EXHIBIT 10.21
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 AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER 
THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED.

Date of Issuance: July 15, 1998			Certificate No. W-10

	FOR VALUE RECEIVED, CTC Communications Corp., a Massachusetts 
corporation (the "Corporation"), hereby grants to Spectrum Equity Investors 
II, L.P., or its registered assigns (the "Registered Holder") the right to 
purchase from the Corporation fifth-five thousand five hundred fifty-five 
(55,555) shares of Common Stock at a price of $9.00 per share, subject to 
adjustment as provided herein.  This Warrant is the warrant (together with 
any replacements or subdivisions thereof, the "Warrants") issued pursuant to 
the terms of a commitment letter dated as of July 13, 1998 between the 
Corporation and Spectrum Equity Investors II, L.P.  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 Securities Purchase Agreement dated as of April 10, 
1998 among the Corporation and the Purchasers named therein (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, mutatis mutandis.
	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 
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 this Warrant means the Person to 
whom the Warrant was initially issued 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, 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 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-10), 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-10, 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: _______________, 199
	____________________________________
	Name: ______________________________


	____________________________________
(Witness)