating  the intent and purpose of the  transactions  contemplated
hereby.  Accordingly,  the  Company  acknowledges  that the  remedy at law for a
breach of its obligations  under this Warrant will be inadequate and agrees,  in
the event of a breach or threatened  breach by the Company of the  provisions of
this Warrant,  that the holder of this Warrant shall be entitled, in addition to
all  other  available  remedies  in  law  or  in  equity,  to an  injunction  or
injunctions  to prevent or cure any breaches of the provisions of this Agreement
and to enforce  specifically  the terms and provisions of this Warrant,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.

                                            TELIGENT, INC.


                                            By: /s/ Alex J. Mandl
                                            ____________________________________
                                                    Alex J. Mandl,
                                                    Chief Executive Officer

                                                    Dated as of December 7, 2000
<PAGE>

                           FORM OF EXERCISE AGREEMENT

                                                       Dated:  ___________, 2000


To: Teligent, Inc.


         The  undersigned,  pursuant to the  provisions  set forth in the within
Warrant,  hereby agrees to purchase  ________  shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by  certified or official  bank check in the
amount of,  or, if the resale of such  Common  Stock by the  undersigned  is not
currently registered pursuant to an effective  registration  statement under the
Securities  Act of 1933, as amended,  by surrender of  securities  issued by the
Company  (including a portion of the Warrant) having a market value (in the case
of a portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant) equal to $_________.  Please issue a certificate  or  certificates  for
such shares of Common  Stock in the name of and pay any cash for any  fractional
share to:

                                           Name:      __________________________

                                           Signature: __________________________
                                           Address:   __________________________
                                                      __________________________
                                                      __________________________


                                           Note:  The above signature should
                                                  correspond exactly with the
                                                  name on the face of the within
                                                  Warrant.

and,  if said  number  of shares of  Common  Stock  shall not be all the  shares
purchasable under the within Warrant,  a new Warrant is to be issued in the name
of said undersigned  covering the balance of the shares  purchasable  thereunder
less any fraction of a share paid in cash.
<PAGE>
                               FORM OF ASSIGNMENT

         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:

Name of Assignee                     Address                    No of Shares
----------------                     -------                    ------------




,   and   hereby   irrevocably    constitutes   and   appoints    ______________
________________________  as agent and attorney-in-fact to transfer said Warrant
on the books of the within-named corporation, with full power of substitution in
the premises.

Dated:  ________ __, 200_

In the presence of:


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


                                          Name:       __________________________

                                          Signature:  __________________________

                                          Title of Signing Officer or Agent (if
                                             any):

                                          Address:    __________________________
                                                      __________________________
                                                      __________________________

                                           Note:  The above signature should
                                                  correspond exactly with the
                                                  name on the face of the within
                                                  Warrant.

</TEXT>
</DOCUMENT>
