Exhibit 10.3

WARRANT
CTC Communications Corp.



THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE 
PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE 
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER 
THE ACT COVERING THE TRANSFER OR, SUBJECT TO THE PROVISIONS OF THE 
SECURITIES PURCHASE AGREEMENT DATED AS OF APRIL 10, 1998 AMONG THE ISSUER 
AND THE PURCHASERS NAMED THEREIN, AS AMENDED FROM TIME TO TIME, AN OPINION 
OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION UNDER 
THE ACT IS NOT REQUIRED.


Date of Issuance: April 10, 1998            Certificate No. W-__

	FOR VALUE RECEIVED, CTC Communications Corp., a Massachusetts 
corporation (the "Corporation"), hereby grants to ______________, or its 
registered assigns (the "Registered Holder") the right to purchase from 
the Corporation _________ shares of Common Stock at a price of $9.00 per 
share, subject to adjustment as provided herein.  This Warrant is one of 
the warrants (together with any replacements or subdivisions thereof,  the 
"Warrants") issued pursuant to the terms of the Securities Purchase 
Agreement, dated as of April 10, 1998 (the "Purchase Agreement"), among 
the Corporation and the Purchasers named therein.  Certain capitalized 
terms used herein are defined in Section 8 hereof.  Capitalized terms used 
herein but not otherwise defined herein shall have the meanings set forth 
for such terms in the Purchase Agreement.

This Warrant is subject to the following provisions:

	Section 1.  Exercise of Warrant.

	A.	Exercise Period.  The Registered Holder may exercise, in whole 
or in part, the purchase rights represented by this Warrant at any time 
and from time to time after the Date of Issuance to and including the 
fifth (5th) anniversary of the Date of Issuance (the "Exercise Period").

	B.	Exercise Procedure.

	(i)	This Warrant or any part hereof specified by the Registered 
Holder shall be deemed to have been exercised when the Corporation has 
received all of the following items (the "Exercise Time"):

		(a)	a completed Exercise Agreement, as described in Section 
1C below, executed by the Person exercising all or part of the rights 
represented by this Warrant;

		(b)	this Warrant or an affidavit as provided in Section 10 
hereof;

		(c)	the aggregate Exercise Price for the number of shares of 
Common Stock being purchased through such exercise, such aggregate 
Exercise Price to be payable by any combination of (1) a bank cashier's 
check or wire transfer in immediately available funds to the Corporation 
in an amount equal to the product of the Exercise Price multiplied by the 
number of shares of Common Stock being purchased with the proceeds of such 
wire transfer or (2) a written notice to the Corporation that the Holder 
is exercising the Warrants (or a portion thereof) and as consideration of 
such exercise is authorizing the Corporation to withhold from issuance a 
number of shares of Common Stock issuable upon exercise of this Warrant 
which, when multiplied by the sum of (x) the Market Price Per Share of the 
Common Stock minus (y) the Exercise Price is equal to the aggregate 
Exercise Price for the number of shares of Common Stock being purchased 
with such consideration (in which event such withheld shares shall no 
longer be issuable under this Warrant); and

		(d)	if this Warrant is not registered in the name of the 
original Registered Holder, an Assignment or Assignments substantially in 
the form set forth in Exhibit II hereto evidencing the assignment of this 
Warrant to the Purchaser.

	(ii)	Certificates for shares of Common Stock purchased upon 
exercise of all or part of this Warrant shall be delivered by the 
Corporation to the Purchaser within ten (10) business days after the date 
of the Exercise Time.  Unless this Warrant has expired or all of the 
purchase rights represented hereby have been exercised, the Corporation 
shall prepare a new Warrant, substantially identical hereto, representing 
the rights formerly represented by this Warrant which have not expired or 
been exercised and shall, within such ten (10) business day period, 
deliver such new Warrant to the Person designated for delivery in the 
Exercise Agreement.

	(iii)	The Common Stock issuable upon the exercise of all or part of 
this Warrant shall be deemed to have been issued to the Purchaser at the 
Exercise Time, and the Purchaser shall be deemed for all purposes to have 
become the record holder of such Common Stock at the Exercise Time.

	(iv)	The issuance of certificates for shares of Common Stock upon 
exercise of all or part of this Warrant shall be made without charge to 
the Registered Holder or the Purchaser for any issuance tax in respect 
thereof or other cost incurred by the Corporation in connection with such 
exercise and the related issuance of shares of Common Stock.  Each share 
of Common Stock issuable upon exercise of all or part of this Warrant 
shall be fully paid and nonassessable and free from all Liens and charges 
with respect to the issuance thereof.

	(v)	The Corporation shall from time to time take all such action 
as may be necessary to assure that the par value per share of the unissued 
Common Stock issuable upon exercise of this Warrant is at all times equal 
to or less than the Exercise Price, on a per share basis.

	(vi)	The Corporation shall assist and cooperate with any Registered 
Holder or Purchaser required to make any governmental filings or to obtain 
any governmental approvals prior to or in connection with any exercise of 
all or part of this Warrant (including, without limitation, making any 
filings required to be made by the Corporation).

	(vii)	Notwithstanding any other provision hereof, if an exercise of 
any portion of this Warrant is to be made in connection with a public 
offering or Organic Change, the exercise of any portion of this Warrant 
may, at the election of the holder hereof, be conditioned upon the 
consummation of the public offering or Organic Change, in which case such 
exercise shall not be deemed to be effective until immediately prior to 
the consummation of such public offering or Organic Change.

	(viii)	The Corporation shall at all times reserve and keep 
available out of its authorized but unissued shares of Common Stock, 
solely for the purpose of issuance upon the exercise of the Warrants, such 
number of shares of Common Stock as are issuable upon the exercise of all 
outstanding Warrants.  The Corporation shall take all such actions as may 
be necessary to assure that all such shares of Common Stock may be so 
issued without violation of any applicable law or governmental regulation 
applicable to the Company or any requirements of NASDAQ or any securities 
exchange upon which shares of Common Stock may be listed or quoted (except 
for official notice of issuance which shall be immediately delivered by 
the Corporation upon each such issuance).

	C.	Exercise Agreement.  The Exercise Agreement to be executed in 
connection with the exercise of this Warrant shall be substantially in the 
form set forth in Exhibit I hereto, except that if the shares of Common 
Stock are not to be issued in the name of the Person in whose name this 
Warrant is registered, the Exercise Agreement shall also state the name of 
the Person to whom the certificates for the shares of Common Stock are to 
be issued.

	Section 2.  Adjustment of Number of Shares and Exercise Price.  

	A.	The number of shares of Common Stock obtainable upon exercise 
of this Warrant and the Exercise Price shall be subject to adjustment from 
time to time as provided in this Section 2.

	B.	Exercise Price.  The initial exercise price shall be nine 
dollars ($9.00) per share of Common Stock, which may be adjusted from time 
to time hereafter (as so adjusted, the "Exercise Price") .  If and 
whenever on or after the original date of issuance of the Warrants the 
Corporation issues or sells, or in accordance with Section 2(C) is deemed 
to have issued or sold, any shares of its Common Stock or Convertible 
Securities for a consideration per share less than the Exercise Price in 
effect immediately prior to the time of such issue or sale, then upon such 
issue or sale, the Exercise Price shall be reduced to an amount determined 
by dividing (a) the sum of (1) the product derived by multiplying (i) the 
Exercise Price in effect immediately prior to such issue or sale times 
(ii) the number of shares of Common Stock Deemed Outstanding immediately 
prior to such issue or sale, plus (2) the consideration, if any, received 
(or deemed received pursuant to Section 2(C)(ii) below) by the Corporation 
upon such issue or sale, by (b) the number of shares of Common Stock 
Deemed Outstanding immediately after such issue or sale.

	C.	Effect on Exercise Price of Certain Events.  For purposes of 
determining the adjusted Exercise Price under Section 2, the following 
shall be applicable:

	(i)  Issuance of Convertible Securities.  If the Corporation in any 
manner issues or sells any Convertible Securities, whether or not the 
rights to exchange or convert any such Convertible Securities are 
immediately exercisable, and the price per share for which Common Stock is 
issuable upon such conversion or exchange is less than the Exercise Price 
in effect immediately prior to the time of such issue or sale, then the 
maximum number of shares of Common Stock issuable upon exercise, 
conversion or exchange of such Convertible Securities shall be deemed to 
be outstanding and to have been issued and sold by the Corporation at the 
time of the issuance or sale of such Convertible Securities for such price 
per share.  For the purposes of this paragraph, the "price per share for 
which Common Stock is issuable" shall be determined by dividing (a) the 
total amount received or receivable by the Corporation as consideration 
for the issue or sale of such Convertible Securities, plus the cumulative 
minimum aggregate amount of additional consideration, if any, payable to 
the Corporation upon the exercise, conversion or exchange thereof and, if 
applicable, the exercise, conversion and exchange of any other Convertible 
Securities that such Convertible Securities may be converted into or 
exchanged for, by (b) the total maximum number of shares of Common Stock 
issuable upon the exercise, conversion or exchange of all such Convertible 
Securities.  No further adjustment of the Exercise Price shall be made 
when Common Stock and, if applicable, any other Convertible Securities, 
are actually issued upon the exercise, conversion or exchange of such 
Convertible Securities.

	(ii)  Change in Exercise Price or Conversion Rate.  If the 
additional consideration payable to the Corporation upon the exercise, 
conversion or exchange of any Convertible Securities, or the rate at which 
any Convertible Securities are convertible into or exchangeable for Common 
Stock should change at any time, the Exercise Price in effect at the time 
of such change shall be readjusted to the Exercise Price that would have 
been in effect at such time had such Convertible Securities that are still 
outstanding provided for such changed additional consideration or changed 
conversion rate, as the case may be, at the time such Convertible 
Securities were initially granted, issued or sold; and on the termination 
date of any right to exercise, convert or exchange such Convertible 
Securities without such right having been duly exercised, the Exercise 
Price then in effect hereunder shall be increased to the Exercise Price 
that would have been in effect at the time of such termination had such 
Convertible Securities, to the extent outstanding immediately prior to 
such termination, never been issued.

	(iii)  Exceptions for Excluded Securities.  Notwithstanding the 
foregoing, no adjustments to the Exercise Price shall be made under 
Section 2 with respect to the issuance of any Excluded Securities. 

	D.	Subdivision or Combination of Common Stock.  If the 
Corporation at any time subdivides (by any stock split, stock dividend, 
recapitalization or otherwise) its outstanding shares of Common Stock into 
a greater number of shares, the Exercise Price in effect immediately prior 
to such combination shall be proportionately reduced, and conversely, in 
the event the outstanding shares of Common Stock shall be combined (by 
reverse stock split or otherwise) into a smaller number of shares, the 
Exercise Price in effect immediately prior to such combination shall be 
proportionately increased.  In any such event all numbers, percentages, 
computations and the like in this Warrant shall be deemed modified as 
necessary to give appropriate effect to such subdivision or combination.

	E.	Adjustment in Number of Shares Issuable.  Upon each adjustment 
in the Exercise Price pursuant to any provisions of Section 2(D), the 
number of shares of Common Stock purchasable hereunder shall be adjusted, 
to the nearest whole share, to the product obtained by multiplying such 
number of shares purchasable immediately prior to the event giving rise to 
such adjustment in the Exercise Price by a fraction, the numerator of 
which shall be the Exercise Price immediately prior to such adjustment and 
the denominator of which shall be the Exercise Price in effect immediately 
thereafter.

	F.	Certain Events.  If an event not specified in this Section 2 
occurs that has substantially the same economic effect on the Warrants as 
those specifically enumerated, then this Section 2 shall be construed 
liberally, mutatis mutandis, in order to give the Warrants the intended 
benefit of the protections provided under this Section 2.  In such event, 
the Corporation's Board of Directors shall make an appropriate adjustment 
in the Exercise Price so as to protect the rights of the holders of the 
Warrants; provided that no such adjustment shall increase the Exercise 
Price as otherwise determined pursuant to this Section 2 or decrease the 
number of shares of Common Stock issuable upon exercise of this Warrant.

	G.	Notices.

(i)  Immediately upon any adjustment of the Exercise Price, the 
Corporation shall give written notice thereof to the Registered Holder 
of this Warrant, setting forth in reasonable detail and certifying the 
calculation of such adjustment.
(ii)  The Corporation shall give written notice to the Registered 
Holder of this Warrant at least twenty (20) days prior to the date on 
which the Corporation closes its books or takes a record (a) with 
respect to any dividend or distribution upon Common Stock, (b) with 
respect to any pro rata subscription offer to holders of Common Stock 
or (c) for determining rights to vote with respect to any dissolution 
or liquidation.
	Section 3.  Reorganization, Reclassification, Consolidation, Merger 
or Sale.  Any recapitalization, reorganization, reclassification, 
consolidation, merger (other than a consolidation or merger in which the 
Company is the surviving corporation and which does not result in the 
reclassification of any Common Stock) or sale of all or substantially all 
of the Corporation's assets to another Person or other transaction which 
is effected in such a way that holders of Common Stock are entitled to 
receive (either directly or upon subsequent liquidation) stock, 
securities, cash or assets with respect to or in exchange for Common Stock 
is referred to herein as an "Organic Change."  Prior to the consummation 
of any Organic Change, the Corporation shall make appropriate provision to 
insure that each of the holders of the Warrants shall thereafter have the 
right to acquire and receive in lieu of or in addition to (as the case may 
be) the shares of Common Stock immediately theretofore issuable upon the 
exercise of such holder's Warrant, such shares of stock, securities, cash 
or assets as may be issued or payable with respect to or in exchange for 
the number of shares of Common Stock immediately theretofore issuable upon 
exercise of such holder's Warrant had such Organic Change not taken place.  
In any such case, the Corporation shall make appropriate provision with 
respect to such holders' rights and interests to insure that the 
provisions of Section 2 and Section 3 hereof shall thereafter be 
applicable to the Warrants.  The Corporation shall not effect any such 
consolidation, merger or sale, unless prior to the consummation thereof, 
the successor entity (if other than the Corporation) resulting from 
consolidation or merger or the entity purchasing such assets assumes by 
written instrument the obligation to deliver to each such holder such 
shares of stock, securities, cash or assets as, in accordance with the 
foregoing provisions, such holder may be entitled to acquire.

	Section 4.  Dividends.  If the Corporation declares or pays a 
dividend upon the Common Stock, except for a stock dividend payable in 
shares of Common Stock, then the Exercise Price shall be reduced, on a 
cumulative basis, by an amount equal to the amount of such dividend which 
would have been paid to the holder of each share of Common Stock had all 
Warrants issued under the Purchase Agreement been exercised prior to the 
record date for payment of such dividend, until such Exercise Price has 
been reduced to zero, and thereafter the Corporation shall pay to the 
Registered Holder of this Warrant at the time of payment thereof an amount 
equal to such dividend.

	Section 5.  Purchase Rights.  If at any time the Corporation grants, 
issues or sells any rights to purchase stock, warrants, securities or 
other property pro rata to the holders of Common Stock (the "Purchase 
Rights"), then the Registered Holder of this Warrant shall be entitled to 
obtain, upon the same terms on which holders of Common Stock are to 
receive such Purchase Rights, the aggregate Purchase Rights which such 
holder could have acquired if such holder had held the number of shares of 
Common Stock issuable upon complete exercise of this Warrant immediately 
before the date on which a record is taken for the grant, issuance or sale 
of such Purchase Rights, or, if no such record is taken, the date as of 
which the record holders of Common Stock are to be determined for the 
grant, issue or sale of such Purchase Rights.

	Section 6.  Transfer Restriction.

	The Warrants are subject to the transfer restrictions in Section 4.8 
of the Purchase Agreement.
	
	Section 7.  Certificates, Notices and Consents.

	A.	Certificates.  Upon the occurrence of any event requiring 
adjustments of the number of shares subject to this Warrant pursuant to 
Section 2, the Corporation shall mail to the Registered Holder (by 
registered or certified mail, postage prepaid) a certificate signed by the 
President or a Vice President and by the Treasurer or an Assistant 
Treasurer of the Corporation, setting forth in reasonable detail the 
events requiring the adjustment and the method by which such proposed 
adjustment was calculated, specifying the adjusted number of shares 
subject to this Warrant after giving effect to the proposed adjustment and 
the number of shares of Common Stock to be issued pursuant to Section 2 
hereof.

	B.	Notice.  If the Corporation after the Date of Issuance shall 
propose to: (i) pay any dividend payable in stock to the holders of Common 
Stock or to make any other distribution to the holders of Common Stock or 
any extraordinary dividend directly or indirectly attributable to proceeds 
from the sale or other disposition of a significant business or asset of 
the Corporation; (ii) offer to the holders of Common Stock rights to 
subscribe for or purchase any additional shares of any class of stock or 
any other rights or options; (iii) effect any reclassification except the 
subdivision or combination of shares of outstanding Common Stock; (iv) 
effect any Organic Change or sale transaction described in Section 2B or 
the liquidation, dissolution or winding up of the Corporation; or (v) 
engage in any diluting event not otherwise mentioned in this Section 6B, 
then, in each such case, the Corporation shall mail (by registered or 
certified mail, postage prepaid) to the Registered Holder notice of such 
proposed action, which shall specify the date on which the books of the 
Corporation shall close, or a record date shall be established, for 
determining holders of Common Stock entitled to receive such stock 
dividends or other distribution of such rights or options, or the date on 
which such reclassification, reorganization, consolidation, merger, sale, 
transfer, other disposition, liquidation, dissolution or winding up shall 
take place or commence, as the case may be, and the date as of which it is 
expected that holders of Common Stock of record shall be entitled to 
receive securities or other property deliverable upon such action, if any 
such date is to be fixed.  Such notice shall be mailed, in the case of any 
action covered by clauses (i), (ii) or (v) above, at least 20 days prior 
to the record date for determining holders of Common Stock for purposes of 
receiving such payment or offer, and, in the case of any action covered by 
clause (iii) above, at least 20 days prior to the date upon which such 
action takes place, and, in the case of any action covered by clause (iv) 
above, at least 20 days prior to the date on which the Corporation closes 
its books or takes a record for determining rights to vote with respect to 
any event covered by clause (iv) and 20 days prior to any record date to 
determine holders of Common Stock entitled to receive such securities or 
other property.

	C.	Failure and Defects.  Failure to file any certificate or 
notice or to mail any notice, or any defect in any certificate or notice, 
pursuant to this Section 6, shall not affect the legality or validity of 
the adjustment of the Exercise Price and/or number of shares of Common 
Stock subject to this Warrant pursuant to Section 2.

	Section 8.  Definitions.  The following terms have meanings set 
forth below:

	"Certificate of Designation" shall mean the Certificate of 
Designation of Series A Convertible Preferred Stock in the form attached 
to the Purchase Agreement as Exhibit B.

	"Common Stock" means, collectively, the Corporation's Common Stock, 
par value $.01 per share.

	"Convertible Securities" shall have the meaning set forth in the 
Certificate of Designation.

	"Date of Issuance" means the date of initial issuance of this 
Warrant pursuant to the Purchase Agreement (as of immediately after such 
issuance) regardless of the number of times new certificates representing 
the unexpired and unexercised rights formerly represented by this Warrant 
shall be issued.

	"Excluded Securities" shall have the meaning set forth in the 
Certificate of Designation.

	"Exercise Period" shall have the meaning set forth in Section 1(A) 
hereof.

	"Exercise Price" shall have the meaning set forth in Section 2 
hereof.

	"Exercise Time" shall have the meaning set forth in Section 1(B) 
hereof.

	"Majority Warrant Holders" means, at any time, the holders of 
Warrants representing the right to purchase a majority of the aggregate 
number of shares of unissued Common Stock then issuable upon exercise of 
all Warrants.

	"Market Price Per Share of Common Stock" means the average closing 
bid price (or closing sales price, as applicable) per share for the 
Company's Common Stock on NASDAQ (or such national stock exchange upon 
which the Corporation's Common Stock is then listed), for a period of 30 
consecutive trading days ending on the last trading day immediately 
preceding the Exercise Time.

	"Organic Change" shall have the meaning set forth in Section 3 
hereof.

	"Person" means an individual, a partnership, a joint venture, a 
corporation, a trust, an unincorporated organization and a government or 
any department or agency thereof.

	"Purchaser" shall mean the Person(s) to whom shares of Common Stock 
are issued pursuant to the exercise of this Warrant.

	"Registered Holder" with respect to any Warrant means the Person to 
whom the Warrant was initially issued pursuant to the Purchase Agreement 
or any assignee of such Person as to whom the Corporation has received an 
executed Assignment substantially in the form of Exhibit II hereto, and 
"Registered Holders" at any time means all Registered Holders of Warrants 
then outstanding.

	Section 9.  No Voting Rights; Limitations of Liability.  Prior to 
the exercise of this Warrant and except as otherwise specifically provided 
herein or in the Purchase Agreement, this Warrant shall not entitle the 
holder hereof to any rights as a stockholder of the Corporation.  No 
provision hereof, in the absence of affirmative action by the Registered 
Holder to purchase Common Stock, and no enumeration herein of the rights 
or privileges of the Registered Holder shall give rise to any liability of 
such holder for the exercise of Warrants hereunder or as a stockholder of 
the Corporation.

	Section 10.  Warrant Exchangeable for Different Denomination.  This 
Warrant is exchangeable, upon the surrender hereof by the Registered 
Holder at the principal office of the Corporation, for new Warrants of 
like tenor representing in the aggregate the purchase rights hereunder, 
and each of such new Warrants shall represent such portion of such rights 
as is designated by the Registered Holder at the time of such surrender.

	Section 11.  Replacement.  Upon receipt of evidence reasonably 
satisfactory to the Corporation (an affidavit of the Registered Holder 
being reasonably satisfactory) of the loss, theft, destruction or 
mutilation of any certificate evidencing this Warrant, and in the case of 
any such loss, theft or destruction, upon receipt of an indemnity 
reasonably satisfactory to the Corporation, or in the case of any such 
mutilation, upon surrender and cancellation of such certificate, the 
Corporation shall, at its expense, execute and deliver in lieu of such 
certificate a new certificate of like tenor and dated the date of such 
lost, stolen, destroyed or mutilated certificate.

	Section 12.  Notices.  Except as otherwise expressly provided 
herein, all notices referred to in this Warrant shall be in writing and 
shall be delivered personally, sent by reputable express courier service 
(charges prepaid) or sent by registered or certified mail, return receipt 
requested, postage prepaid and shall be deemed to have been given when so 
delivered, sent or deposited in the U. S. Mail (i) to the Corporation, at 
its principal executive offices or to its registered office in its state 
of domicile and (ii) to the Registered Holder of this Warrant, at such 
holder's address as it appears in the records of the Corporation (unless 
otherwise indicated by any such holder).

	Section 13.  Amendment and Waiver.  Except as otherwise provided 
herein, the provisions of the Warrants may be amended and the Corporation 
may take any action herein prohibited, or omit to perform any act herein 
required to be performed by it, if and only if the Corporation has 
obtained the written consent of the Majority Warrant Holders.

	Section 14.  Descriptive Headings; Governing Law.  The descriptive 
headings of the several Sections and paragraphs of this Warrant are 
inserted for convenience only and do not constitute a part of this 
Warrant.  This Warrant shall be governed by and construed and enforced in 
accordance with the laws of the State of the Commonwealth of 
Massachusetts, without giving effect to any choice of law or conflict 
provision or rule that would cause the application of the laws of any 
jurisdiction other than the State of the Commonwealth of Massachusetts.

	Section 15.  Certain Expenses.  The Corporation shall pay all 
expenses incurred by it in connection with, and all taxes and other 
governmental charges that may be imposed in respect of, the issuance, sale 
and delivery of the Warrants or the shares of Common Stock.

	Section 16.  Registered Holders.  The Corporation shall be entitled 
to treat the Register Holder of this Warrant as the only holder of this 
Warrant for all purposes.

	IN WITNESS WHEREOF, the Corporation has caused this Warrant to be 
signed and attested by its duly authorized officers under its corporate 
seal and to be dated the Date of Issuance hereof.


CTC COMMUNICATIONS CORP.

[CORPORATE SEAL]

By:	______________________________

Name:	________________________
Title:	________________________

EXHIBIT I

EXERCISE AGREEMENT



To:
Dated:


	The undersigned, pursuant to the provisions set forth in the 
attached Warrant (Certificate No. W-__), hereby agrees to subscribe for 
the purchase of _________ shares of the Common Stock covered by such 
Warrant and makes payment herewith in full therefor at the price per share 
provided by such Warrant.


_________________________________
Name: ___________________________
Address: __________________________
__________________________________
__________________________________


EXHIBIT II

ASSIGNMENT



	FOR VALUE RECEIVED, _____________________ hereby sells, assigns and 
transfers all of the rights of the undersigned under the attached Warrant 
(Certificate No. W-__), with respect to the number of shares of the Common 
Stock covered thereby set forth below, unto:


Names of Assignee      Address             No. of Shares


Date: 
____________________________________
Name: ______________________________
____________________________________
(Witness)