REMOTE KNOWLEDGE INC
SERIES B WARRANTS
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>remote8kexh102.txt
<DESCRIPTION>SERIES B WARRANTS
<TEXT>

                                                                    Exhibit 10.2


THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE "ACTS"). NEITHER
THIS WARRANT NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
WITH RESPECT HERETO UNDER ALL OF THE APPLICABLE ACTS, OR AN OPINION OF COUNSEL
SATISFACTORY TO REMOTE KNOWLEDGE, INC. TO THE EFFECT THAT SUCH REGISTRATIONS ARE
NOT REQUIRED.

                                     WARRANT

                           to Purchase Common Stock of

                             REMOTE KNOWLEDGE, INC.

                          Expiring on February 28, 2011

     THIS IS TO CERTIFY THAT, for value received, ____________, or its permitted
assignees (the "Holder"), is entitled to purchase from REMOTE KNOWLEDGE, INC., a
Delaware corporation (the "Company"), at the place where the Warrant Office
designated pursuant to Section 2.1 is located, at a purchase price per share of
$0.75 ("Exercise Price"), of _________________ duly authorized, validly issued,
fully paid and nonassessable shares of common stock, par value $.001 per share,
of the Company ( the "Common Stock"), and is entitled also to exercise the other
appurtenant rights, powers and privileges hereinafter set forth. The number of
shares of the Common Stock purchasable hereunder and the Exercise Price are
subject to adjustment in accordance with Article III hereof. This Warrant shall
expire at 5:00 p.m., C.S.T., on February 28, 2011.

     Certain initially capitalized terms used in this Warrant are defined in
Article IV.

                                    ARTICLE I

                               Exercise of Warrant

     1.1 Method of Exercise. This Warrant may be exercised in whole or in part
from time to time until February 28, 2011, at which time this Warrant shall
expire and be of no further force or effect. To exercise this Warrant, Holder
shall deliver to the Company, at the Warrant Office designated in Section 2.1,
(a) a written notice in the form of the Subscription Notice attached as an
exhibit hereto (the "Notice"), stating therein the election of such Holder to
exercise this Warrant in the manner provided in the Notice, (b) payment in full
of the Exercise Price (in the manner described below) for all Warrant Shares to
be purchased hereunder, and (c) this Warrant. This Warrant shall be deemed to be
exercised on the date of receipt by the Company of the Notice, accompanied by
payment for the Warrant shares to be purchased and surrender of this Warrant, as

<PAGE>


aforesaid, and such date is referred to herein as the "Exercise Date." Upon such
exercise, the Company shall issue and deliver to such Holder a certificate for
the full number of the Warrant Shares purchased by such Holder hereunder and
pursuant to the Notice, against the receipt by the Company of the total Exercise
Price payable hereunder for all such Warrant Shares, in cash or by certified or
cashier's check. The Person in whose name the certificate(s) for Common Stock is
to be issued shall be deemed to have become a holder of record of such Common
Stock on the Exercise Date.

     1.2 Net Exercise. Notwithstanding any provisions herein to the contrary, if
the Common Stock is registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act" and the Current Market Price of one share of Common
Stock is greater than the Exercise Price (at the date of exercise), in lieu of
exercising this Warrant by payment of cash, the Holder may elect to receive the
Warrant Shares equal to the value (as determined below) of this Warrant (or
portion thereof being canceled) by surrender of this Warrant at the Warrant
Office together with the properly endorsed Notice in which event the company
will issue the Holder (or its designee) a number of shares of Common Stock
computed as follows:

                                   X = Y (A-B)
                                            A
Where:   X = the number of shares of Common Stock to be issued to the Holder.
         Y = the number of Warrant Shares being surrendered under the
         Warrant and pursuant to the Notice (whether a full or partial
         exercise thereof).
         A = the Current Market Price of one share of Common Stock (at the date
         of exercise).
         B = Exercise Price (as adjusted to the date of exercise)

     1.3 Fractional Shares. In lieu of any fractional shares of Common Stock
which would otherwise be issuable upon exercise of this Warrant, the Company
shall in lieu thereof pay to the Person entitled thereto an amount in cash equal
to the Current Market Price of such fraction of a share.

                                   ARTICLE II

                            Warrant Office; Transfer

     2.1 Warrant Office. The Company shall maintain an office for certain
purposes specified herein (the "Warrant Office"), which office shall initially
be the Company's office at 16360 Park Ten Place, Suite 200, Houston, Texas
77084, and may subsequently be such other office of the Company or of any
transfer agent of the Common Stock in the continental United States of which
written notice has previously been given to the Holder. The Company shall
maintain, at the Warrant Office, a register for the 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 permitted assignee of the
rights of the registered owner hereof.

     2.2 Ownership of Warrant. The Company may deem and treat the person in
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in this Article II.

                                       2

<PAGE>


     2.3 Transfer of Warrants. The Company agrees to maintain at the Warrant
Office books for the registration and transfer of this Warrant. This Warrant may
be freely transferred, in whole or in part, by the Holder pursuant to the form
of Assignment attached as an exhibit hereto, so long as any such transfer is in
compliance with the Acts and any other applicable law. The Company, from time to
time, shall register the transfer of this Warrant in such books upon surrender
of this Warrant at the Warrant Office, properly endorsed or accompanied by
appropriate instruments of transfer and written instructions for transfer
satisfactory to the Company. Upon any such transfer, a new Warrant shall be
issued to the transferee, and the surrendered Warrant shall be canceled by the
Company. The Holder of this Warrant shall pay all taxes and all other expenses
and charges payable in connection with the transfer of Warrants pursuant to this
Section 2.3.

     2.4 Registration Rights. The Company agrees to register on behalf of Holder
the issuance or resale of all of the Warrant Shares by Holder or any of its
affiliates pursuant to the terms and conditions of the Registration Rights
Agreement entered into between the Holder and the Company of even date herewith
concerning the Warrant Shares.

     2.5 Acknowledgment of Rights. The Company will, at the time of the exercise
of this Warrant in accordance with the terms hereof, upon the request of the
Holder, acknowledge in writing its continuing obligation to afford to such
Holder any rights (including, without limitation, any right to registration of
the Warrant Shares) to which such Holder shall continue to be entitled after
such exercise in accordance with the provisions of this Warrant, provided that
if the Holder shall fail to make any such request, such failure shall not affect
the continuing obligation of the Company to afford to such Holder any such
rights.

     2.6 Expenses of Delivery of Warrants. Except as provided in Section 2.3
above, the Company shall pay all reasonable expenses, taxes (other than transfer
taxes) and other charges payable in connection with the preparation, issuance
and delivery of Warrants and related Warrant Shares hereunder.

     2.7 Compliance with Securities Laws. The Holder understands and agrees that
the following restrictions and limitations shall be applicable to all Warrant
Shares and resales or other transfers thereof pursuant to the Securities Act:

     (a) The Holder agrees that the Warrant Shares shall not be sold or
otherwise transferred unless the Warrant Shares are registered under the
Securities Act and state securities laws or are exempt therefrom.

     (b) A legend in substantially the following form has been or will be placed
on the certificate(s) evidencing the Warrant Shares:

        "The shares represented by this certificate have not been registered
     under the Securities Act of 1933, as amended, or the securities laws of any
     state (collectively, the "Acts"). Neither the shares nor any interest
     therein may be offered, sold, transferred, pledged, or otherwise disposed
     of in the absence of an effective registration statement with respect to

                                       3

<PAGE>


     the shares under all of the applicable Acts, or an opinion of counsel
     satisfactory to Remote Knowledge, Inc. to the effect that such
     registrations are not required."

     (c) Stop transfer instructions have been or will be imposed with respect to
the Warrant Shares so as to restrict resale or other transfer thereof, subject
to this Section 2.7.

                                   ARTICLE III

                            Anti-Dilution Provisions

     3.1 Adjustment of Exercise Price and Number of Warrant Shares. The Exercise
Price shall be subject to adjustment from time to time as hereinafter provided
in this Article III. Upon each adjustment of the Exercise Price, except pursuant
to Sections 3.1(a)(iii), (iv) and (v), the Holder shall thereafter be entitled
to purchase, at the Exercise Price resulting from such adjustment, the number of
shares of the Common Stock (calculated to the nearest whole share pursuant to
Section 1.3) obtained by multiplying the Exercise Price in effect immediately
prior to such adjustment by the number of shares of the Common Stock purchasable
pursuant hereto immediately prior to such adjustment and dividing the product
thereof by the Exercise Price resulting from such adjustment.

     (a) Exercise Price Adjustments. The Exercise Price shall be subject to
adjustment from time to time as follows:

        (i) Adjustment for Stock Splits and Combinations. If the Company shall
     at any time or from time to time after the date hereof (the "Original Issue
     Date") effect a subdivision of the outstanding Common Stock, the Exercise
     Price in effect immediately before such subdivision shall be
     proportionately decreased. Conversely, if the Company shall at any time or
     from time to time after the Original Issue Date combine the outstanding
     shares of Common Stock into a smaller number of shares, the Exercise Price
     in effect immediately before such combination shall be proportionately
     increased. Any adjustment under this Section 3.1(a)(i) shall become
     effective at the close of business on the date the subdivision or
     combination becomes effective.

        (ii) Adjustment for Common Stock Dividends and Distributions. If the
     Company at any time or from time to time after the Original Issue Date
     makes, or fixes a record date for the determination of holders of Common
     Stock entitled to receive, a dividend or other distribution payable in
     additional shares of Common Stock, in each such event the Exercise Price
     that is then in effect shall be decreased as of the time of such issuance
     or, in the event such record date is fixed, as of the close of business on
     such record date, by multiplying the Exercise Price then in effect by a
     fraction (i) the numerator of which is the total number of shares of Common
     Stock issued and outstanding immediately prior to the time of such issuance
     or the close of business on such record date, and (ii) the denominator of
     which is the total number of shares of Common Stock issued and outstanding

                                       4

<PAGE>


     immediately prior to the time of such issuance or the close of business on
     such record date plus the number of shares of Common Stock issuable in
     payment of such dividend or distribution; provided, however, that if such
     record date is fixed and such dividend is not fully paid or if such
     distribution is not fully made on the date fixed therefor, the Exercise
     Price shall be recomputed accordingly as of the close of business on such
     record date, and thereafter the Exercise Price shall be adjusted pursuant
     to this Section 3.1(a)(ii), to reflect the actual payment of such dividend
     or distribution.

        (iii) Adjustment for Reclassification, Exchange and Substitution. If at
     any time or from time to time after the Original Issue Date, the Common
     Stock is changed into the same or a different number of shares of any class
     or classes of stock, whether by recapitalization, reclassification or
     otherwise (other than an Acquisition, Asset Transfer, subdivision or
     combination of shares, stock dividend, reorganization, merger,
     consolidation, or sale of assets provided for elsewhere in this Section
     3.1(a)), in any such event the Holder shall have the right thereafter to
     convert such stock into the kind and amount of stock and other securities
     and property receivable upon such recapitalization, reclassification or
     other change by holders of the maximum number of shares of Common Stock
     into which such shares of Common Stock could have been converted
     immediately prior to such recapitalization, reclassification or change, all
     subject to further adjustment as provided herein or with respect to such
     other securities or property by the terms thereof.

        (iv) Reorganizations, Mergers, Consolidations or Sales of Assets. If at
     any time or from time to time after the Original Issue Date, there is a
     capital reorganization of the Common Stock (other than a recapitalization
     or subdivision, combination, reclassification, exchange, or substitution of
     shares provided for elsewhere in this Section 3.1(a), as a part of such
     capital reorganization, provision shall be made so that the Holder shall
     thereafter be entitled to receive upon exercise hereof the number of shares
     of stock or other securities or property of the Company to which a holder
     of the number of shares of Common Stock deliverable upon exercise
     immediately prior to such event would have been entitled as a result of
     such capital reorganization, subject to adjustment in respect of such stock
     or securities by the terms thereof. In any such case, appropriate
     adjustment shall be made in the application of the provisions of this
     Section 3.1(a) with respect to the rights of the Holder after the capital
     reorganization to the end that the provisions of this Section 3.1(a)
     (including adjustment of the Exercise Price then in effect and the number
     of shares issuable upon exercise) shall be applicable after that event and
     be as nearly equivalent as practicable.

        (v) Rounding of Calculations; Minimum Adjustment. All calculations under
     this Section 3.1(a) and under the definition of Current Market Price shall
     be made to the nearest cent or to the nearest whole share (as provided in
     Section 1.2), as the case may be. Any provision of this Section 3.1 to the
     contrary notwithstanding, no adjustment in the Exercise Price shall be made
     if the amount of such adjustment would be less than one percent, but any
     such amount shall be carried forward and an adjustment with respect thereto
     shall be made at the time of and together with any subsequent adjustment
     which, together with such amount and any other amount or amounts so carried
     forward, shall aggregate one percent or more.

                                       5

<PAGE>


     (b) Adjustment by Board of Directors. If any event occurs as to which, in
the opinion of the Board of Directors, the provisions of this Section 3.1 are
not strictly applicable or if strictly applicable would not fairly protect the
rights of the Holder in accordance with the essential intent and principles of
such provisions, then the Board of Directors shall make an adjustment in the
application of such provisions, in accordance with such essential intent and
principles, so as to protect such rights as aforesaid, but in no event shall any
adjustment have the effect of increasing the Exercise Price as otherwise
determined pursuant to any of the provisions of this Section 3.1, except in the
case of a combination of shares of a type contemplated in Section 3.1(a)(i), and
then in no event to an amount larger than the Exercise Price as adjusted
pursuant to Section 3.1(a)(i).

     (c) Statement Regarding Adjustments. Whenever the Exercise Price shall be
adjusted as provided in Section 3.1(a), and upon each change in the number of
shares of the Common Stock issuable upon exercise of this Warrant, the Company
shall forthwith file, at the office of any transfer agent for this Warrant and
at the principal office of the Company, a statement showing in detail the facts
requiring such adjustment and the Exercise Price and new number of shares
issuable that shall be in effect after such adjustment, and the Company shall
also cause a copy of such statement to be given to the Holder. Each such
statement shall be signed by the Company's chief financial or accounting
officer. Where appropriate, such copy may be given in advance and may be
included as part of a notice required to be mailed under the provisions of
Section 3.1(d).

     (d) Notice to Holders. In the event the Company shall propose to take any
action of the type described in clause (i) through (v) of Section 3.1(a), the
Company shall give notice to the Holder, in the manner set forth in Section 6.6,
which notice shall specify the record date, if any, with respect to any such
action and the approximate date on which such action is to take place. Such
notice shall also set forth such facts with respect thereto as shall be
reasonably necessary to indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Exercise Price and the
number, kind or class of shares or other securities or property which shall be
deliverable upon exercise of this Warrant. In the case of any action which would
require the fixing of a record date, such notice shall be given at least ten
days prior to the date so fixed, and in case of all other action, such notice
shall be given at least 15 days prior to the taking of such proposed action.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of any such action.

     (e) Treasury Stock. For the purposes of this Section 3.1, the sale or other
disposition of any Common Stock of the Company theretofore held in its treasury
shall be deemed to be an issuance thereof.

     3.2 Costs. The Holder shall pay all documentary, stamp, transfer or other
transactional taxes attributable to the issuance or delivery of shares of Common
Stock of the Company upon exercise of this Warrant. Additionally, the Company
shall not be required to pay any taxes which may be payable in respect of any
transfer involved in the issuance or delivery of any certificate for such
shares. The Holder shall reimburse the Company for any such taxes assessed
against the Company.

                                       6

<PAGE>


     3.3 Reservations of Shares. The Company shall reserve at all times so long
as this Warrant remains outstanding, free from preemptive rights, out of its
treasury Common Stock or its authorized but unissued shares of Common Stock, or
both, solely for the purpose of effecting the exercise of this Warrant,
sufficient shares of Common Stock to provide for the exercise hereof.

     3.4 Valid Issuance. All shares of Common Stock which may be issued upon
exercise of this Warrant will upon issuance by the Company be duly and validly
issued, fully paid and nonassessable, and free from all taxes, liens and charges
with respect to the issuance thereof attributable to any act or omission by the
Company, and the Company shall take no action which will cause a contrary result
(including, without limitation, any action which would cause the Exercise Price
to be less than the par value, if any, of the Common Stock).

                                   ARTICLE IV

                                  Terms Defined

     As used in this Warrant, unless the context otherwise requires, the
following terms have the respective meanings set forth below or in the Section
indicated:

     "Acquisition" shall mean any consolidation or merger of the Company with or
into any other corporation or other entity or Person, or any other corporate
reorganization, in which the stockholders of the Company immediately prior to
such consolidation, merger or reorganization, own less than 50% of the Company's
voting power immediately after such consolidation, merger or reorganization, or
any transaction or series of related transactions to which the Company is a
party in which in excess of fifty percent (50%) of the Company's voting power is
transferred.

     "Asset Transfer" shall mean a sale, lease or other disposition of all or
substantially all of the assets of the Company.

     "Board of Directors" shall mean the Board of Directors of the Company.

     "Common Stock" shall mean the Company's authorized common stock, par value
$.001 per share.

     "Company" shall mean Remote Knowledge, Inc., a Delaware corporation, and
any other Person assuming or required to assume the obligations undertaken in
connection with this Warrant.

     "Current Market Price" shall mean, as of any date, 5% of the sum of the
average, for each of the 20 consecutive Trading Days immediately prior to such
date, of either: (i) the high and low sales prices of the Common Stock on such
Trading Day as reported on the composite tape for the principal national
securities exchange on which the Common Stock may then be listed, or (ii) if the
Common Stock shall not be so listed on any such Trading Day, the high and low
sales prices of Common Stock in the over-the-counter market as reported by the
Nasdaq Stock Market or (iii) if there be no such representative prices reported

                                       7

<PAGE>


by the Nasdaq Stock Market, the lowest bid and highest asked prices at the end
of such Trading Day in the over-the-counter market or "pink sheets" as reported
by the OTC Electronic Bulletin Board or National Quotation Bureau, Inc., or any
successor organization.

     "Outstanding," when used with reference to Common Stock at any date, shall
mean all issued shares of Common Stock (including, but without duplication,
shares deemed issued pursuant to Article III) at such date, except shares then
held in the treasury of the Company.

     "Person" shall mean any individual, corporation, partnership, trust,
organization, association or other entity.

     "Securities Act" shall mean the Securities Act of 1933 and the rules and
regulations promulgated thereunder, all as the same shall be in effect at the
time.

     The term "Trading Day," for purposes of determining Current Market Price,
shall mean a day on which an amount greater than zero can be calculated with
respect to the Common Stock under any one or more of the foregoing categories
(i), (ii), and (iii), and the "end" thereof, for the purposes of category (iii),
shall mean the exact time at which trading shall end on the New York Stock
Exchange. If the Current Market Price cannot be determined under any of the
foregoing methods, Current Market Price shall mean the fair value per share of
Common Stock on such date as determined by the Board of Directors in good faith,
irrespective of any accounting treatment.

     "Warrant" shall mean this Warrant and any successor or replacement Warrant
delivered in accordance with Section 2.3 or Section 6.8.

     "Warrant Office" is defined in Section 2.1.

     "Warrant Shares" shall mean the shares of Common Stock purchased or
purchasable by the Holder upon exercise of this Warrant pursuant to Article I
hereof.

                                    ARTICLE V

                             Covenant of the Company

     The Company covenants and agrees that this Warrant shall be binding upon
any corporation succeeding to the Company by merger, consolidation, or
acquisition of all or substantially all of the Company's assets.

                                   ARTICLE VI

                                  Miscellaneous

     6.1 Entire Agreement. This Warrant contains the entire agreement between
the Holder and the Company with respect to the Warrant Shares that it can
purchase upon exercise hereof and the related transactions and supersedes all
prior arrangements or understanding with respect thereto.

                                       8

<PAGE>


     6.2 Governing Law. This Warrant shall be governed by and construed in
accordance with the internal laws of the State of Delaware, without regard to
its conflict of law provisions.

     6.3 Waiver and Amendment. Any term or provision of this Warrant may be
waived at any time by the party which is entitled to the benefits thereof, and
any term or provision of this Warrant may be amended or supplemented at any time
by agreement of the Holder and the Company, except that any waiver of any term
or condition, or any amendment or supplementation, of this Warrant must be in
writing. A waiver of any breach or failure to enforce any of the terms or
conditions of this Warrant shall not in any way affect, limit or waive a party's
rights hereunder at any time to enforce strict compliance thereafter with every
term or condition of this Warrant.

     6.4 Illegality. In the event that any one or more of the provisions
contained in this Warrant shall be determined to be invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in any other respect and the remaining
provisions of this Warrant shall not, at the election of the party for whom the
benefit of the provision exists, be in any way impaired.

     6.5 Copy of Warrant. A copy of this Warrant shall be filed among the
records of the Company.

     6.6 Notice. Any notice or other document required or permitted to be given
or delivered to the Holder shall be delivered at, or sent by certified or
registered mail to such Holder at, the last address shown on the books of the
Company maintained at the Warrant Office for the registration of this Warrant or
at any more recent address of which the Holder shall have notified the Company
in writing. Any notice or other document required or permitted to be given or
delivered to the Company, other than such notice or documents required to be
delivered to the Warrant Office, shall be delivered at, or sent by certified or
registered mail to, the office of the Company or any other address within the
continental United States of America as shall have been furnished by the Company
to the Holder.

     6.7 Limitation of Liability; Not Stockholders. No provision of this Warrant
shall be construed as conferring upon the Holder the right to vote, consent,
receive dividends or receive notices other than as herein expressly provided in
respect of meetings of stockholders for the election of directors of the Company
or any other matter whatsoever as a stockholder of the Company. No provision
hereof, in the absence of affirmative action by the Holder to purchase shares of
Common Stock, and no mere enumeration herein of the rights or privileges of the
Holder, shall give rise to any liability of such Holder for the purchase price
of any shares of Common Stock or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.

                                       9

<PAGE>


     6.8 Exchange, Loss, Destruction, etc. of Warrant. Upon receipt of evidence
satisfactory to the Company of the loss, theft, mutilation or destruction of
this Warrant, and in the case of any such loss, theft or destruction upon
delivery of a bond of indemnity in such form and amount as shall be reasonably
satisfactory to the Company, or in the event of such mutilation upon surrender
and cancellation of this Warrant, the Company will make and deliver a new
Warrant of like tenor, in lieu of such lost, stolen, destroyed or mutilated
Warrant; provided, however, that the original recipient of this Warrant shall
not be required to provide any such bond of indemnity and may in lieu thereof
provide his agreement of indemnity. Any Warrant issued under the provisions of
this Section 6.8 in lieu of any Warrant alleged to be lost, destroyed or stolen,
or in lieu of any mutilated Warrant, shall constitute an original contractual
obligation on the part of the Company. This Warrant shall be promptly canceled
by the Company upon the surrender hereof in connection with any exchange or
replacement. The Holder shall pay all taxes (including securities transfer
taxes) and all other expenses and charges payable in connection with the
preparation, execution and delivery of Warrants pursuant to this Section 6.8.

     6.9 Headings. The Article and Section and other headings herein are for
convenience only and are not a part of this Warrant and shall not affect the
interpretation thereof.

     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name.


Dated:  February ___, 2004


                                              REMOTE KNOWLEDGE, INC.



                                              By:
                                                  -----------------------------
                                              Name: Randy S. Bayne
                                              Title: President & CEO

                                       10

<PAGE>


                               SUBSCRIPTION NOTICE


     The undersigned, the holder of the foregoing Warrant, hereby elects to
exercise purchase rights represented by said Warrant for, and to purchase
thereunder __________ shares of the Common Stock covered by said Warrant and
herewith makes payment in full therefor pursuant to Section 1.1 of such Warrant,
and requests (a) that certificates for such shares (and any securities or other
property issuable upon such exercise) be issued in the name of, and delivered
to, __________________, _____________________ and (b) if such shares shall not
include all of the shares issuable as provided in said Warrant, that a new
Warrant of like tenor and date for the balance of the shares issuable thereunder
be delivered to the undersigned.

     The undersigned represents that (1) the aforesaid shares of Common Stock
are being acquired for the account of the undersigned for investment not with
view to, or for resale in connection with, the distribution thereof and that the
undersigned has no present intention of distributing or reselling such shares;
(2) the undersigned is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision regarding its investment in the Company; (3)
the undersigned is experienced in making investments of this type and has such
knowledge and background in financial and business matters that the undersigned
is capable of evaluating the merits and risks of this investment and protecting
the undersigned's own interests; (4) the undersigned understands that the shares
of Common Stock issuable upon exercise of this Warrant have not been registered
under the Securities Act of 1933, as amended (the "Securities Act"), by reason
of a specific exemption from the registration provisions of the Securities Act,
which exemption depends upon, among other things, the bona fide nature of the
investment intent as expressed herein, and, because such securities have not
been registered under the Securities Act, they must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; (5) the undersigned is aware that the aforesaid
shares of Common Stock may not be sold pursuant to Rule 144 adopted under the
Securities Act unless certain conditions are met and until the undersigned has
held the shares for the number of years prescribed by Rule 144, that among the
conditions for use of the Rule is the availability of current information to the
public about the Company, and the Company has not made such information
available and has no present plans to do so; and (6) the undersigned agrees not
to make any disposition of all or any part of the aforesaid shares of Common
Stock unless and until there is then in effect a registration statement under
the Securities Act covering such proposed disposition and such disposition is
made in accordance with said registration statement, or the undersigned has
provided the Company with an opinion of counsel satisfactory to the Company,
stating that such registration is not required.


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


Dated:___________________, 20__

                                       11

<PAGE>


                                   ASSIGNMENT


     For value received, _______________________("Assignor"), hereby sells,
assigns and transfers unto right, title and interest therein, and does hereby
irrevocably constitute and appoint _______________________ attorney to transfer
said Warrant on the books of the Company, with full power of substitution.



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

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


Dated:  ______________ ____, 200_

</TEXT>
</DOCUMENT>
