BIO PLEXUS INC
SC 13D, 1999-11-01
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                SCHEDULE 13D

                 UNDER THE SECURITIES EXCHANGE ACT OF 1934*


                              BIO-PLEXUS, INC.
- --------------------------------------------------------------------------
                              (Name of Issuer)

                        COMMON STOCK (NO PAR VALUE)
- --------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 09057C 106
- --------------------------------------------------------------------------
                               (CUSIP Number)

      KENNETH MAIMAN, ESQ.                  ROBERT C. SCHWENKEL, ESQ.
   APPALOOSA MANAGEMENT L.P.         FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
  26 MAIN STREET, FIRST FLOOR                   ONE NEW YORK PLAZA
       CHATHAM, NJ 07928                        NEW YORK, NY 10004
         (973) 701-7000                           (212) 859-8000
- --------------------------------------------------------------------------
        (Name, Address and Telephone Number of Persons Authorized to
                    Receive Notices and Communications)

                              OCTOBER 21, 1999
- --------------------------------------------------------------------------
          (Date of Event which Requires Filing of this Statement)


If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  which is the subject of this  Schedule 13D, and is
filing this schedule because of Rule 13d-1(e),  13d-1(f) or 13d-1(g), check
the following box [ ].

*The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this form with respect to the subject class of
securities,  and for any subsequent amendment containing  information which
would alter disclosures provided in a prior cover page.

The  information  required on the remainder of this cover page shall not be
deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
                             SCHEDULE 13D

CUSIP No.  09057C 106

1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

          APPALOOSA MANAGEMENT L.P.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                         (b)  [X]

3   SEC USE ONLY

4   SOURCE OF FUNDS*

          OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION

          DELAWARE

  NUMBER OF      7  SOLE VOTING POWER

   SHARES                2,500,000

 BENEFICIALLY    8  SHARED VOTING POWER

OWNED BY EACH            0

 REPORTING       9  SOLE DISPOSITIVE POWER

PERSON WITH              2,500,000

                10  SHARED DISPOSITIVE POWER

                         0

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,500,000

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]
    EXCLUDES CERTAIN SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          15.5%

14  TYPE OF REPORTING PERSON*

          PN


                 *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
                             SCHEDULE 13D

CUSIP No.  09057C 106

1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS

          DAVID A. TEPPER

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a)  [ ]
                                                         (b)  [X]

3   SEC USE ONLY

4   SOURCE OF FUNDS*

          OO

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) or 2(e)                           [ ]

6   CITIZENSHIP OR PLACE OF ORGANIZATION

          UNITED STATES

  NUMBER OF      7  SOLE VOTING POWER

   SHARES                2,500,000

 BENEFICIALLY    8  SHARED VOTING POWER

OWNED BY EACH            0

 REPORTING       9  SOLE DISPOSITIVE POWER

PERSON WITH              2,500,000

                10  SHARED DISPOSITIVE POWER

                         0

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          2,500,000

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)             [ ]
    EXCLUDES CERTAIN SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          15.5%

14  TYPE OF REPORTING PERSON*

          IN


                 *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>
ITEM 1.   SECURITY AND ISSUER.
          -------------------

          This statement on Schedule 13D relates to shares of the common
stock, no par value (the "Common Stock"), of Bio-Plexus, Inc., a
Connecticut corporation (the "Company"). The principal executive offices of
the Company are located at 129 Reservoir Road, Vernon, Connecticut 06066.


ITEM 2.   IDENTITY AND BACKGROUND.
          -----------------------

          This statement on Schedule 13D is being filed by Appaloosa
Management L.P., a Delaware limited partnership (the "Manager"), and David
A. Tepper ("Mr. Tepper" and together with the Manager, the "Reporting
Persons"). The Reporting Persons have entered into a Joint Filing
Agreement, dated as of October 29, 1999, a copy of which is attached hereto
as Exhibit 1.

          The general partner of the Manager is Appaloosa Partners Inc., a
Delaware corporation, of which Mr. Tepper is the sole stockholder and
President.

          The Manager is the general partner of Appaloosa Investment
Limited Partnership I, a Delaware limited partnership ("Appaloosa"). The
Manager acts as an investment adviser to Appaloosa, Palomino Fund Ltd., a
British Virgin Islands corporation ("Palomino"), and Tersk LLC, a Delaware
limited liability corporation ("Tersk"). The address of the principal
business and principal office of the Manager, Appaloosa and Tersk is 26
Main Street, 1st Floor, Chatham, New Jersey 07928. The business address of
Mr. Tepper is 26 Main Street, 1st Floor, Chatham, New Jersey 07928. The
address of the principal business and principal office of Palomino is c/o
Trident Trust Company (Cayman) Ltd., 1 Capital Place, P.O. Box 847, Grand
Cayman, Cayman Islands. Appaloosa, Palomino and Tersk are sometimes
referred to herein collectively as the "Purchasers".

          During the past five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to a civil proceeding or a
judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. Mr. Tepper is a citizen of the United States.


ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER
          CONSIDERATION.
          -----------------------------------

          As more fully described in Items 4 and 6 hereof, the Warrants (as
defined in Item 4 hereof) were issued to the Purchasers on October 21, 1999
in connection with acquisition by Appaloosa of a 7.5% Senior Secured Note
issued by the Company in the aggregate principal amount of $3,000,000 (the
"Bridge Note") and the transactions contemplated thereby (the "Bridge
Financing").


ITEM 4.   PURPOSE OF TRANSACTION.
          ----------------------

          On October 21, 1999, in connection with the Bridge Financing, the
Company issued to the Purchasers warrants to purchase, in the aggregate,
1,000,000 shares of Common Stock with an exercise price of $3.00 per share,
subject to adjustment as provided therein (the "$3 Warrants"), and warrants
to purchase, in the aggregate, 1,500,000 shares of Common Stock with an
exercise price of $5.00 per share, subject to adjustment as provided
therein (the "$5 Warrants" and together with the $3 Warrants, the
"Warrants"). In addition, upon the terms and subject to the conditions set
forth in the Bridge Note and the Convertible Note Purchase Agreement to be
entered into by the Purchasers and the Company (the "Convertible Note
Purchase Agreement") in connection with the Rollover Transactions (as
defined below), it is contemplated that the Purchasers (and/or certain
affiliates of the Purchasers) will acquire (i) Zero Coupon Secured
Convertible Notes of the Company (the "Convertible Notes") in the aggregate
principal amount of $24,204,486 (if such Convertible Notes are held to
maturity), (ii) warrants to purchase, in the aggregate, 1,500,000 shares of
Common Stock with an exercise price of $7.00 per share (the "Rollover
Warrants") and (iii) 250,000 shares of Common Stock at a price per share of
$3.00 (the "Rollover Shares") for an aggregate cash purchase price of
approximately $17,500,000 (the transactions contemplated by (i), (ii) and
(iii) above, the "Rollover Transactions"). The closing of the Rollover
Transactions (the "Rollover Closing") is expected to occur on or before
December 31, 1999. The Bridge Note, the $3 Warrants, the $5 Warrants and
the forms of the Convertible Note Purchase Agreement and the Rollover
Warrants are attached hereto as exhibits 2 through 6 respectively and are
incorporated in and made a part of this Schedule 13D in their entirety by
this reference.

          The purpose of the acquisition of the Bridge Note and the
Warrants is to provide the Company with interim financing until the
Rollover Closing and to obtain an equity interest in the Company. The
purpose of the Rollover Transactions is to provide the Company with
additional financing and to increase the Reporting Persons' equity interest
in the Company.

Convertible Note Purchase Agreement
- -----------------------------------

          The Convertible Note Purchase Agreement contemplates that the
Company will expand the size of its board of directors (the "Board of
Directors") from five to seven members and cause two persons designated by
the holders of the Convertible Notes (each such person, a "Purchaser
Designee") to be appointed to the Board of Directors to fill the vacancies
created by such expansion, and that a Purchaser Designee will be appointed
to (i) each present and future committee of the Board of Directors, (ii)
the board of directors or governing body of any future subsidiary of the
Company (a "Subsidiary Board") and (iii) each Committee of such Subsidiary
Board. In addition, the holders of the Convertible Notes will be entitled
to designate a non-voting observer to attend and participate in (but not to
vote at) all meetings of the Board of Directors, committees of the Board of
Directors, each Subsidiary Board and each committee of such Subsidiary
Board.

          The Convertible Note Purchase Agreement further contemplates that
the Company may hire an additional key officer to fill one of the senior
executive positions (to be approved by the Board of Directors, which
approval is required to include the affirmative vote of each of the
Purchaser Designees) promptly following the Rollover Closing. The
Convertible Note Purchase Agreement also provides that without the approval
of the Board of Directors, which approval shall include the affirmative
vote of each of the Purchaser Designees, the Company will not make any
change in, or appointment of, key executive officers of the Company,
including, without limitation, the Chief Executive Officer, the Chief
Financial Officer, Executive Vice President of Marketing, Vice President of
International Business Development, Chief Operating Officer, General
Counsel or similar positions.

          Accordingly, if the Rollover Transactions are consummated, it is
expected that the Reporting Persons will be in a position to influence the
management and policies of the Company through representation on the Board
of Directors and the other rights described above.

Registration Rights Agreement
- -----------------------------

          Pursuant to the Bridge Note, in the event that approval of the
Rollover Transactions by the stockholders of the Company ("Stockholder
Approval") is not obtained on or prior to December 31, 1999, or in the
event that the Rollover Closing has not occurred on or prior to the date
which is five business days after receipt of Stockholder Approval, the
Purchasers and the Company will enter into a Registration Rights Agreement
relating to the shares of Common Stock issuable upon exercise of the
Warrants (the "Registration Rights Agreement"). The Registration Rights
Agreement is attached as Exhibit 7 hereto and is incorporated in and made a
part of this Schedule 13D in its entirety by this reference. Pursuant to
the Registration Rights Agreement, the Company will grant the Purchasers
the right, subject to certain limitations and restrictions, (i) to require
the Company at the request of the Purchasers on two separate occasions to
effect a registration of shares of Common Stock held by the Purchasers
under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the "Securities Act"), and (ii) to require the
Company to include shares of Common Stock then held by the Purchasers (on a
pro rata basis with other participating selling stockholders) in any other
registration by the Company of Common Stock under the Securities Act. The
Company is required to pay certain expenses of the Purchasers in connection
with such registrations as provided in the Registration Rights Agreement.

Rollover Registration Rights Agreement
- --------------------------------------

          The Bridge Note contemplates that the Purchasers and the Company
will enter into a Registration Rights Agreement at the Rollover Closing
(the "Rollover Registration Rights Agreement"). The form of the Rollover
Registration Rights Agreement is attached as Exhibit 8 hereto and is
incorporated in and made a part of this Schedule 13D in its entirety by
this reference. Pursuant to the Rollover Registration Rights Agreement, the
Company will grant the Purchasers the right, subject to certain limitations
and restrictions, (i) to require the Company at the request of the
Purchasers on three separate occasions to effect a registration of shares
of Registrable Securities (as defined therein) held by the Purchasers under
the Securities Act, and (ii) to require the Company to include shares of
Registrable Securities then held by the Purchasers (on a pro rata basis
with other participating selling stockholders) in any other registration by
the Company of Common Stock under the Securities Act. The Company is
required to pay certain expenses of the Purchasers in connection with such
registrations as provided in the Rollover Registration Rights Agreement.

Other Plans and Proposals
- -------------------------

          While the Reporting Persons do not have any current plans to sell
any of the securities acquired pursuant to the Bridge Financing or to be
acquired at the Rollover Closing, the Reporting Persons may determine,
based on market and general economic conditions, the business affairs and
financial condition of the Company, the market price of the Common Stock
and other factors deemed relevant by them, to sell some or all of such
securities or to purchase additional securities of the Company.

          Except as otherwise described in this Schedule 13D, the Reporting
Persons currently have no plans or proposals which relate to or would
result in any transaction, event or action enumerated in paragraphs (a)
through (j) of Item 4 of the form of Schedule 13D promulgated under the
Exchange Act.


ITEM 5.   INTERESTS IN SECURITIES OF THE ISSUER.
          -------------------------------------

          As more fully described in Item 6 hereof, in connection with the
Bridge Financing the Manager acquired (i) for the account of Appaloosa, a
$3 Warrant to purchase 438,500 shares of Common Stock and a $5 Warrant to
purchase 657,750 shares of Common Stock, (ii) for the account of Palomino,
a $3 Warrant to purchase 489,500 shares of Common Stock and a $5 Warrant to
purchase 734,250 shares of Common Stock and (iii) for the account of Tersk,
a $3 Warrant to purchase 72,000 shares of Common Stock and a $5 Warrant to
purchase 108,000 shares of Common Stock.

          Accordingly, as of the date hereof, Appaloosa, Palomino and Tersk
each hold warrants to acquire 1,096,250, 1,223,750 and 180,000 shares of
Common Stock, respectively (or 2,500,000 in the aggregate).

          (a) As a result of the acquisition of the Warrants, the Reporting
Persons may be deemed to be the beneficial owners of an aggregate of
2,500,000 shares of Common Stock, which constitute approximately 15.5% of
the issued and outstanding Common Stock.

          Upon the consummation of the Rollover Transactions, the Reporting
Persons may be deemed to be the beneficial owners of an aggregate of
12,318,162 shares of Common Stock, which will constitute approximately
47.4% of 25,961,470 shares of Common Stock deemed to be outstanding for
this purpose, based upon the Company's representations and warranties in
the Bridge Note that 13,643,308 shares of Common Stock are currently
outstanding. Because the acquisition of such securities is subject to the
satisfaction or waiver of certain conditions contained in the Bridge Note
and the Convertible Note Purchase Agreement, the satisfaction or waiver of
which are not within the control of the Reporting Persons, the Reporting
Persons hereby expressly disclaim any beneficial ownership in any
securities of the Company the Purchasers may acquire at the Rollover
Closing.

          (b) Taking into account the exercise of the Warrants for shares
of Common Stock, each of the Manager and Mr. Tepper may be deemed to have
the sole voting and dispositive power with respect to 2,500,000 shares of
Common Stock.

          Following the Rollover Closing, and assuming the conversion of
the Convertible Notes into shares of Common Stock and the exercise of the
Rollover Warrants for shares of Common Stock, each of the Reporting Persons
may be deemed to have the sole voting and dispositive power with respect to
12,318,162 shares of Common Stock.

          (c) Except as described in this Schedule 13D, neither of the
Reporting Persons have effected any transactions in the Common Stock during
the sixty days preceding the date of this Schedule 13D.

          (d) Not applicable.

          (e) Not applicable.

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
          WITH RESPECT TO SECURITIES OF THE ISSUER.
          --------------------------------------------------------

          The responses set forth in Items 4 and 5 of this Schedule 13D are
incorporated herein by this reference in their entirety.

          On October 21, 1999, the Company issued the Bridge Note to
Appaloosa. The Bridge Note matures on the earlier of December 31, 1999 or
the consummation of the Rollover Transactions. The Bridge Note may be
prepaid, without premium or penalty, in whole or in part by the Company.
The Bridge Note contains representations and warranties and customary
events of default, as well as certain covenants of the Company including
limitations on indebtedness, encumbrances, dividends, stock issuances and
additional offerings of securities and the requirement to operate the
business of the Company in accordance with a business plan approved by
Appaloosa. In addition, under the Bridge Note the Company is required, as
promptly as practicable after October 21, 1999 but in no event later than
December 31, 1999, to convene a meeting of its stockholders for the purpose
of obtaining Stockholder Approval, and to file a proxy statement with the
Securities Exchange Commission in connection therewith.

          In addition to Stockholder Approval, the consummation of the
Rollover Transactions is subject to the satisfaction or waiver of certain
customary conditions to closing, including there having been no enactment,
issuance, promulgation, enforcement or entering into of any law by a
governmental entity that effects or has the effect of making any of the
Rollover Transactions illegal or otherwise restraining or prohibiting such
transactions. In the event that a governmental entity shall determine that
any of the transactions contemplated by the Rollover Transactions violate
any applicable rules or regulations of such governmental entity, Appaloosa
may, at its sole discretion, either (i) abandon the Rollover Transactions
or (ii) modify the structure of the Rollover Transactions in a manner to
comply with such rule or regulation.

          Pursuant to the Bridge Note, in the event that the Rollover
Transactions are not consummated for any reason whatsoever, Appaloosa is
entitled to (i) payment of its costs and expenses in connection with the
Bridge Financing and the Rollover Transactions, (ii) payment of principal
and interest under the Bridge Note (and default interest, if applicable)
and (iii) the execution of the Registration Rights Agreement by the Company
as more fully described in Item 4 hereof.

          In connection with the Bridge Financing and the transactions
contemplated thereby, on October 21, 1999, the Company issued to the
Purchasers the $3 Warrants and the $5 Warrants. The $3 Warrants contain
customary provisions, including anti-dilution protection. The $3 Warrants
may be exercised by payment of the exercise price in cash. The $3 Warrants
provide that upon the earlier of (i) the Rollover Closing and (ii) October
21, 2000, the exercise price will be increased from $3.00 to $5.00 (as
appropriately adjusted to give effect to any anti-dilution adjustments made
to the exercise price prior to the occurrence of any increase in the
exercise price as provided therein). Under certain circumstances, the
Company may redeem the $3 Warrants in whole or in part.

          The $5 Warrants contain customary provisions, including
anti-dilution protection. The $5 Warrants may be exercised by (i) payment
of the exercise price in cash or (ii) cashless exercise through the
tendering of a portion of the Bridge Note, Convertible Notes or the $5
Warrants (in the amounts prescribed in the $5 Warrants). The $5 Warrants
provide that upon the earlier of (i) the Rollover Closing and (ii) October
21, 2000, the exercise price will be increased from $5.00 to $7.00 (as
appropriately adjusted to give effect to any anti-dilution adjustments made
to the exercise price prior to the occurrence of any increase in the
exercise price as provided therein).

          In order to secure the obligations of the Company under the
Bridge Note, the Company and Appaloosa entered into the Security Agreement,
dated as of October 21, 1999 (the "Security Agreement"), pursuant to which
the Company granted to Appaloosa a first priority interest and lien on all
of the assets (other than real property) of the Company. The Security
Agreement is attached as Exhibit 9 hereto and is incorporated in and made a
part of this Schedule 13D in its entirety by this reference.

          Other than as set forth in this Item 6 and Items 3, 4, and 5
above, none of the Reporting Persons is a party to any contract,
arrangement, understanding or relationship with respect to any securities
of the Issuer, and none of the securities as to which this Schedule 13D
relates is pledged or is otherwise subject to a contingency the occurrence
of which would give another person voting power or investment power over
such securities.

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.
          --------------------------------


     Exhibit 1   --   Joint Filing Agreement
     Exhibit 2   --   Bridge Note
     Exhibit 3   --   Form of $3 Warrant
     Exhibit 4   --   Form of $5 Warrant
     Exhibit 5   --   Form of Convertible Note Purchase Agreement
     Exhibit 6   --   Form of Rollover Warrants
     Exhibit 7   --   Registration Rights Agreement
     Exhibit 8   --   Form of Rollover Registration Rights Agreement
     Exhibit 9   --   Security Agreement
<PAGE>
                                 SIGNATURE

          After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.



Dated:  October 29, 1999



                                     Appaloosa Management L.P.
                                     By:  Appaloosa Partners Inc.,
                                          Its General Partner


                                     By:  /s/David A. Tepper
                                          ---------------------------
                                          David A. Tepper
                                          President





                                          /s/David A. Tepper
                                          ---------------------------
                                          David A. Tepper
<PAGE>
                               EXHIBIT INDEX


     Exhibit 1   --   Joint Filing Agreement
     Exhibit 2   --   Bridge Note
     Exhibit 3   --   Form of $3 Warrant
     Exhibit 4   --   Form of $5 Warrant
     Exhibit 5   --   Form of Convertible Note Purchase Agreement
     Exhibit 6   --   Form of Rollover Warrant
     Exhibit 7   --   Registration Rights Agreement
     Exhibit 8   --   Form of Rollover Registration Rights Agreement
     Exhibit 9   --   Security Agreement

                                                            Exhibit 1

                           Joint Filing Agreement

          The undersigned hereby agree that the Statement on Schedule 13D
filed herewith (and any amendments thereto), relating to the common stock,
no par value, of Bio-Plexus, Inc., is being filed jointly with the
Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, on behalf of each such person.

Dated:  October 29, 1999



                                      Appaloosa Management L.P.
                                      By:  Appaloosa Partners Inc.,
                                           Its General Partner


                                      By:  /s/ David A. Tepper
                                           -------------------------
                                           David A. Tepper
                                           President


                                      /s/ David A. Tepper
                                      ------------------------------
                                      David A. Tepper

                                                            Exhibit 2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE
REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

                              BIO-PLEXUS, INC.

                             7.5% SECURED NOTE



No. R-1                                        Dated as of October 21, 1999

$3,000,000

FOR VALUE RECEIVED, the undersigned, BIO-PLEXUS, INC. (herein called the
"Company"), a corporation organized and existing under the laws of the
State of Connecticut, hereby unconditionally promises to pay to the order
of Appaloosa Investment Limited Partnership I, L.P., or its registered
assigns (the "Holder"), the principal sum of THREE MILLION DOLLARS
($3,000,000) in immediately available lawful money of the United States of
America, together with interest on the unpaid balance hereof, in accordance
with the terms and conditions set forth below.

     1.   Payment.
          -------

          1.1. Principal. The entire unpaid principal balance of this Note
shall be paid in full by the Company on the Due Date.

          1.2. Home Office Payment. The Company will pay to each Holder or
any transferee thereof all sums becoming due on this Note at the
account/address to be specified by such Holder or transferee for such
purpose by notice to the Company, by wire transfer of immediately available
funds, or at such other address or by such other method as such Holder or
transferee shall have designated by notice to the Company.

          1.3. Prepayment. Subject to Section 8.8, (i) upon at least ten
days prior notice to the Holder, this Note may be prepaid, without premium
or penalty, in whole or in part by the Company at any time and from time to
time and (ii) concurrently with the receipt of any proceeds received by the
Company in respect of any sale of Debentures pursuant to section 1.4 of the
Subscription Agreement, the Company shall make a mandatory prepayment of
the Note in an amount equal to 100% of such proceeds; provided, that, upon
any prepayment under (i) or (ii) above, all accrued and unpaid interest
shall be paid on the principal of the Note being repaid.

          1.4. Interest. The unpaid principal balance of this Note
outstanding at any time shall accrue interest, at a rate per annum equal to
7.5%. Interest shall begin to accrue from the date hereof and shall be
computed on the basis of a year of 360 days and actual days elapsed and
shall be payable in one lump sum on the Due Date.

          1.5. Default Interest. If the Company shall fail to pay any
principal amount of, or interest on, or other amount payable under, this
Note when due and payable (whether at the Due Date, the Acceleration Date
or otherwise), such principal amount, interest or other amount shall
thereafter bear interest, until paid in full (after as well as before
judgment) to the extent lawful, at a rate per annum equal to 12%. The
Company shall pay such default interest in cash on demand from time to
time.

          1.6. Limitation on Interest. No provision of this Note shall
require the payment or permit the collection of interest in excess of the
maximum rate which is permitted by Law. If any such excess interest is
provided for herein, or shall be adjudicated to be so provided for, then
the Company shall not be obligated to pay such interest in excess of the
maximum rate permitted by Law, and the right to demand payment of any such
excess interest is hereby waived, any other provisions in this Note to the
contrary notwithstanding.

     2.   Deliveries by the Company. Simultaneously with the execution of
this Note, the Company is delivering to the Holder the following:

          (a) an opinion of the Company's counsel, dated as of the date
hereof, addressed to such Holder in the form of Exhibit 2(a) hereto;

          (b) a good standing certificate for the Company, dated no earlier
than seven days prior to the date hereof, from the State of Connecticut;

          (c) a copy of the resolutions of the Board of Directors
authorizing the execution of each of the Transaction Documents and the
performance of the transactions contemplated by the Transaction Documents
which shall be certified as true, correct and effective as of the date
hereof by an officer of the Company;

          (d) a duly executed copy of the Security Agreement in the form
attached hereto as Exhibit 2(d), and copies of any other Collateral
Documentation including Financing Statements required to perfect the
Holder's security interest in the Collateral;

          (e) duly executed warrants to purchase 1,000,000 shares of Common
Stock in the aggregate with an exercise price of $3 per share in the form
attached hereto as Exhibit 2(e)(i) (the "$3 Warrants") and duly executed
warrants to purchase 1,500,000 shares of Common Stock in the aggregate with
an exercise price of $5 per share in the form attached hereto as Exhibit
2(e)(ii) (the "$5 Warrants", together with the $3 Warrants, the
"Warrants"); and

          (f) the Holder's costs and expenses (including the reasonable
fees and expenses of its counsel, Fried, Frank, Harris, Shriver & Jacobson,
in an aggregate amount not to exceed $50,000 which amounts shall be
deducted from the proceeds of this Note and shall be wired transferred by
the Holder, on behalf of the Company, to one or more accounts designated by
such party on or prior to the date hereof) incurred in connection with the
transactions contemplated hereby.

     3.   Representations and Warranties of the Company. The Company
represents and warrants to the Holder as follows:

          3.1. Organization; Subsidiaries. (a) The Company is a corporation
duly organized and existing in good standing under the laws of the State of
Connecticut and has the corporate power to own its property and to carry on
its business as now being conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary and where the failure to so
qualify could, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

          (b) The Company does not have any Subsidiaries. Except as set
forth on Schedule 3.1(b), the Company does not own, directly or indirectly,
or have the right or obligation to acquire, any interest in any business
association or other Person.

          3.2. Due Authorization. The Company has all right, power and
authority to enter into, deliver and perform the Transaction Documents to
which it is a party and to consummate the transactions contemplated
thereby. The execution and delivery of each Transaction Document by the
Company and the performance by it of the transactions contemplated thereby
(including, without limitation, the issuance and sale of this Note and the
Warrants and issuance of shares of Common Stock upon exercise of the
Warrants) and compliance by the Company with all the provisions of each
Transaction Document (as applicable) has been duly authorized by all
requisite corporate proceedings on the part of the Company. Each of the
Transaction Documents has been duly executed and delivered on behalf of the
Company, and each such Transaction Document constitutes the legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its respective terms, except to the extent that such
enforceability (i) may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to creditors'
rights generally or (ii) is subject to general principles of equity. The
shares of Common Stock issuable upon exercise of the Warrants have been
validly reserved for issuance, and upon issuance, will be validly issued
and outstanding, fully paid and nonassessable.

          3.3. Capitalization. The authorized capital stock of the Company
consists of (i) 25,000,000 shares of Common Stock, of which, as of the date
hereof, 13,643,308 shares were issued and outstanding, 579,650 shares were
reserved for issuance upon the exercise of outstanding stock options
pursuant to the Company's option plans, 1,395,386 shares were reserved for
issuance upon the exercise of the outstanding warrants, and 2,472,876
shares were reserved for issuance upon the conversion of certain 6%
Convertible Debentures due 2004 and (ii) 3,000,000 shares of Preferred
Stock, no par value (the "Preferred Stock"), of which, as of the date
hereof, no shares were issued and outstanding. All of the outstanding
shares of Common Stock are validly issued and are fully paid and
nonassessable. No class of Capital Stock of the Company is entitled to
preemptive rights. Except as set forth on Schedule 3.3, there are no
outstanding options, warrants, preemptive rights, subscription rights,
calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, shares of any class of Capital Stock of the
Company, or Contracts, by which the Company is or may become bound to issue
additional shares of its Capital Stock or options, warrants or other rights
to purchase or acquire any shares of its Capital Stock. Except as set forth
on Schedule 3.3, no warrants, bonds, debentures, notes or other
Indebtedness or other security having the right to vote (or convertible
into or exercisable for securities having the right to vote) on any matters
on which stockholders may vote were issued or outstanding. Except as set
forth on Schedule 3.3 or as contemplated by the Transaction Documents, the
Company is not a party to, and, to the Company's best knowledge, there are,
and immediately after the Closing, there will be, no agreement, restriction
or encumbrance (such as a preemptive or similar right of first refusal,
right of first offer, proxy, voting agreement, voting trust, registration
rights agreement, shareholders' agreement, etc., whether or not the Company
is a party thereto) with respect to the purchase, sale or voting of any
shares of Capital Stock of the Company (whether outstanding or issuable
upon conversion, exchange or exercise of outstanding securities) or other
securities of the Company pursuant to any provision of Law, the Certificate
of Incorporation or By-Laws, any agreement or otherwise. Except as set
forth on Schedule 3.3, no person has the right to nominate or elect one or
more directors of the Company. Immediately following the transactions
contemplated hereby, the Company's capitalization will be as set forth on
Schedule 3.3. The Company has not declared or paid any dividend or made any
other distribution of cash, stock or other property to its stockholders
since January 1, 1996.

          3.4. SEC Reports Correspondence. The Company has filed all proxy
statements, reports and other documents required to be filed by it under
the Exchange Act from and after January 1, 1995 (collectively, the "SEC
Reports"). Each SEC Report was in compliance in all material respects with
the requirements of its respective report form and did not on the date of
filing contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, and as of the date hereof there is no fact or facts
not disclosed in the SEC Reports which relate specifically to the Company
and which could, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.

          3.5. Financial Statements. The financial statements (including
any related schedules and/or notes) included in the SEC Reports have been
prepared in accordance with GAAP consistently followed (except as indicated
in the notes thereto) throughout the periods involved and fairly present
the consolidated financial condition, results of operations, cash flows and
changes in stockholders' equity of the Company as of the respective dates
thereof and for the respective periods then ended (in each case subject, as
to interim statements, to changes resulting from year-end adjustments, none
of which were material in amount or effect). Except as set forth on
Schedule 3.5, the Company is not subject to any Liabilities, except (i)
Liabilities in the respective amounts reflected or reserved against in the
Company's balance sheet as of December 31, 1998 included in the SEC Reports
or (ii) Liabilities incurred in the ordinary course of business since
December 31, 1998 which could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          3.6. No Material Adverse Change. Since December 31, 1998, no
event has occurred or failed to occur which could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

          3.7. Intellectual Property Rights. Schedule 3.7 sets forth a
complete and correct list of all Intellectual Property of the Company (the
"Company Intellectual Property"). Except as set forth on Schedule 3.7, the
Company owns and possesses all right, title and interest in, or possesses
adequate licenses to (without the making of any payment to others or the
obligation to grant rights to others in exchange) all the Company
Intellectual Property, free and clear of any Liens, licenses or other
restrictions. The Company has the right to require the applicant of any
Company Intellectual Property which is an application, including but not
limited to patent applications, trademark applications, service mark
applications, copyright applications, or mask work applications, to
transfer ownership to the Company of the application and of the
registration once it issues. All registered patents, trademarks, service
marks and copyrights listed on Schedule 3.7 are valid and subsisting and in
full force and effect. The Company Intellectual Property is all the
Intellectual Property that is necessary for the ownership, maintenance and
operation of the Company's properties and assets and the Company has the
right to use all of the Company Intellectual Property in all jurisdictions
in which the Company conducts or proposes to conduct its business, and the
consummation of the transactions contemplated hereby will not alter or
impair any such rights. The Company has never agreed to indemnify any
person for or against any interference, infringement, misappropriation or
other conflict with respect to any Company Intellectual Property. Except as
set forth in Schedule 3.7, no third party has interfered with, infringed
upon, misappropriated or otherwise come into conflict with any Company
Intellectual Property. The Company has taken all reasonably necessary and
desirable action to maintain and protect each item of Company Intellectual
Property. The validity, ownership, enforceability, use or legality of the
Company Intellectual Property is not being questioned or opposed in any
Litigation or Order to which the Company or any Person who has granted a
license of Intellectual Property to the Company, is a party or subject,
nor, to the knowledge of the Company, is any such Litigation or Order
threatened. The conduct of the Company as currently conducted and as
currently proposed to be conducted does not and will not infringe,
interfere with, misappropriate or otherwise come into conflict with any
Intellectual Property of any other Person, and the Company has not received
any charge, complaint, claim, demand or notice alleging any such
infringement, interference, misappropriation or conflict (including any
claim that the Company must license or refrain from using any Intellectual
Property of any other Person). Except as set forth on Schedule 3.7, the
Company has not granted any licenses of Intellectual Property to any
Person.

          3.8. Existing Indebtedness; Future Liens. (a) Schedule 3.8 sets
forth a complete and correct list of all outstanding Indebtedness of the
Company as of the date hereof. Except as set forth on Schedule 3.8, the
Company has not defaulted and no waiver of default is currently in effect,
in the payment of any principal or interest on any such Indebtedness and no
event or condition exists with respect to any such Indebtedness that would
permit (or that with notice or the lapse of time, or both, would permit)
one or more Persons to cause such Indebtedness to become due and payable
before its stated maturity or before its regularly scheduled dates of
payment. The Company has not received any notice from any Person declaring
or threatening to declare any Indebtedness owed by the Company to such
Person due and payable prior to the stated maturity of such Indebtedness or
before its regularly scheduled dates of payment.

               (b) The Company has not agreed or consented to cause or
permit in the future (upon the happening of a contingency or otherwise) any
of its property, whether now owned or hereafter acquired, to be subject to
any Lien (other than Permitted Liens).

          3.9. Litigation. (a) Except as set forth on Schedule 3.9, there
is no Litigation pending or, to the knowledge of the Company, threatened
against the Company or any of its properties or assets by or before any
court, arbitrator or other Governmental Entity.

          (b) The Company is not in default under or in breach of any Order
of any court, arbitrator or other Governmental Entity, and the Company is
not subject to or a party to any Order of any court, arbitrator or other
Governmental Entity arising out of any claim, demand, notice, action, suit
or proceeding under any Law.

          3.10. Compliance with Laws. The Company is in compliance with all
applicable Laws including, without limitation, all rules, regulations and
other Laws of the Food and Drug Administration relating to the design,
development, manufacturing, sales and distribution of safety medical
products and accessories, except where the failure to comply could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No Order has been issued nor any Law enacted which
prevents, nor does any Law prohibit the consummation of the transactions
contemplated by any of the Transaction Documents.

          3.11. Offering of the Securities. In connection with offering of
this Note and the issuance of the Warrants, neither the Company nor any
Person acting on its behalf has offered the Note, the Warrants or any
similar securities of the Company for sale to, solicited any offers to buy
the Note, the Warrants or any similar securities of the Company from or
otherwise approached or negotiated with respect to the Company with any
Person other than the Purchasers and other "accredited investors" (as
defined in Rule 501(a) under the Securities Act). Neither the Company nor
any Person acting on its behalf has taken or, except as contemplated hereby
will take any action (including, without limitation, any offering of any
securities of the Company under circumstances which would require the
integration of such offering with the offering of the Note and the issuance
of the Warrants under the Securities Act) which could reasonably be
expected to subject the offering, issuance or sale of the Note and the
Warrants to the registration requirements of Section 5 of the Securities
Act or violate the provisions of any securities, "blue sky", or similar law
of any applicable jurisdiction.

          3.12. Solvency. The Company is not, and after giving effect to
the issuance of this Note and the application of the proceeds therefrom
will not be, insolvent within the meaning of Title 11 of the United States
Code or any comparable state law provision.

          3.13. Security Documents. Except as set forth in Schedule 3.13,
upon proper filing of the Financing Statements (or assignments thereof) in
the offices of the Secretary of State of Connecticut with respect to the
Company (or assignments thereof) and in the locations identified in the
Security Agreement, the Liens granted under the Transaction Documents shall
constitute a fully perfected first priority security interest in all right,
title and interest of the Company in and to the personal property therein
prior to any other security interests against such property or interests
therein.

          3.14. Disclosure. Neither any Transaction Document nor any
Schedule hereto and thereto, nor any certificate furnished to any Holder by
or on behalf of the Company in connection with the transactions
contemplated hereby and thereby, contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make
the statements contained herein and therein not misleading. The financial
forecasts furnished by the Company to the Holder has been prepared in good
faith based upon reasonable assumptions. There is no fact or information
relating to the Company that could reasonably be expected to be material to
the Company that has not been disclosed to the Holder.

     4.   Covenants of the Company. The Company covenants that for so long as
this Note is outstanding or any amounts are due and unpaid hereunder:

          4.1. Limitation on Indebtedness. The Company shall not, and shall
not permit any of its Subsidiaries to, create, incur, assume or directly or
indirectly guarantee or in any other manner become directly or indirectly
liable for the payment of any Indebtedness (excluding Permitted
Indebtedness and Indebtedness which is a Guaranty of an Indebtedness of the
Company or any of its Subsidiaries that is otherwise Permitted
Indebtedness).

          4.2. Limitation on Encumbrances. The Company shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, create,
incur, assume or otherwise suffer to exist or cause or otherwise suffer to
become effective any Lien in or on any right, title or interest to any
property (real or personal) that constitutes all or any portion of the
Collateral (a "Restricted Encumbrance," which term excludes the Lien
created in favor of the Holder) unless such Restricted Encumbrance is a
Permitted Lien.

          4.3. Limitation on Dividends; Stock Issuances. The Company shall
not offer or issue any shares of Preferred Stock or Common Stock for any
purpose whatsoever, except for (i) shares of Common Stock issuable upon the
exercise of the Warrants and (ii) pursuant to Schedule 4.3. The Company
shall not declare any dividends on any shares of its Capital Stock, or make
any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, retirement, exchange or other
acquisition of any shares of its Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either
directly or indirectly, whether in cash, securities, property or in
obligations of the Company or any of its Subsidiaries.

          4.4. Stockholders' Meetings. As promptly as practicable hereafter
but in no event no later than December 31, 1999, the Company shall take all
action necessary, in accordance with applicable Law and its Certificate of
Incorporation and By-laws, to convene a special meeting of its stockholders
(the "Company Meeting") for the purpose of considering and voting upon the
approval of the Rollover Transactions, including, without limitation, the
issuance and sale of the Convertible Notes, the Shares and the Rollover
Warrant, and any other transactions contemplated in furtherance thereof
under applicable Law. The Company will use its best efforts to obtain such
stockholders' approval, including, without limitation, taking all lawful
actions to solicit such approval. The Board of Directors will recommend
that its stockholders vote in favor of and approve the Rollover
Transactions, including, without limitation, the issuance and sale of the
Convertible Notes, the Shares and the Warrants, and any other transactions
contemplated in furtherance thereof under applicable Law.

          4.5. Proxy Statement. The Company shall promptly prepare and file
with the SEC as soon as practicable the Proxy Statement, which shall comply
as to form in all material respects with the applicable provisions of the
Exchange Act and the rules and regulations thereunder. The Company shall
use its best efforts, and the Holder will cooperate with the Company, to
have the Proxy Statement cleared by the SEC as promptly as practicable. The
Company shall, as promptly as practicable, provide copies of any written
comments received from the SEC with respect to the Proxy Statement to the
Holder and advise the Holder of any oral comments with respect to the Proxy
Statement received from the SEC. The Holder agrees that none of the
information supplied or to be supplied by it for inclusion or incorporation
by reference in the Proxy Statement and each amendment or supplement
thereto, at the time of mailing thereof and at the time of the Company
Meeting, will contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading. The Company agrees that none of the information
supplied or to be supplied by the Company for inclusion or incorporation by
reference in the Proxy Statement and each amendment or supplement thereto,
at the time of mailing thereof and at the time of the Company Meeting, will
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading. The Company will provide the Holder with a reasonable
opportunity to review and comment on the Proxy Statement and any amendment
or supplement thereto prior to filing such with the SEC, and will provide
the Holder with a copy of all such filings made with the SEC. No amendment
or supplement to the information supplied by the Holder for inclusion in
the Proxy Statement shall be made without the approval of such Holder,
which approval shall not be unreasonably withheld or delayed.

          4.6. Operations in Accordance with the Business Plan. The
business and operations of the Company and its Subsidiaries shall be
conducted in accordance with a business plan of the Company approved by the
Holder.

          4.7. Proceeds. The proceeds of the sale of this Note shall be
used for the purposes set forth on Schedule 4.7. No part of the proceeds
from the sale of this Note hereunder shall be used, directly or indirectly,
for the purpose of "purchasing" or "carrying" any "margin stock" within the
respective meanings of Regulation U of the Board of Governors of the
Federal Reserve System or for any purpose which violates or would be
inconsistent with the provisions of Regulations T, U or X of said Board.

          4.8. Additional Offerings of Securities. The Company shall not
seek financing from any third party consisting of an issuance of Equity
Securities without the written consent of the Holder (which may be withheld
at the Holder's absolute discretion).

          4.9. Existence. Neither the Company nor any of its Subsidiaries
shall enter into any transaction for the acquisition of, or merger or
consolidation or amalgamation with, any other Person (including any
Subsidiary or Affiliate of the Company or any of its Subsidiaries), or
enter into any transaction or series of transactions that could result in a
Change of Control, or sell, transfer or otherwise dispose of ("Transfer")
all or substantially all of its assets in one transaction or series of
transactions to any Person, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or make any material change in the
present method of conducting business or engage in any type of business
other than of same general type now conducted by it. The Company shall not,
and shall not permit any of its Subsidiaries to, Transfer any property or
assets, unless the property or asset that is the subject of such Transfer
constitutes (i) inventory held for sale, (ii) marketable securities
available for sale, or (iii) real estate, equipment, fixtures, supplies or
materials no longer required in the operation of the business of the
Company or such Subsidiary or that is obsolete, and, in the case of any
Transfer described in clause (i) or (iii), such Transfer is in the ordinary
course of business consistent with past practice.

          4.10. Access. Subject to a written confidentiality agreement, the
Company shall, and shall cause the Company's officers, directors, employees
and agents to, afford to the Holder and each of its Affiliates, officers,
directors, employees, counsel, investment bankers, accountants, advisors,
agents and other representatives (collectively, "Representatives"),
reasonable access during normal business hours to its officers, employees,
accountants, agents, properties, offices and other facilities, and to the
books and records of the Company (including, without limitation, all
interim financial statements, tax returns and work papers of its
accountants), legal documents of the Company, and shall furnish the Holder
and its Representatives all financial, operating, technical and other data
and information which any of them may from time to time reasonably request.

          4.11. Release of Liens. The Company shall take all actions
necessary to promptly (but in no event later than seven days from the date
hereof) file necessary documentation to remove evidence of any prior liens
and/or security interests on any Company Intellectual Property (other than
security interests on any Company Intellectual Property granted to Holder
in connection with the transactions contemplated hereby), including,
without limitation, all prior liens and/or security interests on any
Company Intellectual Property on record with the United States Patent and
Trademark Office.

          4.12. 6% Convertible Debentures due 2004. The Company shall not
exercise its Put Option without the written consent of the Holder.

     5.   Events of Default and Remedies.
          ------------------------------

          5.1. Events of Default and Remedies. "Event of Default," wherever
used herein, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any Order of any court or
any Order, rule or regulation of any Governmental Entity) (or if the giving
of notice or lapse of time or both is required, then, prior to such notice
or lapse of time, a "Default"):

               (a) default in the payment of any interest upon this Note
     when it becomes due and payable; or

               (b) default in the payment of any principal of this Note
     when it becomes due and payable; or

               (c) default in the performance of any agreement or covenant
     in, or provision of, this Note or the other documents executed and
     delivered in connection with this Note (including any other
     Transaction Document) and to which the Company or any of its
     Subsidiaries is a party (other than a covenant or a default in whose
     performance is elsewhere in this Section specifically dealt with)
     which is not cured within thirty (30) days, or any representation or
     warranty made in any document executed and delivered in connection
     with this Note (including any other Transaction Document) was false in
     any material respect on the date as of which made or deemed made; or

               (d) the Company Meeting shall not have been held on or prior
     to December 31, 1999 or the approval of the Company's stockholders
     described in Section 4.4 shall not have been obtained at the Company
     Meeting on or prior to December 31, 1999; or

               (e) the Company or any of its Subsidiaries shall: (A)
     default in any payment of principal of or interest on any Indebtedness
     (other than this Note and any intercompany debt) or in the payment of
     any Guarantee, beyond the period of grace, if any, provided in the
     instrument or agreement under which such Indebtedness or Guarantee was
     created; or (B) default in the observance or performance of any other
     agreement or condition relating to any such Indebtedness or Guarantee
     or contained in any instrument or agreement evidencing, securing or
     relating thereto, or any other event shall occur or condition exist,
     the effect of which default or other event or condition is to cause,
     or to permit the holder or holders of such Indebtedness or beneficiary
     or beneficiaries of such Guarantee (or a trustee or agent on behalf of
     such holder or holders or beneficiary or beneficiaries) to cause, with
     the giving of notice if required, such Indebtedness to become due
     prior to its stated maturity, any applicable grace period having
     expired, or such Guarantee to become payable, any applicable grace
     period having expired, provided that the aggregate principal amount of
     all such Indebtedness and Guarantee which would then become due or
     payable as described in this Section 5.1(e) would equal or exceed
     $100,000; or

               (f) a final judgment or judgments for the payment of money
     are entered by a court or courts of competent jurisdiction against the
     Company or any of its Subsidiaries and such remains undischarged for a
     period (during which execution shall not effectively be stayed) of 60
     days, provided that the aggregate of all such judgments that are not
     covered by insurance under which the Company or a Subsidiary is a
     beneficiary exceeds $100,000, or the Holder shall determine that any
     regulatory body having jurisdiction over the Company or any of its
     Subsidiaries including, without limitation, the SEC, shall have taken
     or proposed to take any action that the Holder believes could,
     individually or in the aggregate, reasonably be expected to have a
     Material Adverse Effect or that adversely affects the Holder's
     security interest in the Collateral; or

               (g) the Company or any of its Subsidiaries (i) is generally
     not paying, or admits in writing its inability to pay, its debts as
     they become due, (ii) files, or consents by answer or otherwise to the
     filing against it of, a petition for relief or reorganization or
     arrangement or any other petition in bankruptcy, for liquidation or to
     take advantage of any bankruptcy, insolvency, reorganization,
     moratorium or other similar law of any jurisdiction, (iii) makes an
     assignment for the benefit of its creditors, (iv) consents to the
     appointment of a custodian, receiver, trustee or other officer with
     similar powers with respect to it or with respect to any substantial
     part of its property, (v) is adjudicated as insolvent or to be
     liquidated, or (vi) takes corporate action for the purpose of any of
     the foregoing; or

               (h) a court or other Governmental Entity of competent
     jurisdiction enters an Order appointing, without consent by the
     Company or any of its Subsidiaries, a custodian, receiver, trustee or
     other officer with similar powers with respect to it or with respect
     to any substantial part of its property, or constituting an order for
     relief or approving a petition for relief or reorganization or any
     other petition in bankruptcy or for liquidation or to take advantage
     of any bankruptcy or insolvency law of any jurisdiction, or ordering
     the dissolution, winding-up or liquidation of the Company or any of
     its Subsidiaries, or any such petition shall be filed against the
     Company or any of its Subsidiaries and such petition shall not be
     dismissed within 60 days; or

               (i) a court or other Governmental Entity of competent
     jurisdiction enters a final judgment holding this Note or any of the
     documents delivered in connection with this Note (including any other
     Transaction Document) to be invalid or unenforceable and such judgment
     remains unstayed and in effect for a period of 20 consecutive days; or
     the Company or any of its Subsidiaries shall assert, in any pleading
     filed in such a court, that this Note or any of the documents
     delivered in connection with this Note (including any other
     Transaction Document) are invalid or unenforceable; or

               (j) any material provision of any Transaction Document shall
     for any reason cease to be valid, binding and enforceable in
     accordance with its terms (or the Company or any of its Subsidiaries
     shall challenge the enforceability of any Transaction Document or
     shall assert in writing, or engage in any action or inaction based on
     any such assertion, that any provision of any of the Transaction
     Documents has ceased to be or otherwise is not valid, binding and
     enforceable in accordance with its terms), or any first priority
     security interest created under any Transaction Document shall cease
     to be a valid and perfected security interest, or Lien in any of the
     Collateral purported to be covered thereby; or

               (k) the Company or any of its Subsidiaries shall default in
     the payment of any amounts due pursuant to the terms of any document
     executed and delivered by the Company or such Subsidiary in connection
     with this Note (other than payments elsewhere in this Section
     specifically dealt with).

          5.2. Acceleration of Maturity. If any Event of Default (other
than an Event of Default specified in clause (g), (h), (i) or (j) of
Section 5.1) shall have occurred and be continuing, the Holder may, by
notice to the Company, declare the entire unpaid principal amount of this
Note, plus all accrued and unpaid interest thereon (together with the
Holder's costs and expenses pursuant to Section 8.8) , to be immediately
due and payable, and upon such declaration all of such amount shall be
immediately due and payable (the "Declared Acceleration Date"), in each and
every case without presentment, demand, protest or further notice, all of
which are hereby waived, anything in this Note to the contrary
notwithstanding; provided that if an Event of Default under clause (g),
(h), (i) or (j) of Section 5.1 shall have occurred, the entire unpaid
principal amount of this Note (to the full extent permitted by applicable
Law), plus all accrued and unpaid interest thereon (together with the
Holder's costs and expenses pursuant to Section 8.8), shall immediately
become due and payable (the "Automatic Acceleration Date"), without any
declaration and without presentment, demand, protest or further notice, all
of which are hereby waived, anything in this Note to the contrary
notwithstanding.

          5.3. Other Remedies. If any Event of Default shall have occurred
and be continuing, from and including the date of such Event of Default to
but not including the date such Event of Default is cured or waived, each
Holder may enforce its rights by suit in equity, by action at law, or by
any other appropriate proceedings, whether for the specific performance (to
the extent permitted by Law) of any covenant or agreement contained in this
Note or in aid of the exercise of any power granted in this Note, and each
Holder may enforce the payment of any Note held by such Holder and any of
its other legal or equitable rights.

          5.4. Conduct; No Waiver; Collection Expenses. No course of
dealing on the part of the Holder, nor any delay or failure on the part of
the Holder to exercise any of its rights, shall operate as a waiver of such
right or otherwise prejudice the Holder's rights, powers and remedies. If
the Company fails to pay, when due, any payment in respect of this Note,
the Company will pay such Holder, to the extent permitted by Law, on
demand, all costs and expenses incurred by such Holder in the collection of
any amount due in respect of this Note hereunder, including reasonable
legal fees incurred by such Holder in enforcing its rights hereunder.

          5.5. Annulment of Acceleration. If a declaration is made in
accordance with Section 5.2, then and in every such case, the Holder may,
by an instrument delivered to the Company, annul such declaration and the
consequences thereof.

          5.6. Remedies Cumulative. No right or remedy conferred upon or
reserved to the Holder under this Note is intended to be exclusive of any
other right or remedy, and every right and remedy shall be cumulative and
in addition to every other right and remedy given hereunder or now and
hereafter existing under applicable Law. Every right and remedy given by
this Note or by applicable Law to the Holder may be exercised from time to
time and as often as may be deemed expedient by such Holder.

     6.   Rollover.
          --------

          6.1. Rollover. Within five Business Days after the stockholders'
approval referred to in Section 4.4 has been obtained (the "Rollover
Date"), subject to Section 6.2, the Company and the Purchasers shall enter
into (i) the Convertible Note Purchase Agreement substantially in the form
attached hereto as Exhibit 6.1(i) (the "Convertible Note Purchase
Agreement"), (ii) a warrant to purchase 1,500,000 shares of Common Stock
with an exercise price of $7 substantially in the form attached hereto as
Exhibit 6.1(ii) (the "Rollover Warrant"), (iii) the Registration Rights
Agreement substantially in the form attached hereto as Exhibit 6.1(iii)
(the "Rollover Registration Rights Agreement") and (iv) the Convertible
Note Security Agreement substantially in the form attached hereto as
Exhibit 6.1(iv) (the "Convertible Note Security Agreement"); provided,
however, that if a Governmental Entity shall determine that any of the
transactions contemplated by the Rollover Transactions violate any
applicable rules or regulations of such Governmental Entity, the Holder
shall, at the Holder's sole discretion, either (i) abandon the Rollover
Transactions or (ii) modify the structure of the Rollover Transactions in a
manner to comply with such rule or regulation. Concurrently with the
foregoing, subject to Section 6.2, the Company shall issue 250,000 shares
of Common Stock (the "Shares") to the Holder or one or more of its
Affiliates at $3.00 per share.

          6.2. Conditions to Rollover. (a) The obligation of each party to
consummate the Rollover Transactions shall be subject to there having been
no enactment, issuance, promulgation, enforcement or entering into of any
Law by a Governmental Entity that effects or has the effect of making any
of the Rollover Transactions illegal or otherwise restraining or
prohibiting such transactions.

               (b) The obligation of the Purchasers to consummate the
Rollover Transactions shall be subject to the following conditions:

                    (i) no change (or any condition, event or development
          involving a prospective change) shall have occurred or be
          threatened that could, individually or in the aggregate,
          reasonably be expected to have a Material Adverse Effect;

                    (ii) no Default shall have occurred and be continuing;

                    (iii) concurrently with the consummation of the
          Rollover Transactions, the principal amount of this Note, plus
          all accrued and unpaid interest on this Note, shall have been
          repaid in full;

                    (iv) the final forms of the Convertible Note Purchase
          Agreement, the Rollover Warrant, the Rollover Registration Rights
          Agreement and the Convertible Note Security Agreement shall be
          satisfactory to the Purchasers in their sole discretion;

                    (v) the Company shall have delivered to the Purchasers
          any document, instrument or certificate required to be delivered
          by the Company pursuant to the Rollover Transaction Documents;
          and

                    (vi) each Purchaser shall have received such other
          instruments and documents reasonably requested by such Purchaser.

               (c) The obligation of the Company to consummate the Rollover
Transactions shall be subject to the delivery by each Purchaser to the
Company of any document, instrument or certificate required to be delivered
by such Purchaser pursuant to the Rollover Transaction Documents.

          6.3. Failure to Consummate the Rollover Transactions.
Notwithstanding anything herein to the contrary, if the Company shall fail
to consummate the Rollover Transactions described in Section 6.1 for any
reason whatsoever, then the Company's sole liability to the Holder will be
the: (i) payment of the Holder's costs and expenses pursuant to Section
8.8; (ii) payment of principal and interest under this Note (and default
interest, if applicable); and (iii) execution of the Registration Rights
Agreement by the Company pursuant to Section 6.4. In addition, for the
avoidance of doubt, the Company acknowledges and agrees that the Warrants
are fully vested as of the date hereof and that they shall remain in full
force and effect even if the Rollover Transactions are not consummated for
any reason.

          6.4. Registration Rights Agreement. In the event the approval of
the Company's stockholders described in Section 4.4 shall not have been
obtained at the Company Meeting on or prior to December 31, 1999, or in the
event that the Rollover Transactions shall not have occurred on or prior to
the Rollover Date, the Company shall immediately execute the Registration
Rights Agreement attached hereto as Exhibit 6.3 (the "Registration Rights
Agreement") and deliver such executed Registration Rights Agreement by fax
to the Holder.

     7.   Interpretation.
          --------------

          7.1. Definitions.

          "$3 Warrants" shall have the meaning ascribed thereto in Section
1.4(vii).

          "$5 Warrants" shall have the meaning ascribed thereto in Section
1.4(vii).

          "Acceleration Date" shall mean the Declared Acceleration Date or
the Automatic Acceleration Date, as the case may be.

          "Action" shall have the meaning ascribed thereto in Section
8.1(b)(i).

          "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act. "Affiliate" shall also include partners of a
Person. Notwithstanding the foregoing, "Affiliate" shall not include the
limited partners of the Holder or any limited partners of a limited partner
of the Holder.

          "Automatic Acceleration Date" shall have the meaning ascribed
thereto in Section 5.2.

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

          "Business Day" shall mean any day other than a Saturday, Sunday,
or a day on which banking institutions in the State of New York are
authorized or obligated by Law or executive order to close.

          "Capital Stock" means, in the case of the Company, any and all
shares (however designated) of the capital stock of the Company now or
hereafter outstanding.

          "Capitalized Lease" shall mean, with respect to any Person, any
lease or any other agreement for the use of property which, in accordance
with generally accepted accounting principles, should be capitalized on the
lessee's or user's balance sheet.

          "Capitalized Lease Obligation" of any Person shall mean and
include, as of any date as of which the amount thereof is to be determined,
the amount of the liability capitalized or disclosed (or which should be
disclosed) in a balance sheet of such Person in respect of a Capitalized
Lease of such Person.

          "Change of Control" shall mean

                    (a) the acquisition by any individual, entity or group
          (within the meaning of Section 13(d)(3) or 14(d)(2) of the
          Exchange Act) of beneficial ownership (within the meaning of Rule
          13d-3 promulgated under the Exchange Act) of 30% or more of the
          combined voting power of the then outstanding Voting Securities
          of the Company, but excluding, for this purpose, any such
          acquisition by (i) the Company or any Subsidiary), (ii) any
          Benefit Plan (or related trust) of the Company or any Subsidiary
          or (iii) the Holder or any of its Affiliates or in connection
          with the Rollover Transactions; or

                    (b) the Incumbent Board shall cease for any reason to
          constitute at least 50% of the members of the Board.

          "Collateral" means all real and personal property and interests
in real and personal property including, without limitation, Intellectual
Property, rights under leases and royalty rights and agreements, now owned
or hereafter acquired by the Company or its Subsidiaries in or upon which a
Lien is granted or made under the Collateral Documentation.

          "Collateral Documentation" means the Security Agreement, the
Financing Statements, and all other deeds of trust, assignments,
endorsements, pledged stock, collateral assignments and other instruments,
documents, agreements or conveyances at any time creating or evidencing
Liens or assigning Liens to the Holder, to secure the obligations of the
Company or any of its Subsidiaries under this Note and the Registration
Rights Agreement.

          "Common Stock" shall mean the Common Stock, no par value, of the
Company.

          "Company" shall have the meaning ascribed thereto in the
Preamble.

          "Company Meeting" shall have the meaning ascribed thereto in
Section 4.4.

          "Contracts" shall mean all agreements, contracts, leases,
purchase orders, arrangements, commitments and licenses to which the
Company or any of its Subsidiaries is a party or by which the Company or
any of its Subsidiaries is bound.

          "Convertible Note Purchase Agreement" shall have the meaning
ascribed thereto in Section 6.1.

          "Convertible Note Security Agreement" shall have the meaning
ascribed thereto in Section 6.1.

          "Debentures" shall have the meaning ascribed thereto in the
Subscription Agreement.

          "Declared Acceleration Date" shall have the meaning ascribed
thereto in Section 5.2.

          "Default" shall have the meaning ascribed thereto in Section 5.1.

          "Due Date" shall mean the earlier of the Maturity Date and the
Acceleration Date, as applicable.

          "Environmental Laws" means any and all Laws, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or
the release of any materials into the environment, including but not
limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

          "Equity Interests" means any capital stock, partnership interest,
joint venture interest or other equity interest or warrants, options or
other rights to acquire any capital stock, partnership interest, joint
venture interest or other equity interest.

          "Equity Securities" shall mean with respect to any Person, shares
of capital stock or other equity interest of such Person, and any rights,
options or warrants to purchase stock or other securities exchangeable for
or convertible into capital stock of or other equity interest in the
Company.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "Event of Default" shall have the meaning ascribed thereto in
Section 5.1.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of
the SEC thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Exchange Act of 1934,
as amended, shall include reference to the comparable section, if any, of
any such successor federal statute.

          "Financing Statements" means Form UCC-1 financing statements to
be filed in all jurisdictions necessary or desirable in order to perfect
the Holder's security interest in the Collateral and shall include any Form
UCC-1 financing statements assigned to the Holder and filings to be made in
the U.S. Patent and Trademark Office and the U.S. Copyright Office.

          "GAAP" shall mean U.S. generally accepted accounting principles.

          "Governmental Entity" shall mean any supernational, national,
foreign, federal, state or local judicial, legislative, executive,
administrative or regulatory or self-regulatory body or authority.

          "Guaranty" or "Guarantee" by any Person shall mean all
obligations (other than endorsements in the ordinary course of business of
negotiable instruments for deposit or collection) of any Person
guaranteeing, or in effect guaranteeing, any Indebtedness, dividend or
other obligation of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, including, without limitation, all
obligations incurred through an agreement, contingent or otherwise, by such
Person: (i) to purchase such Indebtedness or obligation or any property or
assets constituting security therefor, (ii) to advance or supply funds (x)
for the purchase or payment of such Indebtedness or obligation, (y) to
maintain working capital or other balance sheet condition or otherwise to
advance or make available funds for the purchase or payment of such
Indebtedness or obligation, (iii) to lease property or to purchase
securities or other property or services primarily for the purpose of
assuring the owner of such Indebtedness or obligation of the ability of the
primary obligor to make payment of such Indebtedness or obligation, or (iv)
otherwise to assure the owner of the Indebtedness or obligation of the
primary obligor against loss in respect thereof. For the purposes of any
computations made under this Note, a Guarantee in respect of any
Indebtedness for borrowed money shall be deemed to be Indebtedness equal to
the outstanding amount of the Indebtedness for borrowed money which has
been guaranteed, and a Guarantee in respect of any other Liability or any
dividend shall be deemed to be Indebtedness equal to the maximum aggregate
amount of such Liability or dividend.

          "Holder" shall have the meaning ascribed thereto in the Preamble.

          "Incumbent Board" shall mean the individuals who, immediately
after the Closing, constitute the Board of Directors; provided, however,
that any individual becoming a director subsequent to the Closing whose
election, or nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be deemed to be a member of the Incumbent Board

          "Indebtedness" shall mean, with respect to any Person, (i) all
obligations of such Person for borrowed money, or with respect to deposits
or advances of any kind, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, (iii) all obligations of
such Person under conditional sale or other title retention agreements
relating to property purchased by such Person, (iv) all obligations of such
Person issued or assumed as the deferred purchase price of property or
services (other than accounts payable to suppliers and similar accrued
liabilities incurred in the ordinary course of business and paid in a
manner consistent with industry practice), (v) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any lien or security
interest on property owned or acquired by such Person whether or not the
obligations secured thereby have been assumed, (vi) all Capitalized Lease
Obligations of such Person, (vii) all Guarantees of such Person, (viii) all
obligations (including but not limited to reimbursement obligations)
relating to the issuance of letters of credit for the account of such
Person, (ix) all obligations arising out of foreign exchange contracts, and
(x) all obligations arising out of interest rate and currency swap
agreements, cap, floor and collar agreements, interest rate insurance,
currency spot and forward contracts and other agreements or arrangements
designed to provide protection against fluctuations in interest or currency
exchange rates.

          "Indemnified Person" shall have the meaning ascribed thereto in
Section 8.1(b).

          "Intellectual Property" means (a) Patents, (b) all trademarks,
service marks, trade dress, logos, trade names, domain names and corporate
names, together with all translations, adaptations, derivations and
combinations thereof and including all goodwill associated therewith, and
all applications, registrations and renewals in connection therewith, (c)
all copyrightable works, all copyrights and all applications, registrations
and renewals in connection therewith, (d) all mask works and all
applications, registrations and renewals in connection therewith, (e) all
trade secrets and confidential business information (including ideas,
research and development, know-how, formulas, compositions, manufacturing
and production processes and techniques, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost information
and business and marketing plans and proposals), (f) all computer software
(including data and related documentation), (g) all other proprietary
rights, (h) all copies and tangible embodiments of the foregoing (in
whatever form or medium) and (i) all licenses, sublicenses, permissions or
agreements in connection with the foregoing.

          "Law" shall include any foreign, federal, state, or local law,
statute, rule, regulation, Order or other restriction of any court or other
Governmental Entity.

          "Liability" shall mean any debt, liability or obligation, whether
known or unknown, asserted or unasserted, accrued, absolute, contingent or
otherwise, whether due or to become due.

          "Lien" means, with respect to any Person, any mortgage, lien,
pledge, charge, security interest or other encumbrance, or any interest or
title of any vendor, lessor, lender or other secured party to or of such
Person under any conditional sale or other title retention agreement or
Capital Lease, upon or with respect to any property or asset of such Person
(including in the case of stock, stockholder agreements, voting trust
agreements and all similar arrangements).

          "Litigation" shall mean any claim, demand, notice, action, suit,
proceeding, arbitration, investigation, civil, criminal or administrative
action, audit, inquiry or hearing by or before any Governmental Entity or
private arbitration tribunal.

          "Material Adverse Effect" shall mean a material adverse effect on
(a) the properties, business, prospects, operations, earnings, assets,
Liabilities or the condition (financial or otherwise) of the Company and
its Subsidiaries taken as a whole, whether or not in the ordinary course of
business, (b) the ability of the Company or any of its Subsidiaries to
perform its obligations under any of the Transaction Documents to which it
is a party, (c) the validity or enforceability of any of the Transaction
Documents, (d) the rights, remedies, powers and privileges of the Holder
under any of the Transaction Documents or (e) the timely payment or
performance of the Secured Obligations.

          "Maturity Date" shall mean the earlier of December 31, 1999 and
the Rollover Date.

          "Order" shall mean any judgment, order, injunction, ruling,
decree, stipulation or award of any Governmental Entity or private
arbitration tribunal.

          "Patents" shall mean, collectively, (a) all inventions (whether
patentable or unpatentable and whether or not reduced to practice) and all
improvements thereon, (b) all patents, patent applications and patent
disclosures, (c) all reissues, divisions, continuations, revisions
reexaminations, renewals, extensions and continuations-in-part thereof) and
(d) all rights, now existing or hereafter coming into existence, (i) to all
income, royalties, damages, and other payments (including in respect of all
past, present and future infringements) now or hereafter due or payable
under or with respect to any of the foregoing, (ii) to sue for all past,
present and future infringements with respect to any of the foregoing and
(iii) otherwise accruing under or pertaining to any of the foregoing
throughout the world, including all inventions and improvements described
or discussed in all such patents and patent applications.

          "Permitted Indebtedness" means, without duplication, any of the
following Indebtedness of the Company or any of its Subsidiaries, as the
case may be: (i) Indebtedness and obligations under this Note; (ii) any
Indebtedness and obligations outstanding on the date hereof, as set forth
on Schedule 4.1; or (iii) Indebtedness incurred in the ordinary course of
business and consistent with past practice not to exceed $10,000
individually or in the aggregate.

          "Permitted Liens" means: (i) Liens existing on the date hereof
and set forth on Schedule 4.2, all of which are subordinate to the Lien of
the Collateral Documentation except as set forth in Schedule 4.2; (ii)
Liens (other than any Lien imposed under ERISA or any Environmental Laws)
for taxes, assessments or charges of any Governmental Entity for claims not
yet due or which are being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted, and with respect
to which adequate reserves or other appropriate provisions are being
maintained in accordance with the provisions of GAAP and enforcement
thereof is stayed; (iii) Liens of landlords, carriers, warehousemen,
mechanics, materialmen and other Liens (other than any Lien imposed under
ERISA) not voluntarily granted for amounts not yet due or which are being
contested in good faith by appropriate proceedings promptly instituted and
diligently conducted, and with respect to which adequate reserves or other
appropriate provisions are being maintained in accordance with the
provisions of GAAP, and enforcement thereof is stayed; (iv) Liens (other
than any Lien imposed under ERISA), incurred or deposited made in the
ordinary course of business, including without limitation, surety bonds and
appeal bonds, in connection with workers' compensation, unemployment
insurance and other types of social security benefits or to secure the
performance of tenders, bids, leases, contracts (other than for the
repayment of indebtedness), statutory obligations and other similar
obligations or arising as a result of progress payments under government
contracts; (v) easements (including without limitation reciprocal easement
agreements and utility agreements), rights-of-way, covenants, consents,
reservations, encroachments, variations and other similar restrictions,
charges or encumbrances (whether or not recorded) and other Liens incurred
in the ordinary course of business, which do not secure indebtedness or the
deferred purchase price of any asset and which do not interfere materially
with the ordinary conduct of the business of the Company or any Subsidiary
of the Company and which do not materially detract from the value of the
property to which they attach or materially impair the use thereof to the
Company or any Subsidiary of the Company; and (vi) building restrictions,
zoning laws and other statutes, laws, rules, regulations, ordinances and
restrictions, and any amendments thereto, now or at any time hereafter
adopted by any Governmental Entity having jurisdiction.

          "Person" shall mean any individual, firm, corporation, limited
liability company, partnership, company or other entity, and shall include
any successor (by merger or otherwise) of such entity.

          "Preferred Stock" shall have the meaning ascribed thereto in
Section 3.3.

          "Proxy Statement" shall mean the proxy statement in a definitive
form relating to the Company Meeting.

          "Put Option" shall have the meaning ascribed thereto in the
Subscription Agreement.

          "Purchaser" shall mean the purchasers listed on Exhibit A to the
Convertible Note Purchase Agreement.

          "Registration Rights Agreement" shall have the meaning ascribed
thereto in Section 6.3.

          "Representatives" shall have the meaning ascribed thereto in
Section 4.10.

          "Restricted Encumbrance" shall have the meaning ascribed thereto
in Section 4.2.

          "Rollover Date" shall have the meaning ascribed thereto in
Section 6.1.

          "Rollover Registration Rights Agreement" shall have the meaning
ascribed
thereto in Section 6.1.

          "Rollover Transactions" shall mean the transactions contemplated
by Section 6 of this Note.

          "Rollover Transaction Documents" shall mean the Convertible Note
Purchase Agreement, the Rollover Warrant, the Rollover Registration Rights
Agreement, the Convertible Note Security Agreement and any documents and
instruments required to be executed or delivered pursuant to any of the
foregoing agreements.

          "Rollover Warrant" shall have the meaning ascribed thereto in
Section 6.1.

          "SEC" shall mean the United States Securities and Exchange
Commission.

          "SEC Reports" shall have the meaning ascribed thereto in Section
3.4.

          "Secured Obligations" shall mean any and all obligations of the
Company or any of its Subsidiaries at any time and from time to time for
the performance of its agreements, covenants and undertakings under or in
respect of the Transaction Documents to which it is a party.

          "Securities Act" shall mean the Securities Act of 1933, as
amended, or any successor federal statute, and the rules and regulations of
the SEC thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Act shall include
reference to the comparable section, if any, of such successor federal
statute.

          "Security Agreement" shall mean the agreement, dated as of the
date hereof, between Appaloosa Investment Limited Partnership I, L.P. and
the Company, providing for a security interest in the Collateral.

          "Shares" shall have the meaning ascribed thereto in Section 6.1.

          "Subscription Agreement" shall mean the Subscription Agreement,
dated as of April 21, 1999, by and among the Company and certain
subscribers thereto.

          "Subsidiary" means, with respect to any Person, (i) a corporation
a majority of whose capital stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly,
owned by such Person, by one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries thereof, (ii) any other Person (other
than a corporation), including without limitation a joint venture, in which
such Person, one or more Subsidiaries thereof or such Person and one or
more Subsidiaries thereof, directly or indirectly, at the date of
determination thereof, has at least majority ownership interest entitled to
vote in the election of directors, managers or trustees thereof (or other
Persons performing similar functions), (iii) the management of which is
otherwise controlled, directly or indirectly, by such Person or (iv) any
other Person required to be consolidated with such Person in accordance
with generally accepted accounting principles. For purposes of this
definition (and for the determination of whether or not a Subsidiary is a
wholly-owned Subsidiary of a Person), any directors' qualifying shares or
investment by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.

          "Transaction Documents" shall mean this Note, the Warrants, the
Security Agreement, the Voting Agreement and the Registration Rights
Agreement.

          "Transfer" shall have the meaning ascribed thereto in 4.9.

          "Voting Securities" shall mean at any time shares of any class of
Capital Stock of the Company (or other corporation) which are then entitled
to vote generally in the election of directors of the Company (or such
other corporation).

          "Warrants" shall have the meaning ascribed thereto in Section
2(f).

          7.2. Accounting Principles. The character or amount of any asset,
liability, capital account or reserve and of any item of income or expense
required to be determined pursuant to this Note, and any consolidation or
other accounting computation required to be made pursuant to this Note, and
the construction of any definition in this Note containing a financial
term, shall be determined or made, as the case may be, in accordance with
GAAP, to the extent applicable, unless such principles are inconsistent
with the express requirements of this Note.

     8.   Miscellaneous.
          -------------

          8.1. Payment; Indemnity; Taxes. (a) If the date on which any
payment under this Note is required to be made occurs on a day other than a
Business Day, such payment shall be due and payable on the next succeeding
Business Day.

          (b) (i) The Company and its Subsidiaries shall jointly and
severally indemnify and hold harmless the Holder and its Representatives
(each, an "Indemnified Person") from and against any and all suits,
actions, proceedings, claims (collectively, "Actions"), damages, losses,
Liabilities and out-of-pocket expenses (including reasonable attorneys'
fees and disbursements and other costs of investigation or defense,
including those incurred upon any appeal) which may be instituted or
asserted against or incurred by any such Indemnified Person as the result
of credit having been extended, suspended or terminated under this Note and
the other Transaction Documents and the administration of such credit, and
in connection with or arising out of the transactions contemplated
hereunder and thereunder and any actions or failures to act in connection
therewith.

               (ii) Upon receipt by any Indemnified Person of any Action
against such Indemnified Person with respect to which indemnity may be
sought under this Note or any other Transaction Document, such Indemnified
Person shall promptly notify the Company in writing, provided that failure
so to notify the Company shall not relieve the Company from any liability
which the Company may have on account of this indemnity or otherwise,
except to the extent the Company shall have been materially prejudiced by
such failure. The Company shall, at its option, assume the defense of any
Action including the employment of counsel reasonably satisfactory to the
Indemnified Person. Any Indemnified Person shall have the right to employ
separate counsel in any such action and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person, unless: (i) the Company has failed promptly to assume
the defense and employ counsel or (ii) the named parties to such Action
(including any impleaded parties) include such Indemnified Person and the
Company, and such Indemnified Person and the Company shall have been
advised by counsel that there may be one or more legal defenses available
to it which are different from or in addition to those available to the
Company or there is or may be a conflict between the Company and any
Indemnified Person (in which case the Company may not assume the defense).
In the event that any Indemnified Person shall become entitled to separate
counsel under this Note or any other Transaction Document, the Company
shall not in such event be responsible hereunder for the fees and expenses
of more than one firm of separate counsel in connection with any Action in
the same jurisdiction, in addition to any local counsel. In addition, the
Company will not, without prior written consent of the Indemnified Person,
settle, compromise or consent to the entry of any judgment in or otherwise
seek to terminate any pending or threatened Action in which indemnification
may be sought hereunder (whether or not any Indemnified Person is a party
thereto) unless such settlement, compromise, consent or termination
includes an unconditional release of such Indemnified Person from all
liabilities and expenses arising out of such Action.

          (c) The Company shall bear all sales, documentary, transfer,
stamp or other similar taxes and all filing fees and expenses incurred in
connection with the transactions contemplated by this Note and shall
indemnify and hold harmless each Indemnified Purchaser from and against any
such taxes.

          8.2. Severability. If any term, provision, covenant or
restriction of this Note or any exhibit hereto is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of this Note and such
exhibits shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. It is hereby stipulated and declared to
be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such
which may be hereafter declared invalid, void or unenforceable.

          8.3. Specific Enforcement. The Holder, on the one hand, and the
Company, on the other, acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Note were not
performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the Holder shall be entitled to an
injunction to prevent breaches of the provisions of this Note and to
enforce specifically the terms and provisions hereof in any court of the
United States or any state thereof having jurisdiction, this being in
addition to any other remedy to which they may be entitled at Law or
equity.

          8.4. Entire Agreement. The Transaction Documents (including the
Schedules and Exhibits hereto and thereto) contain the entire understanding
of the parties with respect to the transactions contemplated hereby and
thereby.

          8.5. Notices and other Communications. All notices, consents,
requests, instructions, approvals, financial statements, proxy statements,
reports and other communications provided for herein shall be deemed given,
if in writing and delivered personally, by telecopy or sent by registered
mail, postage prepaid, if to:

          The Company, to:

          129 Reservoir Road
          Vernon, CT 06066
          Attention: Carl Sahi
          Fax: (860) 870-6118

          With a copy to:

          Pepe & Hazard LLP
          Goodwin Square
          Hartford, CT 06103
          Attention: Walter W. Simmers, Esq.
          Fax: (860) 522-2796

          The Holder, to:

          c/o Appaloosa Management, L.P.
          26 Main Street, 1st Floor
          Chatham, New Jersey  07928
          Attention: Mr. James Bolin
          Fax: (973) 701-7055

          With a copy to:

          Fried, Frank, Harris, Shriver & Jacobson
          One New York Plaza
          New York, NY  10004
          Attention: Robert C. Schwenkel, Esq.
          Fax: (212) 859-4000

or to such other address as any party may, from time to time, designate in
a written notice given in a like manner.

          8.6. Successors and Assigns. All covenants and agreements
contained herein shall bind and inure to the benefit of the Holder and its
respective successors and assigns. The Company many not assign this Note
without the written consent of the Holder.

          8.7. Amendments. No amendment or waiver of any provision of this
Note, nor consent to any departure by the Company therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Holder and then such amendment, waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

          8.8. Expenses. The Company agrees to promptly (but in no event
later than 2 business days) pay the Holder all costs and expenses
(including the fees and expenses of its counsel) incurred by it in
connection with the transactions contemplated hereby (to the extent not
already paid by the Company on the date hereof) and the Rollover
Transactions (regardless of whether the Rollover Transactions are
consummated) upon the earlier to occur of (i) the prepayment of the entire
outstanding principal amount of the Note in accordance Section 1.3 and (ii)
the Due Date. In addition, the Company agrees to pay to the Holder all
reasonable costs and expenses incurred by such Holder relating to any
future amendment or supplement to any of the Transaction Documents (or any
proposal by the Company for such amendment or supplement) whether or not
consummated or any waiver or consent with respect thereto (or any proposal
for such waiver or consent) whether or not consummated, and all costs and
expenses of such Holder relating to the enforcement of any of the
Transaction Documents

          8.9 Survival. All covenants, agreements, representations and
warranties contained herein in connection with the transactions
contemplated hereby shall survive the date hereof and the delivery of the
Transaction Documents, regardless of any investigation made by or on behalf
of any party; provided, that, all covenants, agreements, representations
and warranties contained herein shall terminate when this Note and any
amounts due hereunder have been indefeasibly repaid in full; provided,
however, that notwithstanding anything to the contrary contained herein,
Sections 6.3, 8.1(b), 8.2, 8.3, 8.4, 8.5 and 8.8 shall survive forever.

          8.10. Public Announcements. Neither the Company nor the Holder
shall make any public statements, including, without limitation, any press
releases, with respect to this Note or the other Transaction Documents and
the transactions contemplated hereby or thereby without the prior written
consent of the other party (which consent shall not be unreasonably
withheld) except as may be required by Law. If a public statement is
required to be made by Law, the parties shall consult with each other in
advance as to the contents and timing thereof.

          8.11. Governing Law. thIS NOTE AND THE OTHER TRANSACTION
DOCUMENTS shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of NEW
YORK EXCluding choice-of-law principles of the law of such State that would
require the application of the laws of a jurisdiction other than such
State.

          8.12. Submission to Jurisdiction. If any Litigation shall be
brought by the Holder in order to enforce any right or remedy under this
Note or any of the other Transaction Documents, the Company hereby consents
and will submit, and will cause each of its Subsidiaries to submit, to the
jurisdiction of any state or federal court of competent jurisdiction
sitting within the area comprising the Southern District of New York on the
date of this Note. The Company hereby irrevocably waives any objection,
including, but not limited to, any objection to the laying of venue or
based on the grounds of forum non conveniens, which it may now or hereafter
have to the bringing of any such Litigation in such jurisdiction.

          8.13. Service of Process. Nothing herein shall affect the right
of the Holder to serve process in any other manner permitted by Law or to
commence legal proceedings or otherwise proceed against the Company in any
other jurisdiction.

          8.14. Waiver of Jury Trial. The Company hereby waives any right
it may have to a trial by jury in respect of any action, proceeding or
litigation directly or indirectly arising out of, under or in connection
with, THIS NOTE OR ANY OF THE OTHER TRANSACTION DOCUMENTS
<PAGE>
          IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed as of the date first above written.



                                      BIO-PLEXUS, INC.



                                      By: /s/ Carl Sahi
                                         ------------------------------
                                         Name:  Carl Sahi
                                         Title: President & CEO

                                                            Exhibit 3








                                  WARRANT

                   To Purchase Shares of Common Stock of

                              BIO-PLEXUS, INC.

                           At a Purchase Price of
                              $3.00 per Share
                 (Subject to Adjustment as Provided herein)












                   No. of Shares of Common Stock: __________
<PAGE>




                             TABLE OF CONTENTS
                             -----------------

Section                                                                Page
- -------                                                                ----

1. DEFINITIONS                                                             1
- ----------------------------------------------------------------------------


2. EXERCISE OF WARRANT                                                     4
- ----------------------------------------------------------------------------

2.1.  MANNER OF EXERCISE.                                                  4
2.2.  PAYMENT OF TAXES.                                                    5
2.3.  FRACTIONAL SHARES.                                                   5


3. TRANSFER, DIVISION AND COMBINATION                                      5
- ----------------------------------------------------------------------------

3.1.  TRANSFER.                                                            5
3.2.  DIVISION AND COMBINATION.                                            5
3.3.  EXPENSES.                                                            6
3.4.  MAINTENANCE OF BOOKS.                                                6


4. ADJUSTMENTS                                                             6
- ----------------------------------------------------------------------------

4.1.  STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS.                      6
4.2.  CERTAIN OTHER DISTRIBUTIONS.                                         6
4.3.  ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.                       7
4.4.  ISSUANCE OF WARRANTS OR OTHER RIGHTS.                                8
4.5.  ISSUANCE OF CONVERTIBLE SECURITIES.                                  9
4.6.  SUPERSEDING ADJUSTMENT.                                              9
4.7.  OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION.      10
4.8.  REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
        DISPOSITION OF ASSETS.                                            12
4.9.  OTHER ACTION AFFECTING COMMON STOCK.                                12
4.10. CERTAIN LIMITATIONS.                                                13


5. NOTICES TO WARRANT HOLDERS                                             13
- ----------------------------------------------------------------------------

5.1.  NOTICE OF ADJUSTMENTS.                                              13
5.2.  NOTICE OF CORPORATE ACTION.                                         13


6. RIGHTS OF HOLDERS                                                      14
- ----------------------------------------------------------------------------

6.1  NO IMPAIRMENT.                                                       15


7. RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH
OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY                                 15
- ----------------------------------------------------------------------------


8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS                     15
- ----------------------------------------------------------------------------


9. RESTRICTIONS ON TRANSFERABILITY                                        15
- ----------------------------------------------------------------------------

9.1.  RESTRICTIVE LEGEND.                                                 16
9.2.  NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION.            16


10. REDEMPTION                                                            17
- ----------------------------------------------------------------------------


11. SUPPLYING INFORMATION                                                 17
- ----------------------------------------------------------------------------


12. LOSS OR MUTILATION                                                    17
- ----------------------------------------------------------------------------


13. LIMITATION OF LIABILITY                                               17
- ----------------------------------------------------------------------------


14. MISCELLANEOUS                                                         18
- ----------------------------------------------------------------------------

14.1.  NONWAIVER AND EXPENSES.                                            18
14.2.  NOTICE GENERALLY.                                                  18
14.3.  REMEDIES.                                                          18
14.4.  SUCCESSORS AND ASSIGNS.                                            19
14.5.  AMENDMENT.                                                         19
14.6.  SEVERABILITY.                                                      19
14.7.  HEADINGS.                                                          19
14.8.  ROLLOVER TRANSACTIONS.                                             19
14.9.  GOVERNING LAW.                                                     19
<PAGE>
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS
OF SUCH ACT OR SUCH LAWS


No. of Shares of Common Stock: ________

                                  WARRANT

                   To Purchase Shares of Common Stock of

                              BIO-PLEXUS, INC.


          THIS IS TO CERTIFY THAT _________________, or its registered
assigns (the "Holder"), is entitled, at any time prior to the Expiration
Date (as hereinafter defined), to purchase from BIO-PLEXUS, INC., a
Connecticut corporation (the "Company"), ________ (subject to adjustment as
provided herein) shares of Common Stock (as hereinafter defined), in whole
or in part, at a purchase price of $3.00 per share (subject to adjustment
as provided herein), all on the terms and conditions and pursuant to the
provisions hereinafter set forth.


1.   DEFINITIONS

          As used in this Warrant, the following terms have the respective
meanings set forth below:

          "Additional Shares of Common Stock" shall mean all shares of
Common Stock issued by the Company after the Closing Date, other than
Warrant Stock and shares of Common Stock issuable upon the conversion of
the Convertible Notes issued under the Convertible Note Purchase Agreement.

          "Average Market Price" shall mean, in respect of any share of
Common Stock on any date herein specified, the daily volume weighted
average sale price per share of Common Stock for such date. The closing
price for each day shall be the last quoted sale price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of
Securities Dealers, Inc., Automated Quotation System or such other system
then in use, or, if on any such date the Common Stock or such other
securities are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker
making a market in the Common Stock selected by the Board of Directors of
the Company. If the Common Stock is listed or admitted to trading on a
national securities exchange, the closing price shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the Common Stock is not listed or admitted to trading on
the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the
principal national securities exchange on which the Common Stock is listed
or admitted to trading.

          "Business Day" shall mean any day that is not a Saturday or
Sunday or a day on which banks are required or permitted to be closed in
the State of New York.

          "Capital Stock" means, in the case of the Company, any and all
shares (however designated) of the capital stock of the Company now or
hereafter outstanding.

          "Closing Date" shall mean October 21, 1999.

          "Commission" shall mean the Securities and Exchange Commission or
any other federal agency then administering the Securities Act and other
federal securities laws.

          "Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, no par value, of the Company as constituted on
the Closing Date, and any capital stock into which such Common Stock may
thereafter be changed, and shall also include (i) capital stock of the
Company of any other class (regardless of how denominated) issued to the
holders of shares of Common Stock upon any reclassification thereof and
(ii) shares of common stock of any successor or acquiring corporation (as
defined in Section 4.8) received by or distributed to the holders of Common
Stock of the Company in the circumstances contemplated by Section 4.8.

          "Convertible Notes" shall mean the notes to be issued pursuant to
the Convertible Note Purchase Agreement (as defined in the Note).

          "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable or exercisable, with or without payment of additional
consideration in cash or property, for Additional Shares of Common Stock,
either immediately or upon the occurrence of a specified date or a
specified event.

          "Current Market Price" shall mean, in respect of any share of
Common Stock on any date herein specified, the average of the Average
Market Price for the twenty Business Days ending five days prior to such
date.

          "Current Warrant Price" shall mean, in respect of a share of
Common Stock at any date herein specified, the price at which a share of
Common Stock may be purchased pursuant to this Warrant on such date. The
Current Warrant Price as of the date of the issuance of this Warrant is $3;
provided, however, that upon the earlier of (i) the closing of the Rollover
Transactions (as defined in the Note) and (ii) the anniversary of the
issuance of this Warrant, the Current Warrant Price shall automatically be
increased to $5 (as appropriately adjusted to give effect to any
anti-dilution adjustments made to the Current Warrant Price prior to the
occurrence of any increase in the Current Warrant Price as provided
herein).

          "Expiration Date" shall mean a date which is five years from the
issuance of this Warrant.

          "Holder" shall mean the Person in whose name this Warrant is
registered on the books of the Company maintained for such purpose.
"Holders" shall mean, collectively, each Holder of a Warrant, in the event
of any division of this Warrant.

          "Majority Holders" shall mean the holders of Warrants exercisable
for in excess of 50% of the aggregate number of shares of Warrant Stock
then purchasable upon exercise of all Warrants.

          "Note" shall mean the 7.5% Secured Note issued by the Company to
the Holder on the Closing Date.

          "Other Property" shall have the meaning set forth in Section 4.8.

          "Outstanding" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be
determined, all issued shares of Common Stock, except shares then owned or
held by or for the account of the Company or any subsidiary thereof, and
shall include all shares issuable in respect of outstanding scrip or any
certificates representing fractional interests in shares of Common Stock.
For the purposes of Sections 4.3, 4.4, 4.5, 4.6 and 4.7, Common Stock
Outstanding shall include all shares of Common Stock issuable in respect of
options or warrants to purchase, or securities convertible into, shares of
Common Stock, the exercise or conversion price of which is less than the
Current Market Price as of any date on which the number of shares of Common
Stock Outstanding is to be determined.

          "Permitted Issuances" shall mean issuances of shares of Common
Stock and upon exercise of the warrants and options and other convertible
securities, in each case listed on Schedule 1.

          "Person" shall mean any individual, firm, corporation,
partnership or other entity, and shall include any successor by merger or
otherwise of such entity.

          "Restricted Common Stock" shall mean shares of Common Stock which
are, or which upon their issuance on the exercise of this Warrant would be,
evidenced by a certificate bearing the restrictive legend set forth in
Section 9.1(a).

          "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

          "Security" or "Securities" shall mean any equity or debt security
of the Company (including, without limitation, subscriptions, options,
warrants, rights, stock-based or stock-related awards or convertible or
exchangeable securities to which the Company is a party or by which the
Company may be bound of any character relating to, or obligating the
Company to issue, grant, award, transfer or sell any issued or unissued
shares of the Company's Capital Stock or other securities of the Company).

          "Trading Day" means a Business Day or, if the Common Stock is
listed or admitted to trading in any national securities exchange, a day on
which such exchange is open for the transaction of business.

          "Transfer" shall mean any disposition of any Warrant or Warrant
Stock or of any interest in either thereof, which would constitute a sale
thereof within the meaning of the Securities Act.

          "Transfer Notice" shall have the meaning set forth in Section
9.2.

          "Warrants" shall mean this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for, any thereof.
All Warrants shall at all times be identical as to terms and conditions and
date, except as to the number of shares of Common Stock for which they may
be exercised.

          "Warrant Stock" shall mean the shares of Common Stock purchased
by the holders of the Warrants upon the exercise thereof.

2.   EXERCISE OF WARRANT

     2.1. MANNER OF EXERCISE. At any time or from time to time from and
after the Closing Date and until 5:00 P.M., New York time, on the
Expiration Date, Holder may exercise this Warrant, on any Business Day, for
all or any part of the number of shares of Common Stock purchasable
hereunder.

          In order to exercise this Warrant, in whole or in part, Holder
shall deliver to the Company at its principal office at 129 Reservoir Road,
Vernon, CT 06066 (i) a written notice of Holder's election to exercise this
Warrant, which notice shall specify the number of shares of Common Stock to
be purchased, (ii) payment of the aggregate Current Warrant Price for such
shares and (iii) this Warrant. Such notice shall be substantially in the
form appearing at the end of this Warrant as Exhibit A, duly executed by
Holder. Thirty days after receipt of the items specified in the second
preceding sentence, the Company shall execute or cause to be executed and
deliver or cause to be delivered to Holder a certificate or certificates
representing the aggregate number of full shares of Common Stock issuable
upon such exercise, together with cash in lieu of any fraction of a share,
as hereinafter provided. The stock certificate or certificates so delivered
shall be in such denomination or denominations as Holder shall request in
the notice and shall be registered in the name of Holder or, subject to
Section 9, such other name as shall be designated in the notice. This
Warrant shall be deemed to have been exercised and such certificate or
certificates shall be deemed to have been issued, and Holder or any other
Person so designated shall be deemed to have become a holder of record of
such shares for all purposes, as of the date which is thirty days after the
date of the notice, together with the Current Warrant Price and this
Warrant, are received by the Company as described above. If this Warrant
shall have been exercised in part, the Company shall, at the time of
delivery of the certificate or certificates representing Warrant Stock,
deliver to Holder a new Warrant evidencing the right of Holder to purchase
the unpurchased shares of Common Stock called for by this Warrant, which
new Warrant shall in all other respects be identical with this Warrant, or,
at the request of Holder, appropriate notation may be made on this Warrant
and the same returned to Holder.

     Payment of the Current Warrant Price shall be made at the option of
Holder by (i) certified or official bank check or (ii) wire transfer of
immediately available funds.

     2.2. PAYMENT OF TAXES. All shares of Common Stock issuable upon the
exercise of this Warrant shall be validly issued, fully paid and
nonassessable. The Company shall pay all expenses in connection with, and
all taxes (other than income taxes or capital gain tax of the Holder) and
other governmental charges that may be imposed with respect to, the issue
or delivery thereof.

     2.3. FRACTIONAL SHARES. The Company shall not be required to issue a
fractional share of Common Stock upon exercise of this Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase
upon such exercise, the Company shall pay a cash adjustment in respect of
such fraction in an amount equal to the same fraction of the Current Market
Price per share of Common Stock on the date of exercise.

3.   TRANSFER, DIVISION AND COMBINATION

     3.1. TRANSFER. Subject to compliance with Section 9, transfer of this
Warrant and all rights hereunder, in whole or in part, shall be registered
on the books of the Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of the Company referred
to in Section 2.1, together with a written assignment of this Warrant
substantially in the form of Exhibit B hereto duly executed by Holder and
funds sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required, such payment, the Company
shall, subject to Section 9, execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees and in the denomination specified
in such instrument of assignment, and shall issue to the assignor a new
Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be canceled. A Warrant, if properly assigned in
compliance with Section 9, may be exercised by a new Holder for the
purchase of shares of Common Stock without having a new Warrant issued.

     3.2. DIVISION AND COMBINATION. Subject to Section 9, this Warrant may
be divided into multiple Warrants or combined with other Warrants upon
presentation hereof at the aforesaid office or agency of the Company,
together with a written notice specifying the names and denominations in
which new Warrants are to be issued, signed by Holder. Subject to
compliance with Section 3.1 and with Section 9, as to any transfer which
may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice.

     3.3. EXPENSES. The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 3.

     3.4. MAINTENANCE OF BOOKS. The Company agrees to maintain, at its
aforesaid office, books for the registration and the registration of
transfer of the Warrants.

4.   ADJUSTMENTS

          The number of shares of Common Stock for which this Warrant is
exercisable and/or the price at which such shares may be purchased upon
exercise of this Warrant, shall be subject to adjustment from time to time
as set forth in this Section 4. The Company shall give each Holder notice
of any event described below which requires an adjustment pursuant to this
Section 4 at the time of such event.

     4.1. STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time
the Company shall:

          (a) take a record of the holders of its Common Stock for the
     purpose of entitling them to receive a dividend payable in, or other
     distribution of, Additional Shares of Common Stock,

          (b) subdivide its outstanding shares of Common Stock into a
     larger number of shares of Common Stock, or

          (c) combine its outstanding shares of Common Stock into a smaller
     number of shares of Common Stock,

then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be
adjusted to equal the number of shares of Common Stock which a record
holder of the same number of shares of Common Stock for which this Warrant
is exercisable immediately prior to the occurrence of such event would own
or be entitled to receive after the happening of such event, and (ii) the
Current Warrant Price per share shall be adjusted to equal (A) the Current
Warrant Price multiplied by the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to the adjustment divided by
(B) the number of shares for which this Warrant is exercisable immediately
after such adjustment.

     4.2. CERTAIN OTHER DISTRIBUTIONS. If at any time the Company shall
take a record of the holders of its Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:

          (a) cash,

          (b) any evidences of its indebtedness, any shares of stock or any
     other securities or property of any nature whatsoever (other than
     cash, Convertible Securities or Additional Shares of Common Stock), or

          (c) any warrants or other rights to subscribe for or purchase any
     evidences of its indebtedness, any shares of its stock or any other
     securities or property of any nature whatsoever (other than cash,
     Convertible Securities or Additional Shares of Common Stock),

then (i) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares
of Common Stock for which this Warrant is exercisable immediately prior to
such adjustment and a fraction (A) the numerator of which shall be the
Current Market Price per share of Common Stock at the date of taking such
record and (B) the denominator of which shall be such Current Market Price
per share of Common Stock minus the amount allocable to one share of Common
Stock of any such cash so distributable and of the fair value (as
determined in good faith by the Board of Directors of the Company) of any
and all such evidences of indebtedness, shares of stock, other securities
or property or warrants or other subscription or purchase rights so
distributable, and (ii) the Current Warrant Price shall be adjusted to
equal (A) the Current Warrant Price multiplied by the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to the
adjustment divided by (B) the number of shares for which this Warrant is
exercisable immediately after such adjustment. A reclassification of the
Common Stock (other than a change in par value, or from par value to no par
value or from no par value to par value) into shares of Common Stock and
shares of any other class of stock shall be deemed a distribution by the
Company to the holders of its Common Stock of such shares of such other
class of stock within the meaning of this Section 4.2 and, if the
outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination,
as the case may be, of the outstanding shares of Common Stock within the
meaning of Section 4.1.

     4.3. ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK. (a) If at any time
the Company shall (except as hereinafter provided) issue or sell any
Additional Shares of Common Stock, other than Permitted Issuances, in
exchange for consideration in an amount per Additional Share of Common
Stock less than (a) the greater of the Current Market Price per share of
Common Stock for the period of 20 Trading Days preceding the earlier of the
issuance or public announcement of the issuance of such Additional Shares
of Common Stock and (b) the Current Warrant Price at the time the
Additional Shares of Common Stock are issued, then (i) the Current Warrant
Price as to the number of shares for which this Warrant is exercisable
prior to such adjustment shall be reduced to a price determined by
multiplying the Current Warrant Price by (A) a fraction, the numerator of
which shall be the sum of (x) the number of shares of Common Stock
Outstanding immediately prior to such issue or sale multiplied by the
greater of (1) the then applicable Current Warrant Price and (2) the
Current Market Price per share of Common Stock for the period of 20 Trading
Days preceding the earlier of the issuance or public announcement of the
issuance of such Additional Shares of Common Stock (the greater of (1) and
(2) above hereinafter referred to as the "Adjustment Price") and (y) the
aggregate consideration receivable by the Company for the total number of
shares of Common Stock so issued (or into or for which the rights, warrants
or other Convertible Securities may convert or be exercisable), and the
denominator of which shall be the sum of (a) the total number of shares of
Common Stock Outstanding on such date and (b) the number of Additional
Shares issued (or into or for which the rights, warrants or convertible
securities may be converted or exercised), multiplied by the Adjustment
Price; and (ii) the number of shares of Common Stock for which this Warrant
is exercisable shall be adjusted to equal the product obtained by
multiplying the Current Warrant Price in effect immediately prior to such
issue or sale by the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such issue or sale and dividing
the product thereof by the Current Warrant Price resulting from the
adjustment made pursuant to clause (i) above. For purposes of this Section
4.3 and for the purposes of making adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Current Warrant
Price as provided in this Section 4, the aggregate consideration receivable
by the Company in connection with the issuance of shares of Common Stock or
of rights, warrants or other securities convertible into shares of Common
Stock shall be deemed to be equal to the sum of the aggregate offering
price (before deduction of underwriting discounts or commissions and
expenses payable to third parties) of all such Common Stock, rights,
warrants and convertible securities plus the aggregate amount (as
determined on the date of issuance), if any, payable upon exercise or
conversion of any such rights, warrants and convertible securities into
shares of Common Stock. If, subsequent to the date of issuance of such
rights, warrants or Convertible Securities, the exercise or conversion
price thereof is reduced, such aggregate amount shall be recalculated and
the Current Warrant Price and number of shares of Common Stock for which
the Warrant is exercisable adjusted retroactively to give effect to such
reduction. If Common Stock is sold as a unit with other securities, the
aggregate consideration received for such Common Stock shall be deemed to
be net of the Fair Market Value of such other securities.

     4.4. ISSUANCE OF WARRANTS OR OTHER RIGHTS. If at any time the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Company is the
surviving corporation) issue or sell, any warrants or other rights to
subscribe for or purchase any Additional Shares of Common Stock or any
Convertible Securities (other than Permitted Issuances), whether or not the
rights to exchange or convert thereunder are immediately exercisable, and
the price per share for which Common Stock is issuable upon the exercise of
such warrants or other rights or upon conversion or exchange of such
Convertible Securities shall be less than the greater of (1) the Current
Market Price per share of Common Stock for the period of 20 Trading Days
preceding the earlier of the issuance or public announcement of the
issuance of such Additional Shares of Common Stock, warrants or other
rights and (2) the Current Warrant Price in effect immediately prior to the
time of such issue or sale, then the number of shares for which this
Warrant is exercisable and the Current Warrant Price shall be adjusted as
provided in Section 4.3 on the basis that the maximum number of Additional
Shares of Common Stock issuable pursuant to all such warrants or other
rights or necessary to effect the conversion or exchange of all such
Convertible Securities shall be deemed to have been issued and outstanding
and the Company shall have received all of the consideration payable
therefor, if any, as of the date of the actual issuance of the number such
warrants or other rights. No further adjustments of the Current Warrant
Price shall be made upon the actual issue of such Common Stock or of such
Convertible Securities upon exercise of such warrants or other rights or
upon the actual issue of such Common Stock upon such conversion or exchange
of such Convertible Securities. Notwithstanding the foregoing, no
adjustment shall be required under this Section 4.4 solely by reason of the
issuance or distribution of stock purchase rights pursuant to a shareholder
rights plan or any other rights plan of the Company, provided that the
adjustments required by this Section 4.4 shall be made if any "flip-in" or
"flip-over" event shall occur under such stockholder rights plan.

     4.5. ISSUANCE OF CONVERTIBLE SECURITIES. If at any time the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Company is the
surviving corporation) issue or sell, any Convertible Securities (other
than Permitted Issuances), whether or not the rights to exchange or convert
thereunder are immediately exercisable, and the price per share for which
Common Stock is issuable upon such conversion or exchange shall be less
than the greater of (a) the Current Market Price per share of Common Stock
for the period of 20 Trading Days preceding the earlier of the issuance or
Public announcement of the issuance of such Convertible Securities and (b)
the Current Warrant Price in effect immediately prior to the time of such
issue or sale, then the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be adjusted as provided in
Section 4.3 on the basis that the maximum number of Additional shares of
Common Stock necessary to effect the conversion or exchange of all such
Convertible Securities shall be deemed to have been issued and outstanding
and the Company shall have received all of the consideration payable
therefor, if any, as of the date of actual issuance of such Convertible
Securities. No adjustment of the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be made under this Section
4.5 upon the issuance of any Convertible Securities which are issued
pursuant to the exercise of any warrants or other subscription or purchase
rights therefor, if any such adjustment shall previously have been made
upon the issuance of such warrants or other rights pursuant to Section 4.4.
No further adjustments of the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be made upon the actual
issue of such Common Stock upon conversion or exchange of such Convertible
Securities and, if any issue or sale of such Convertible Securities is made
upon exercise of any warrant or other right to subscribe for or to purchase
any such Convertible Securities for which adjustments of the number of
shares for which this Warrant is exercisable and the Current Warrant Price
have been or are to be made pursuant to other provisions of this Section 4,
no further adjustments of the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be made by reason of such
issue or sale.

     4.6. SUPERSEDING ADJUSTMENT. If, at any time after any adjustment of
the number of shares for which this Warrant is exercisable and the Current
Warrant Price shall have been made pursuant to Section 4.4 or Section 4.5
as the result of any issuance of warrants, rights or Convertible
Securities, such warrants or rights, or the right of conversion or exchange
in such other Convertible Securities, shall expire, and all of such
warrants or rights, or the right of conversion or exchange with respect to
all or a portion of such other Convertible Securities, as the case may be,
shall not have been exercised and no outstanding Warrant shall have been
exercised (in whole or in part), then for each outstanding Warrant such
previous adjustment shall be rescinded and annulled and the Additional
Shares of Common Stock which were deemed to have been issued by virtue of
the computation made in connection with the adjustment so rescinded and
annulled shall no longer be deemed to have been issued by virtue of such
computation.

     4.7. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION.
The following provisions shall be applicable to the making of adjustments
of the number of shares of Common Stock for which this Warrant is
exercisable and the Current Warrant Price provided for in this Section 4:

          (a) Computation of Consideration. To the extent that any
Additional Shares of Common Stock or any Convertible Securities or any
warrants or other rights to subscribe for or purchase any Additional Shares
of Common Stock or any Convertible Securities shall be issued for cash
consideration, the consideration received by the Company therefor shall be
the amount of the cash received by the Company therefor, or, if such
Additional Shares of Common Stock or Convertible Securities are offered by
the Company for subscription, the subscription price, or, if such
Additional Shares of Common Stock or Convertible Securities are sold to
underwriters or dealers for public offering without a subscription
offering, the public offering price (in any such case subtracting any
amounts paid or receivable for accrued interest or accrued dividends). To
the extent that such issuance shall be for a consideration other than cash,
then, except as herein otherwise expressly provided, the amount of such
consideration shall be deemed to be the fair value of such consideration at
the time of such issuance as determined in good faith by the Board of
Directors of the Company. In case any Additional Shares of Common Stock or
any Convertible Securities or any warrants or other rights to subscribe for
or purchase such Additional Shares of Common Stock or Convertible
Securities shall be issued in connection with any merger in which the
Company issues any securities, the amount of consideration therefor shall
be deemed to be the fair value, as determined in good faith by the Board of
Directors of the Company, of such portion of the assets and business of the
nonsurviving corporation as such Board in good faith shall determine to be
attributable to such Additional Shares of Common Stock, Convertible
Securities, warrants or other rights, as the case may be. The consideration
for any Additional Shares of Common Stock issuable pursuant to any warrants
or other rights to subscribe for or purchase the same shall be the
consideration received by the Company for issuing such warrants or other
rights plus the additional consideration payable to the Company upon
exercise of such warrants or other rights. The consideration for any
Additional Shares of Common Stock issuable pursuant to the terms of any
Convertible Securities shall be the consideration received by the Company
for issuing warrants or other rights to subscribe for or purchase such
Convertible Securities, plus the consideration paid or payable to the
Company in respect of the subscription for or purchase of such Convertible
Securities, plus the additional consideration, if any, payable to the
Company upon the exercise of the right of conversion or exchange in such
Convertible Securities. In case of the issuance at any time of any
Additional Shares of Common Stock or Convertible Securities in payment or
satisfaction of any dividends upon any class of stock other than Common
Stock, the Company shall be deemed to have received for such Additional
Shares of Common Stock or Convertible Securities a consideration equal to
the amount of such dividend so paid or satisfied.

          (b) When Adjustments to Be Made. The adjustments required by this
Section 4 shall be made whenever and as often as any specified event
requiring an adjustment shall occur, except that any adjustment of the
number of shares of Common Stock for which this Warrant is exercisable that
would otherwise be required may be postponed (except in the case of a
subdivision or combination of shares of the Common Stock, as provided for
in Section 4.1) up to, but not beyond the date of exercise if such
adjustment either by itself or with other adjustments not previously made
results in an increase or decrease of less than 1% of the shares of Common
Stock for which this Warrant is exercisable immediately prior to the making
of such adjustment. Any adjustment representing a change of less than such
minimum amount (except as aforesaid) which is postponed shall be carried
forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would
result in a minimum adjustment or on the date of exercise. For the purpose
of any adjustment, any specified event shall be deemed to have occurred at
the close of business on the date of its occurrence.

          (c) Fractional Interests. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into account
to the nearest 1/100th of a share.

          (d) When Adjustment Not Required. If the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them
to receive a dividend or distribution or subscription or purchase rights
and shall, thereafter and before the distribution to stockholders thereof,
legally abandon its plan to pay or deliver such dividend, distribution,
subscription or purchase rights, then thereafter no adjustment shall be
required by reason of the taking of such record and any such adjustment
previously made in respect thereof shall be rescinded and annulled.

          (e) Escrow of Warrant Stock. If Holder exercises this Warrant
after any property becomes distributable pursuant to this Section 4 by
reason of the taking of any record of the holders of Common Stock, but
prior to the occurrence of the event for which such record is taken, any
additional shares of Common Stock issuable upon exercise by reason of such
adjustment shall be deemed the last shares of Common Stock for which this
Warrant is exercised (notwithstanding any other provision to the contrary
herein) and such shares or other property shall be held in escrow for
Holder by the Company to be issued to Holder when and to the extent that
the event actually takes place, upon payment of the then Current Warrant
Price. Notwithstanding any other provision to the contrary herein, if the
event for which such record was taken fails to occur or is rescinded, then
such escrowed shares shall be canceled by the Company and escrowed property
returned.

          (f) Challenge to Good Faith Determination. Whenever the Board of
Directors of the Company shall be required to make a determination in good
faith of the fair value of any item under this Section 4, such
determination may be challenged in good faith by the Majority Holders, and
any dispute shall be resolved by an investment banking firm of recognized
national standing selected by the Majority Holders and acceptable to the
Company.

     4.8. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
DISPOSITION OF ASSETS. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common Stock of
the Company), or sell, transfer or otherwise dispose of all or
substantially all its property, assets or business to another corporation
and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of
the successor or acquiring corporation, or any cash, shares of stock or
other securities or property of any nature whatsoever (including warrants
or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation ("Other Property"),
are to be received by or distributed to the holders of Common Stock of the
Company, then Holder shall have the right thereafter to receive, upon
exercise of this Warrant and payment of the Current Warrant Price, the
number of shares of common stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a holder of the number of
shares of Common Stock for which this Warrant is exercisable immediately
prior to such event. In case of any such reorganization, reclassification,
merger, consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and
all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined by resolution of
the Board of Directors of the Company) in order to provide for adjustments
of shares of the Common Stock for which this Warrant is exercisable which
shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 4. For purposes of this Section 4.8, "common stock of
the successor or acquiring corporation" shall include stock of such
corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject
to redemption and shall also include any evidences of indebtedness, shares
of stock or other securities which are convertible into or exchangeable for
any such stock, either immediately or upon the arrival of a specified date
or the happening of a specified event and any warrants or other rights to
subscribe for or purchase any such stock. The foregoing provisions of this
Section 4.8 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

     4.9. OTHER ACTION AFFECTING COMMON STOCK. In case at any time or from
time to time the Company shall take any action in respect of its Common
Stock, other than any action described in this Section 4, then, unless such
action will not have a materially adverse effect upon the rights of the
Holders, the number of shares of Common Stock or other stock for which this
Warrant is exercisable and/or the purchase price thereof shall be adjusted
in such manner as may be equitable in the circumstances.

     4.10. CERTAIN LIMITATIONS. Notwithstanding anything herein to the
contrary, the Company agrees not to enter into any transaction which, by
reason of any adjustment hereunder, would cause the Current Warrant Price
to be less than the par value per share of Common Stock.

5.   NOTICES TO WARRANT HOLDERS

     5.1. NOTICE OF ADJUSTMENTS. Whenever the number of shares of Common
Stock for which this Warrant is exercisable, or whenever the price at which
a share of such Common Stock may be purchased upon exercise of the
Warrants, shall be adjusted pursuant to Section 4, the Company shall
forthwith prepare a certificate to be executed by the chief financial
officer of the Company setting forth, in reasonable detail, the event
requiring the adjustment and the method by which such adjustment was
calculated (including a description of the basis on which the Board of
Directors of the Company determined the fair value of any evidences of
indebtedness, shares of stock, other securities or property or warrants or
other subscription or purchase rights referred to in Section 4.2 or
4.7(a)), specifying the number of shares of Common Stock for which this
Warrant is exercisable and (if such adjustment was made pursuant to Section
4.8 or 4.9) describing the number and kind of any other shares of stock or
Other Property for which this Warrant is exercisable, and any change in the
purchase price or prices thereof, after giving effect to such adjustment or
change. The Company shall promptly cause a signed copy of such certificate
to be delivered to each Holder in accordance with Section 13.2. The Company
shall keep at its principal office copies of all such certificates and
cause the same to be available for inspection at said office during normal
business hours by any Holder or any prospective purchaser of a Warrant
designated by a Holder thereof.

     5.2. NOTICE OF CORPORATE ACTION. If at any time

          (a) the Company shall take a record of the holders of its Common
     Stock for the purpose of entitling them to receive a dividend (other
     than a cash dividend payable out of earnings or earned surplus legally
     available for the payment of dividends under the laws of the
     jurisdiction of incorporation of the Company) or other distribution,
     or any right to subscribe for or purchase any evidences of its
     indebtedness, any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there shall be any capital reorganization of the Company, any
     reclassification or recapitalization of the capital stock of the
     Company or any consolidation or merger of the Company with, or any
     sale, transfer or other disposition of all or substantially all the
     property, assets or business of the Company to, another corporation,
     or

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

then, in any one or more of such cases, the Company shall give to Holder
(i) at least 20 days' prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 20 days'
prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the
date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and
the amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and
the time, if any such time is to be fixed, as of which the holders of
Common Stock shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up. Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with
Section 13.2.

6.   RIGHTS OF HOLDERS

     6.1 NO IMPAIRMENT. The Company shall not by any action, including,
without limitation, amending its Certificate of Incorporation, by-laws or
comparable governing instruments or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking
of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and
(c) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may
be necessary to enable the Company to perform its obligations under this
Warrant.

          Upon the request of Holder, the Company will at any time during
the period this Warrant is outstanding acknowledge in writing, in form
reasonably satisfactory to Holder, the continuing validity of this Warrant
and the obligations of the Company hereunder.


7.   RESERVATION AND AUTHORIZATION OF COMMON STOCK;
     REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY

          From and after the Closing Date, the Company shall at all times
reserve and keep available for issue upon the exercise of Warrants such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Common Stock which shall be so issuable, when issued upon
exercise of any Warrant and payment therefor in accordance with the terms
of such Warrant, shall be duly and validly issued and fully paid and
nonassessable.

8.   TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

          In the case of all dividends or other distributions by the
Company to the holders of its Common Stock with respect to which any
provision of Section 4 refers to the taking of a record of such holders,
the Company will in each such case take such a record and will take such
record as of the close of business on a Business Day. The Company will not
at any time, except upon dissolution, liquidation or winding up of the
Company, close its stock transfer books or Warrant transfer books so as to
result in preventing or delaying the exercise or transfer of any Warrant.

9.   RESTRICTIONS ON TRANSFERABILITY

          The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in
this Section 9, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any
Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees
to be bound by the provisions of this Section 9.

     9.1. RESTRICTIVE LEGEND. Except as otherwise provided in this Section
9, each Warrant and each certificate for Warrant Stock initially issued
upon the exercise of a Warrant, and each certificate for Warrant Stock
issued to any subsequent transferee of any such certificate, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:

               "[THIS WARRANT AND THE SECURITIES REPRESENTED
          HEREBY] [THE SECURITIES REPRESENTED BY THIS
          CERTIFICATE] HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
          LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
          DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
          STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE
          REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS."

     9.2. NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to
any Transfer or attempted Transfer of any Warrants or any shares of
Restricted Common Stock, the holder of such Warrants or Restricted Common
Stock shall give ten days' prior written notice (a "Transfer Notice") to
the Company of such holder's intention to effect such Transfer, describing
the manner and circumstances of the proposed Transfer, and obtain from
counsel to such holder who shall be reasonably satisfactory to the Company,
an opinion that the proposed Transfer of such Warrants or such Restricted
Common Stock may be effected without registration under the Securities Act.
After receipt of the Transfer Notice and opinion, the Company shall, within
five days thereof, notify the holder of such Warrants or such Restricted
Common Stock as to whether such opinion is reasonably satisfactory and, if
so, such holder shall thereupon be entitled to Transfer such Warrants or
such Restricted Common Stock, in accordance with the terms of the Transfer
Notice. Each certificate, if any, evidencing such shares of Restricted
Common Stock issued upon such Transfer and each Warrant issued upon such
Transfer shall bear the restrictive legend set forth in Section 9.1, unless
in the opinion of such counsel such legend is not required in order to
ensure compliance with the Securities Act. The holder of the Warrants or
the Restricted Common Stock, as the case may be, giving the Transfer Notice
shall not be entitled to Transfer such Warrants or such Restricted Common
Stock until receipt of notice from the Company under this Section 9.2 that
such opinion is reasonably satisfactory.

     10. REDEMPTION. (a) Whenever the Average Market Price shall have
equaled or exceeded $10.00 per share during a period of 90 consecutive
trading days ending on the fifth trading day prior to the date on which the
notice contemplated by the next clause of this sentence is given, the
Company may, on 30 days' prior written notice, redeem up to half of the
Warrant at a price of $0.01 per share of Common Stock (subject to
adjustment in the event of any stock splits or other similar events as
provided in Section 4 hereof). Whenever the Average Market Price shall have
equaled or exceeded $10.00 per share during a period of 180 consecutive
trading days ending on the fifth trading day prior to the date on which the
notice contemplated by the next clause of this sentence is given, the
Company may, on 30 days' prior written notice, redeem [up to] the entire
Warrant at a price of $0.01 per share of Common Stock (subject to
adjustment in the event of any stock splits or other similar events as
provided in Section 4 hereof).

          (b) The notice of redemption shall specify (i) the redemption
price, (ii) the redemption date, which shall in no event be less than 45
days after the date of mailing of such notice, (iii) the place where this
Warrant shall be delivered and the redemption price shall be paid and (iv)
that the right to exercise the Warrant shall terminate at 5:00 p.m. (New
York time) on the Business Day immediately preceding the date fixed for
redemption.

          (c) Any right to exercise a Warrant shall terminate at 5:00 p.m.
(New York time) on the Business Day immediately preceding the Redemption
Date. The redemption price payable to the Holders shall be mailed to such
persons at their addresses of record.

11.  SUPPLYING INFORMATION

          The Company shall cooperate with each Holder of a Warrant and
each holder of Restricted Common Stock in supplying such information as may
be reasonably necessary for such holder to complete and file any reports or
forms presently or hereafter required by the Commission as a condition to
the availability of an exemption from the Securities Act for the sale of
any Warrant or Restricted Common Stock.

12.  LOSS OR MUTILATION

          Upon receipt by the Company from any Holder of evidence
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and indemnity reasonably
satisfactory to it (it being understood that, in the case of the initial
holder, the written agreement of Appaloosa Management, L.P. shall be
sufficient indemnity), and in case of mutilation upon surrender and
cancellation hereof, the Company will execute and deliver in lieu hereof a
new Warrant of like tenor to such Holder; provided, in the case of
mutilation, no indemnity shall be required if this Warrant in identifiable
form is surrendered to the Company for cancellation.

13.  LIMITATION OF LIABILITY

          No provision hereof, in the absence of affirmative action by
Holder to purchase shares of Common Stock, and no enumeration herein of the
rights or privileges of Holder hereof, shall give rise to any liability of
such Holder for the purchase price of any Common Stock or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.

14.  MISCELLANEOUS

     14.1. NONWAIVER AND EXPENSES. No course of dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder's rights, powers or
remedies. If the Company fails to make, when due, any payments provided for
hereunder, or fails to comply with any other provision of this Warrant, the
Company shall pay to Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys'
fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise enforcing any of
its rights, powers or remedies hereunder.

     14.2. NOTICE GENERALLY. Any notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder to be made
pursuant to the provisions of this Warrant shall be sufficiently given or
made if in writing and either delivered in person with receipt acknowledged
or sent by registered or certified mail, return receipt requested, postage
prepaid, or by telecopy and confirmed by telecopy answerback, addressed as
follows:

          (a) If to any Holder or holder of Warrant Stock, at its last
     known address appearing on the books of the Company maintained for
     such purpose.

          (b) If to the Company at

              Bio-Plexus, Inc.
              129 Reservoir Road
              Vernon, CT 06066
              Attention:  Carl Sahi
              Fax: (860) 870-6118

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Every notice, demand,
request, consent, approval, declaration, delivery or other communication
hereunder shall be deemed to have been duly given or served on the date on
which personally delivered, with receipt acknowledged, telecopied and
confirmed by telecopy answerback, or three Business Days after the same
shall have been deposited in the United States mail. Failure or delay in
delivering copies of any notice, demand, request, approval, declaration,
delivery or other communication to the person designated above to receive a
copy shall in no way adversely affect the effectiveness of such notice,
demand, request, approval, declaration, delivery or other communication.

     14.3. REMEDIES. Each holder of Warrant and Warrant Stock, in addition
to being entitled to exercise all rights granted by law, including recovery
of damages, will be entitled to specific performance of its rights under of
this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Warrant and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.

     14.4. SUCCESSORS AND ASSIGNS. Subject to the provisions of Sections
3.1 and 9, this Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the
successors and assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this
Warrant and, with respect to Section 9 hereof, holders of Warrant Stock,
and shall be enforceable by any such Holder or holder of Warrant Stock.

     14.5. AMENDMENT. This Warrant and all other Warrants may be modified
or amended or the provisions hereof waived with the written consent of the
Company and the Majority Holders, provided that no such Warrant may be
modified or amended to reduce the number of shares of Common Stock for
which such Warrant is exercisable or to increase the price at which such
shares may be purchased upon exercise of such Warrant (before giving effect
to any adjustment as provided therein) without the prior written consent of
the Holder thereof, provided however, that the foregoing shall not limit
the operation of Section 4.6.

     14.6. SEVERABILITY. Wherever possible, each provision of this Warrant
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Warrant.

     14.7. HEADINGS. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.

     14.8. ROLLOVER TRANSACTIONS. For the avoidance of doubt, the Company
acknowledges and agrees that this Warrant is fully vested as of the date
hereof and shall continue to be in full force and effect even if the
Rollover Transactions (as defined in the Note) are not consummated for any
reason.

     14.9. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO THE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED
STATES OF AMERICA, IN EACH CASE LOCATED IN THE COUNTY OF NEW YORK, FOR ANY
ACTION, PROCEEDING OR INVESTIGATION IN ANY COURT OR BEFORE ANY GOVERNMENTAL
AUTHORITY ("LITIGATION") ARISING OUT OF OR RELATING TO THIS WARRANT AND THE
TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION
RELATING THERETO EXCEPT IN SUCH COURTS), AND FURTHER AGREES THAT SERVICE OF
ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO ITS
RESPECTIVE ADDRESS SET FORTH IN THIS WARRANT SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY LITIGATION BROUGHT AGAINST IT IN ANY SUCH COURT. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
OBJECTION TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF THIS
WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF THE STATE
OF NEW YORK OR THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED IN THE
COUNTY OF NEW YORK, AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY
JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS
WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
<PAGE>
          IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by an officer thereunto duly authorized.


Dated:  October 21, 1999


                                          BIO-PLEXUS, INC.


                                          By: /s/ Carl Sahi
                                             ---------------------------
                                             Name:  Carl Sahi
                                             Title: President & CEO
<PAGE>
                                 EXHIBIT A

                             SUBSCRIPTION FORM

               [To be executed only upon exercise of Warrant]


          The undersigned registered owner of this Warrant irrevocably
exercises this Warrant for the purchase of _____ shares of Common Stock of
Bio-Plexus, Inc. and herewith makes payment therefor, all at the price and
on the terms and conditions specified in this Warrant and requests that
certificates for the shares of Common Stock hereby purchased (and any
securities or other property issuable upon such exercise) be issued in the
name of and delivered to _____________ whose address is ________________
and, if such shares of Common Stock shall not include all of the shares of
Common Stock issuable as provided in this Warrant, that a new Warrant of
like tenor and date for the balance of the shares of Common Stock issuable
hereunder be delivered to the undersigned.

                                      ------------------------------------
                                      (Name of Registered Owner)


                                      ------------------------------------
                                      (Signature of Registered Owner)


                                      ------------------------------------
                                      (Street Address)


                                      ------------------------------------
                                      (City)   (State)         (Zip Code)



NOTICE:   The signature on this subscription must correspond with the name
          as written upon the face of the within Warrant in every
          particular, without alteration or enlargement or any change
          whatsoever.
<PAGE>
                                 EXHIBIT B

                              ASSIGNMENT FORM


          FOR VALUE RECEIVED the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below
all of the rights of the undersigned under this Warrant, with respect to
the number of shares of Common Stock set forth below:

Name and Address of Assignee                    No. of Shares of Common Stock
- ----------------------------                    -----------------------------





and does hereby irrevocably constitute and appoint ________________
attorney-in-fact to register such transfer on the books of BIO-PLEXUS, INC.
maintained for the purpose, with full power of substitution in the
premises.


Dated:                                Print Name:
      --------------                             -------------------------
                                      Signature:
                                                --------------------------
                                      Witness:
                                              ----------------------------

NOTICE:   The signature on this assignment must correspond with the name as
          written upon the face of the within Warrant in every particular,
          without alteration or enlargement or any change whatsoever.

                                                            Exhibit 4








                                  WARRANT

                   To Purchase Shares of Common Stock of

                              BIO-PLEXUS, INC.

                           At a Purchase Price of
                              $5.00 per Share
                 (Subject to Adjustment as Provided herein)












                   No. of Shares of Common Stock: ________


<PAGE>

                                TABLE OF CONTENTS

Section                                                             Page
- -------                                                             ----


1. DEFINITIONS                                                         1

2. EXERCISE OF WARRANT                                                 4

2.1. MANNER OF EXERCISE.                                               4
2.2. PAYMENT OF TAXES.                                                 5
2.3. FRACTIONAL SHARES.                                                5

3. TRANSFER, DIVISION AND COMBINATION                                  6

3.1. TRANSFER.                                                         6
3.2. DIVISION AND COMBINATION.                                         6
3.3. EXPENSES.                                                         6
3.4. MAINTENANCE OF BOOKS.                                             6

4. ADJUSTMENTS                                                         6

4.1. STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS.                   7
4.2. CERTAIN OTHER DISTRIBUTIONS.                                      7
4.3. ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.                    8
4.4. ISSUANCE OF WARRANTS OR OTHER RIGHTS.                             9
4.5. ISSUANCE OF CONVERTIBLE SECURITIES.                               9
4.6. SUPERSEDING ADJUSTMENT.                                          10
4.7. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER
       THIS SECTION.                                                  10
4.8. REORGANIZATION, RECLASSIFICATION, MERGER,
       CONSOLIDATION OR DISPOSITION OF ASSETS.                        12
4.9. OTHER ACTION AFFECTING COMMON STOCK.                             13
4.10. CERTAIN LIMITATIONS.                                            13

5. NOTICES TO WARRANT HOLDERS                                         13

5.1. NOTICE OF ADJUSTMENTS.                                           13
5.2. NOTICE OF CORPORATE ACTION.                                      14

6. RIGHTS OF HOLDERS                                                  14

6.1 NO IMPAIRMENT.                                                    14

7. RESERVATION AND AUTHORIZATION OF COMMON STOCK;
     REGISTRATION WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY      15

8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS                 15

9. RESTRICTIONS ON TRANSFERABILITY                                    15

9.1. RESTRICTIVE LEGEND.                                              16
9.2. NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION.         16

10. INTENTIONALLY LEFT BLANK                                          16

11. SUPPLYING INFORMATION                                             16

12. LOSS OR MUTILATION                                                16

13. LIMITATION OF LIABILITY                                           17

14. MISCELLANEOUS                                                     17

14.1. NONWAIVER AND EXPENSES.                                         17
14.2. NOTICE GENERALLY.                                               17
14.3. REMEDIES.                                                       18
14.4. SUCCESSORS AND ASSIGNS.                                         18
14.5. AMENDMENT.                                                      18
14.6. SEVERABILITY.                                                   18
14.7. HEADINGS.                                                       18
14.8. ROLLOVER TRANSACTIONS.                                          18
14.9. GOVERNING LAW.                                                  19
<PAGE>
                                                                     314103

THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS
OF SUCH ACT OR SUCH LAWS


No. of Shares of Common Stock: ________

                                  WARRANT

                   To Purchase Shares of Common Stock of

                              BIO-PLEXUS, INC.


          THIS IS TO CERTIFY THAT ___________________, or its registered
assigns (the "Holder"), is entitled, at any time prior to the Expiration
Date (as hereinafter defined), to purchase from BIO-PLEXUS, INC., a
Connecticut corporation (the "Company"), ________ (subject to adjustment as
provided herein) shares of Common Stock (as hereinafter defined), in whole
or in part, at a purchase price of $5.00 per share (subject to adjustment
as provided herein), all on the terms and conditions and pursuant to the
provisions hereinafter set forth.


1.   DEFINITIONS

          As used in this Warrant, the following terms have the respective
meanings set forth below:

          "Additional Shares of Common Stock" shall mean all shares of
Common Stock issued by the Company after the Closing Date, other than
Warrant Stock and shares of Common Stock issuable upon the conversion of
the Convertible Notes issued under the Convertible Note Purchase Agreement.

          "Average Market Price" shall mean, in respect of any share of
Common Stock on any date herein specified, the daily volume weighted
average sale price per share of Common Stock for such date. The closing
price for each day shall be the last quoted sale price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of
Securities Dealers, Inc., Automated Quotation System or such other system
then in use, or, if on any such date the Common Stock or such other
securities are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker
making a market in the Common Stock selected by the Board of Directors of
the Company. If the Common Stock is listed or admitted to trading on a
national securities exchange, the closing price shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the Common Stock is not listed or admitted to trading on
the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the
principal national securities exchange on which the Common Stock is listed
or admitted to trading.

          "Business Day" shall mean any day that is not a Saturday or
Sunday or a day on which banks are required or permitted to be closed in
the State of New York.

          "Capital Stock" means, in the case of the Company, any and all
shares (however designated) of the capital stock of the Company now or
hereafter outstanding.

          "Closing Date" shall mean October 21, 1999.

          "Commission" shall mean the Securities and Exchange Commission or
any other federal agency then administering the Securities Act and other
federal securities laws.

          "Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, no par value, of the Company as constituted on
the Closing Date, and any capital stock into which such Common Stock may
thereafter be changed, and shall also include (i) capital stock of the
Company of any other class (regardless of how denominated) issued to the
holders of shares of Common Stock upon any reclassification thereof and
(ii) shares of common stock of any successor or acquiring corporation (as
defined in Section 4.8) received by or distributed to the holders of Common
Stock of the Company in the circumstances contemplated by Section 4.8.

          "Convertible Notes" shall mean the notes to be issued pursuant to
the Convertible Note Purchase Agreement (as defined in the Note).

          "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable or exercisable, with or without payment of additional
consideration in cash or property, for Additional Shares of Common Stock,
either immediately or upon the occurrence of a specified date or a
specified event.

          "Current Market Price" shall mean, in respect of any share of
Common Stock on any date herein specified, the average of the Average
Market Price for the twenty Business Days ending five days prior to such
date.

          "Current Warrant Price" shall mean, in respect of a share of
Common Stock at any date herein specified, the price at which a share of
Common Stock may be purchased pursuant to this Warrant on such date. The
Current Warrant Price as of the date of the issuance of this Warrant is $5;
provided, however, that upon the earlier of (i) the closing of the Rollover
Transactions (as defined in the Note) and (ii) the anniversary of the
issuance of this Warrant, the Current Warrant Price shall automatically be
increased to $7 (as appropriately adjusted to give effect to any
anti-dilution adjustments made to the Current Warrant Price prior to the
occurrence of any increase in the Current Warrant Price as provided
herein).

          "Expiration Date" shall mean a date which is five years from the
issuance of this Warrant.

          "Holder" shall mean the Person in whose name this Warrant is
registered on the books of the Company maintained for such purpose.
"Holders" shall mean, collectively, each Holder of a Warrant, in the event
of any division of this Warrant.

          "Majority Holders" shall mean the holders of Warrants exercisable
for in excess of 50% of the aggregate number of shares of Warrant Stock
then purchasable upon exercise of all Warrants.

          "Note" shall mean the 7.5% Secured Note issued by the Company to
the Holder on the Closing Date.

          "Other Property" shall have the meaning set forth in Section 4.8.

          "Outstanding" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be
determined, all issued shares of Common Stock, except shares then owned or
held by or for the account of the Company or any subsidiary thereof, and
shall include all shares issuable in respect of outstanding scrip or any
certificates representing fractional interests in shares of Common Stock.
For the purposes of Sections 4.3, 4.4, 4.5, 4.6 and 4.7, Common Stock
Outstanding shall include all shares of Common Stock issuable in respect of
options or warrants to purchase, or securities convertible into, shares of
Common Stock, the exercise or conversion price of which is less than the
Current Market Price as of any date on which the number of shares of Common
Stock Outstanding is to be determined.

          "Permitted Issuances" shall mean issuances of shares of Common
Stock and upon exercise of the warrants and options and other convertible
securities, in each case listed on Schedule 1.

          "Person" shall mean any individual, firm, corporation,
partnership or other entity, and shall include any successor by merger or
otherwise of such entity.

          "Restricted Common Stock" shall mean shares of Common Stock which
are, or which upon their issuance on the exercise of this Warrant would be,
evidenced by a certificate bearing the restrictive legend set forth in
Section 9.1(a).

          "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

          "Security" or "Securities" shall mean any equity or debt security
of the Company (including, without limitation, subscriptions, options,
warrants, rights, stock-based or stock-related awards or convertible or
exchangeable securities to which the Company is a party or by which the
Company may be bound of any character relating to, or obligating the
Company to issue, grant, award, transfer or sell any issued or unissued
shares of the Company's Capital Stock or other securities of the Company).

          "Trading Day" means a Business Day or, if the Common Stock is
listed or admitted to trading in any national securities exchange, a day on
which such exchange is open for the transaction of business.

          "Transfer" shall mean any disposition of any Warrant or Warrant
Stock or of any interest in either thereof, which would constitute a sale
thereof within the meaning of the Securities Act.

          "Transfer Notice" shall have the meaning set forth in Section
9.2.

          "Warrants" shall mean this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for, any thereof.
All Warrants shall at all times be identical as to terms and conditions and
date, except as to the number of shares of Common Stock for which they may
be exercised.

          "Warrant Stock" shall mean the shares of Common Stock purchased
by the holders of the Warrants upon the exercise thereof.

2.   EXERCISE OF WARRANT

     2.1. MANNER OF EXERCISE. At any time or from time to time from and
after the Closing Date and until 5:00 P.M., New York time, on the
Expiration Date, Holder may exercise this Warrant, on any Business Day, for
all or any part of the number of shares of Common Stock purchasable
hereunder.

          In order to exercise this Warrant, in whole or in part, Holder
shall deliver to the Company at its principal office at 129 Reservoir Road,
Vernon, CT 06066 (i) a written notice of Holder's election to exercise this
Warrant, which notice shall specify the number of shares of Common Stock to
be purchased, (ii) payment of the aggregate Current Warrant Price for such
shares and (iii) this Warrant. Such notice shall be substantially in the
form appearing at the end of this Warrant as Exhibit A, duly executed by
Holder. Thirty days after receipt of the items specified in the second
preceding sentence, the Company shall execute or cause to be executed and
deliver or cause to be delivered to Holder a certificate or certificates
representing the aggregate number of full shares of Common Stock issuable
upon such exercise, together with cash in lieu of any fraction of a share,
as hereinafter provided. The stock certificate or certificates so delivered
shall be in such denomination or denominations as Holder shall request in
the notice and shall be registered in the name of Holder or, subject to
Section 9, such other name as shall be designated in the notice. This
Warrant shall be deemed to have been exercised and such certificate or
certificates shall be deemed to have been issued, and Holder or any other
Person so designated shall be deemed to have become a holder of record of
such shares for all purposes, as of the date which is thirty days after the
date of the notice, together with the Current Warrant Price and this
Warrant, are received by the Company as described above. If this Warrant
shall have been exercised in part, the Company shall, at the time of
delivery of the certificate or certificates representing Warrant Stock,
deliver to Holder a new Warrant evidencing the right of Holder to purchase
the unpurchased shares of Common Stock called for by this Warrant, which
new Warrant shall in all other respects be identical with this Warrant, or,
at the request of Holder, appropriate notation may be made on this Warrant
and the same returned to Holder.

          Payment of the Current Warrant Price shall be made at the option
of Holder by (i) certified or official bank check, (ii) wire transfer of
immediately available funds, (iii) tendering (A) a portion of the Note
having a principal face amount such that the amount of the Note so tendered
together with accrued and unpaid interest thereon is equal to the Current
Warrant Price or (B) Convertible Notes having an Accreted Value (as defined
in the Convertible Note Purchase Agreement) equal to the Current Warrant
Price (the Company hereby agreeing to reissue the Note or any Convertible
Notes, as applicable, of a Holder into one or more Notes or Convertible
Notes (as applicable) in denominations requested by such Holder) or (iv)
the surrender of this Warrant to the Company, with a duly executed exercise
notice marked to reflect "Net Issue Exercise," and, in either case,
specifying the number of shares of Common Stock to be purchased, during
normal business hours on any Business Day. Upon a Net Issue Exercise,
Holder shall be entitled to receive shares of Common Stock equal to the
value of this Warrant (or the portion thereof being exercised by Net Issue
Exercise) by surrender of this Warrant to the Company together with notice
of such election, in which event the Company shall issue to Holder a number
of shares of the Company's Common Stock computed as of the date of
surrender of this Warrant to the Company using the following formula:

          X = Y x (A-B)
              ---------
                 A

          Where X = the number of shares of Common Stock to be issued to
          the Holder
          Y= the number of shares of Warrant Stock being exercised under
          this Warrant;
          A = the Current Market Price of one share of the Company's Common
          Stock (at the date of such calculation);
          B = the Current Warrant Price (as adjusted to the date of such
          calculation).

     2.2. PAYMENT OF TAXES. All shares of Common Stock issuable upon the
exercise of this Warrant shall be validly issued, fully paid and
nonassessable. The Company shall pay all expenses in connection with, and
all taxes (other than income taxes or capital gain tax of the Holder) and
other governmental charges that may be imposed with respect to, the issue
or delivery thereof.
<PAGE>

     2.3. FRACTIONAL SHARES. The Company shall not be required to issue a
fractional share of Common Stock upon exercise of this Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase
upon such exercise, the Company shall pay a cash adjustment in respect of
such fraction in an amount equal to the same fraction of the Current Market
Price per share of Common Stock on the date of exercise.

3.   TRANSFER, DIVISION AND COMBINATION

     3.1. TRANSFER. Subject to compliance with Section 9, transfer of this
Warrant and all rights hereunder, in whole or in part, shall be registered
on the books of the Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of the Company referred
to in Section 2.1, together with a written assignment of this Warrant
substantially in the form of Exhibit B hereto duly executed by Holder and
funds sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required, such payment, the Company
shall, subject to Section 9, execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees and in the denomination specified
in such instrument of assignment, and shall issue to the assignor a new
Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be canceled. A Warrant, if properly assigned in
compliance with Section 9, may be exercised by a new Holder for the
purchase of shares of Common Stock without having a new Warrant issued.


     3.2. DIVISION AND COMBINATION. Subject to Section 9, this Warrant may
be divided into multiple Warrants or combined with other Warrants upon
presentation hereof at the aforesaid office or agency of the Company,
together with a written notice specifying the names and denominations in
which new Warrants are to be issued, signed by Holder. Subject to
compliance with Section 3.1 and with Section 9, as to any transfer which
may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice.


     3.3. EXPENSES. The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 3.

     3.4. MAINTENANCE OF BOOKS. The Company agrees to maintain, at its
aforesaid office, books for the registration and the registration of
transfer of the Warrants.

4.   ADJUSTMENTS

          The number of shares of Common Stock for which this Warrant is
exercisable and/or the price at which such shares may be purchased upon
exercise of this Warrant, shall be subject to adjustment from time to time
as set forth in this Section 4. The Company shall give each Holder notice
of any event described below which requires an adjustment pursuant to this
Section 4 at the time of such event.

     4.1. STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time
the Company shall:

          (a) take a record of the holders of its Common Stock for the
     purpose of entitling them to receive a dividend payable in, or other
     distribution of, Additional Shares of Common Stock,

          (b) subdivide its outstanding shares of Common Stock into a
     larger number of shares of Common Stock, or

          (c) combine its outstanding shares of Common Stock into a smaller
     number of shares of Common Stock,

then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be
adjusted to equal the number of shares of Common Stock which a record
holder of the same number of shares of Common Stock for which this Warrant
is exercisable immediately prior to the occurrence of such event would own
or be entitled to receive after the happening of such event, and (ii) the
Current Warrant Price per share shall be adjusted to equal (A) the Current
Warrant Price multiplied by the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to the adjustment divided by
(B) the number of shares for which this Warrant is exercisable immediately
after such adjustment.

     4.2. CERTAIN OTHER DISTRIBUTIONS. If at any time the Company shall
take a record of the holders of its Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:

          (a) cash,

          (b) any evidences of its indebtedness, any shares of stock or any
     other securities or property of any nature whatsoever (other than
     cash, Convertible Securities or Additional Shares of Common Stock), or

          (c) any warrants or other rights to subscribe for or purchase any
     evidences of its indebtedness, any shares of its stock or any other
     securities or property of any nature whatsoever (other than cash,
     Convertible Securities or Additional Shares of Common Stock),

then (i) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares
of Common Stock for which this Warrant is exercisable immediately prior to
such adjustment and a fraction (A) the numerator of which shall be the
Current Market Price per share of Common Stock at the date of taking such
record and (B) the denominator of which shall be such Current Market Price
per share of Common Stock minus the amount allocable to one share of Common
Stock of any such cash so distributable and of the fair value (as
determined in good faith by the Board of Directors of the Company) of any
and all such evidences of indebtedness, shares of stock, other securities
or property or warrants or other subscription or purchase rights so
distributable, and (ii) the Current Warrant Price shall be adjusted to
equal (A) the Current Warrant Price multiplied by the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to the
adjustment divided by (B) the number of shares for which this Warrant is
exercisable immediately after such adjustment. A reclassification of the
Common Stock (other than a change in par value, or from par value to no par
value or from no par value to par value) into shares of Common Stock and
shares of any other class of stock shall be deemed a distribution by the
Company to the holders of its Common Stock of such shares of such other
class of stock within the meaning of this Section 4.2 and, if the
outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination,
as the case may be, of the outstanding shares of Common Stock within the
meaning of Section 4.1.


     4.3. ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK. (a) If at any time
the  Company  shall  (except  as  hereinafter  provided)  issue or sell any
Additional  Shares of Common  Stock,  other than  Permitted  Issuances,  in
exchange  for  consideration  in an amount per  Additional  Share of Common
Stock less than (a) the  greater of the Current  Market  Price per share of
Common Stock for the period of 20 Trading Days preceding the earlier of the
issuance or public  announcement of the issuance of such Additional  Shares
of  Common  Stock  and  (b) the  Current  Warrant  Price  at the  time  the
Additional Shares of Common Stock are issued,  then (i) the Current Warrant
Price as to the  number of shares for which  this  Warrant  is  exercisable
prior  to  such  adjustment  shall  be  reduced  to a price  determined  by
multiplying the Current  Warrant Price by (A) a fraction,  the numerator of
which  shall  be the  sum of (x) the  number  of  shares  of  Common  Stock
Outstanding  immediately  prior  to such  issue or sale  multiplied  by the
greater  of (1) the  then  applicable  Current  Warrant  Price  and (2) the
Current Market Price per share of Common Stock for the period of 20 Trading
Days  preceding the earlier of the issuance or public  announcement  of the
issuance of such Additional  Shares of Common Stock (the greater of (1) and
(2) above  hereinafter  referred to as the "Adjustment  Price") and (y) the
aggregate  consideration  receivable by the Company for the total number of
shares of Common Stock so issued (or into or for which the rights, warrants
or other  Convertible  Securities may convert or be  exercisable),  and the
denominator  of which shall be the sum of (a) the total number of shares of
Common  Stock  Outstanding  on such date and (b) the  number of  Additional
Shares  issued (or into or for which the rights,  warrants  or  convertible
securities  may be converted or  exercised),  multiplied by the  Adjustment
Price; and (ii) the number of shares of Common Stock for which this Warrant
is  exercisable  shall  be  adjusted  to  equal  the  product  obtained  by
multiplying the Current Warrant Price in effect  immediately  prior to such
issue or sale by the  number  of shares  of  Common  Stock  for which  this
Warrant is exercisable immediately prior to such issue or sale and dividing
the  product  thereof  by the  Current  Warrant  Price  resulting  from the
adjustment made pursuant to clause (i) above.  For purposes of this Section
4.3 and for the purposes of making  adjustments  of the number of shares of
Common Stock for which this Warrant is exercisable  and the Current Warrant
Price as provided in this Section 4, the aggregate consideration receivable
by the Company in connection with the issuance of shares of Common Stock or
of rights,  warrants or other securities  convertible into shares of Common
Stock  shall be  deemed  to be equal to the sum of the  aggregate  offering
price  (before  deduction  of  underwriting  discounts or  commissions  and
expenses  payable  to third  parties)  of all such  Common  Stock,  rights,
warrants  and  convertible   securities  plus  the  aggregate   amount  (as
determined  on the date of  issuance),  if any,  payable  upon  exercise or
conversion of any such rights,  warrants and  convertible  securities  into
shares of Common  Stock.  If,  subsequent  to the date of  issuance of such
rights,  warrants or  Convertible  Securities,  the exercise or  conversion
price thereof is reduced,  such aggregate  amount shall be recalculated and
the Current  Warrant  Price and number of shares of Common  Stock for which
the Warrant is exercisable  adjusted  retroactively  to give effect to such
reduction.  If Common  Stock is sold as a unit with other  securities,  the
aggregate  consideration  received for such Common Stock shall be deemed to
be net of the Fair Market Value of such other securities.


     4.4. ISSUANCE OF WARRANTS OR OTHER RIGHTS. If at any time the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Company is the
surviving corporation) issue or sell, any warrants or other rights to
subscribe for or purchase any Additional Shares of Common Stock or any
Convertible Securities (other than Permitted Issuances), whether or not the
rights to exchange or convert thereunder are immediately exercisable, and
the price per share for which Common Stock is issuable upon the exercise of
such warrants or other rights or upon conversion or exchange of such
Convertible Securities shall be less than the greater of (1) the Current
Market Price per share of Common Stock for the period of 20 Trading Days
preceding the earlier of the issuance or public announcement of the
issuance of such Additional Shares of Common Stock, warrants or other
rights and (2) the Current Warrant Price in effect immediately prior to the
time of such issue or sale, then the number of shares for which this
Warrant is exercisable and the Current Warrant Price shall be adjusted as
provided in Section 4.3 on the basis that the maximum number of Additional
Shares of Common Stock issuable pursuant to all such warrants or other
rights or necessary to effect the conversion or exchange of all such
Convertible Securities shall be deemed to have been issued and outstanding
and the Company shall have received all of the consideration payable
therefor, if any, as of the date of the actual issuance of the number such
warrants or other rights. No further adjustments of the Current Warrant
Price shall be made upon the actual issue of such Common Stock or of such
Convertible Securities upon exercise of such warrants or other rights or
upon the actual issue of such Common Stock upon such conversion or exchange
of such Convertible Securities. Notwithstanding the foregoing, no
adjustment shall be required under this Section 4.4 solely by reason of the
issuance or distribution of stock purchase rights pursuant to a shareholder
rights plan or any other rights plan of the Company, provided that the
adjustments required by this Section 4.4 shall be made if any "flip-in" or
"flip-over" event shall occur under such stockholder rights plan.

     4.5. ISSUANCE OF CONVERTIBLE SECURITIES. If at any time the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Company is the
surviving corporation) issue or sell, any Convertible Securities (other
than Permitted Issuances), whether or not the rights to exchange or convert
thereunder are immediately exercisable, and the price per share for which
Common Stock is issuable upon such conversion or exchange shall be less
than the greater of (a) the Current Market Price per share of Common Stock
for the period of 20 Trading Days preceding the earlier of the issuance or
Public announcement of the issuance of such Convertible Securities and (b)
the Current Warrant Price in effect immediately prior to the time of such
issue or sale, then the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be adjusted as provided in
Section 4.3 on the basis that the maximum number of Additional shares of
Common Stock necessary to effect the conversion or exchange of all such
Convertible Securities shall be deemed to have been issued and outstanding
and the Company shall have received all of the consideration payable
therefor, if any, as of the date of actual issuance of such Convertible
Securities. No adjustment of the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be made under this Section
4.5 upon the issuance of any Convertible Securities which are issued
pursuant to the exercise of any warrants or other subscription or purchase
rights therefor, if any such adjustment shall previously have been made
upon the issuance of such warrants or other rights pursuant to Section 4.4.
No further adjustments of the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be made upon the actual
issue of such Common Stock upon conversion or exchange of such Convertible
Securities and, if any issue or sale of such Convertible Securities is made
upon exercise of any warrant or other right to subscribe for or to purchase
any such Convertible Securities for which adjustments of the number of
shares for which this Warrant is exercisable and the Current Warrant Price
have been or are to be made pursuant to other provisions of this Section 4,
no further adjustments of the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be made by reason of such
issue or sale.

     4.6. SUPERSEDING ADJUSTMENT. If, at any time after any adjustment of
the number of shares for which this Warrant is exercisable and the Current
Warrant Price shall have been made pursuant to Section 4.4 or Section 4.5
as the result of any issuance of warrants, rights or Convertible
Securities, such warrants or rights, or the right of conversion or exchange
in such other Convertible Securities, shall expire, and all of such
warrants or rights, or the right of conversion or exchange with respect to
all or a portion of such other Convertible Securities, as the case may be,
shall not have been exercised and no outstanding Warrant shall have been
exercised (in whole or in part), then for each outstanding Warrant such
previous adjustment shall be rescinded and annulled and the Additional
Shares of Common Stock which were deemed to have been issued by virtue of
the computation made in connection with the adjustment so rescinded and
annulled shall no longer be deemed to have been issued by virtue of such
computation.

     4.7. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION.
The following provisions shall be applicable to the making of adjustments
of the number of shares of Common Stock for which this Warrant is
exercisable and the Current Warrant Price provided for in this Section 4:

          (a) Computation of Consideration. To the extent that any
Additional Shares of Common Stock or any Convertible Securities or any
warrants or other rights to subscribe for or purchase any Additional Shares
of Common Stock or any Convertible Securities shall be issued for cash
consideration, the consideration received by the Company therefor shall be
the amount of the cash received by the Company therefor, or, if such
Additional Shares of Common Stock or Convertible Securities are offered by
the Company for subscription, the subscription price, or, if such
Additional Shares of Common Stock or Convertible Securities are sold to
underwriters or dealers for public offering without a subscription
offering, the public offering price (in any such case subtracting any
amounts paid or receivable for accrued interest or accrued dividends). To
the extent that such issuance shall be for a consideration other than cash,
then, except as herein otherwise expressly provided, the amount of such
consideration shall be deemed to be the fair value of such consideration at
the time of such issuance as determined in good faith by the Board of
Directors of the Company. In case any Additional Shares of Common Stock or
any Convertible Securities or any warrants or other rights to subscribe for
or purchase such Additional Shares of Common Stock or Convertible
Securities shall be issued in connection with any merger in which the
Company issues any securities, the amount of consideration therefor shall
be deemed to be the fair value, as determined in good faith by the Board of
Directors of the Company, of such portion of the assets and business of the
nonsurviving corporation as such Board in good faith shall determine to be
attributable to such Additional Shares of Common Stock, Convertible
Securities, warrants or other rights, as the case may be. The consideration
for any Additional Shares of Common Stock issuable pursuant to any warrants
or other rights to subscribe for or purchase the same shall be the
consideration received by the Company for issuing such warrants or other
rights plus the additional consideration payable to the Company upon
exercise of such warrants or other rights. The consideration for any
Additional Shares of Common Stock issuable pursuant to the terms of any
Convertible Securities shall be the consideration received by the Company
for issuing warrants or other rights to subscribe for or purchase such
Convertible Securities, plus the consideration paid or payable to the
Company in respect of the subscription for or purchase of such Convertible
Securities, plus the additional consideration, if any, payable to the
Company upon the exercise of the right of conversion or exchange in such
Convertible Securities. In case of the issuance at any time of any
Additional Shares of Common Stock or Convertible Securities in payment or
satisfaction of any dividends upon any class of stock other than Common
Stock, the Company shall be deemed to have received for such Additional
Shares of Common Stock or Convertible Securities a consideration equal to
the amount of such dividend so paid or satisfied.

          (b) When Adjustments to Be Made. The adjustments required by this
Section 4 shall be made whenever and as often as any specified event
requiring an adjustment shall occur, except that any adjustment of the
number of shares of Common Stock for which this Warrant is exercisable that
would otherwise be required may be postponed (except in the case of a
subdivision or combination of shares of the Common Stock, as provided for
in Section 4.1) up to, but not beyond the date of exercise if such
adjustment either by itself or with other adjustments not previously made
results in an increase or decrease of less than 1% of the shares of Common
Stock for which this Warrant is exercisable immediately prior to the making
of such adjustment. Any adjustment representing a change of less than such
minimum amount (except as aforesaid) which is postponed shall be carried
forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would
result in a minimum adjustment or on the date of exercise. For the purpose
of any adjustment, any specified event shall be deemed to have occurred at
the close of business on the date of its occurrence.

          (c) Fractional Interests. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into account
to the nearest 1/100th of a share.

          (d) When Adjustment Not Required. If the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them
to receive a dividend or distribution or subscription or purchase rights
and shall, thereafter and before the distribution to stockholders thereof,
legally abandon its plan to pay or deliver such dividend, distribution,
subscription or purchase rights, then thereafter no adjustment shall be
required by reason of the taking of such record and any such adjustment
previously made in respect thereof shall be rescinded and annulled.

          (e) Escrow of Warrant Stock. If Holder exercises this Warrant
after any property becomes distributable pursuant to this Section 4 by
reason of the taking of any record of the holders of Common Stock, but
prior to the occurrence of the event for which such record is taken, any
additional shares of Common Stock issuable upon exercise by reason of such
adjustment shall be deemed the last shares of Common Stock for which this
Warrant is exercised (notwithstanding any other provision to the contrary
herein) and such shares or other property shall be held in escrow for
Holder by the Company to be issued to Holder when and to the extent that
the event actually takes place, upon payment of the then Current Warrant
Price. Notwithstanding any other provision to the contrary herein, if the
event for which such record was taken fails to occur or is rescinded, then
such escrowed shares shall be canceled by the Company and escrowed property
returned.

          (f) Challenge to Good Faith Determination. Whenever the Board of
Directors of the Company shall be required to make a determination in good
faith of the fair value of any item under this Section 4, such
determination may be challenged in good faith by the Majority Holders, and
any dispute shall be resolved by an investment banking firm of recognized
national standing selected by the Majority Holders and acceptable to the
Company.

     4.8. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
DISPOSITION OF ASSETS. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common Stock of
the Company), or sell, transfer or otherwise dispose of all or
substantially all its property, assets or business to another corporation
and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of
the successor or acquiring corporation, or any cash, shares of stock or
other securities or property of any nature whatsoever (including warrants
or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation ("Other Property"),
are to be received by or distributed to the holders of Common Stock of the
Company, then Holder shall have the right thereafter to receive, upon
exercise of this Warrant and payment of the Current Warrant Price, the
number of shares of common stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a holder of the number of
shares of Common Stock for which this Warrant is exercisable immediately
prior to such event. In case of any such reorganization, reclassification,
merger, consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and
all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined by resolution of
the Board of Directors of the Company) in order to provide for adjustments
of shares of the Common Stock for which this Warrant is exercisable which
shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 4. For purposes of this Section 4.8, "common stock of
the successor or acquiring corporation" shall include stock of such
corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject
to redemption and shall also include any evidences of indebtedness, shares
of stock or other securities which are convertible into or exchangeable for
any such stock, either immediately or upon the arrival of a specified date
or the happening of a specified event and any warrants or other rights to
subscribe for or purchase any such stock. The foregoing provisions of this
Section 4.8 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

     4.9. OTHER ACTION AFFECTING COMMON STOCK. In case at any time or from
time to time the Company shall take any action in respect of its Common
Stock, other than any action described in this Section 4, then, unless such
action will not have a materially adverse effect upon the rights of the
Holders, the number of shares of Common Stock or other stock for which this
Warrant is exercisable and/or the purchase price thereof shall be adjusted
in such manner as may be equitable in the circumstances.

     4.10. CERTAIN LIMITATIONS. Notwithstanding anything herein to the
contrary, the Company agrees not to enter into any transaction which, by
reason of any adjustment hereunder, would cause the Current Warrant Price
to be less than the par value per share of Common Stock.


5.   NOTICES TO WARRANT HOLDERS

     5.1. NOTICE OF ADJUSTMENTS. Whenever the number of shares of Common
Stock for which this Warrant is exercisable, or whenever the price at which
a share of such Common Stock may be purchased upon exercise of the
Warrants, shall be adjusted pursuant to Section 4, the Company shall
forthwith prepare a certificate to be executed by the chief financial
officer of the Company setting forth, in reasonable detail, the event
requiring the adjustment and the method by which such adjustment was
calculated (including a description of the basis on which the Board of
Directors of the Company determined the fair value of any evidences of
indebtedness, shares of stock, other securities or property or warrants or
other subscription or purchase rights referred to in Section 4.2 or
4.7(a)), specifying the number of shares of Common Stock for which this
Warrant is exercisable and (if such adjustment was made pursuant to Section
4.8 or 4.9) describing the number and kind of any other shares of stock or
Other Property for which this Warrant is exercisable, and any change in the
purchase price or prices thereof, after giving effect to such adjustment or
change. The Company shall promptly cause a signed copy of such certificate
to be delivered to each Holder in accordance with Section 13.2. The Company
shall keep at its principal office copies of all such certificates and
cause the same to be available for inspection at said office during normal
business hours by any Holder or any prospective purchaser of a Warrant
designated by a Holder thereof.

     5.2. NOTICE OF CORPORATE ACTION. If at any time

          (a) the Company shall take a record of the holders of its Common
     Stock for the purpose of entitling them to receive a dividend (other
     than a cash dividend payable out of earnings or earned surplus legally
     available for the payment of dividends under the laws of the
     jurisdiction of incorporation of the Company) or other distribution,
     or any right to subscribe for or purchase any evidences of its
     indebtedness, any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there shall be any capital reorganization of the Company, any
     reclassification or recapitalization of the capital stock of the
     Company or any consolidation or merger of the Company with, or any
     sale, transfer or other disposition of all or substantially all the
     property, assets or business of the Company to, another corporation,
     or

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

then, in any one or more of such cases, the Company shall give to Holder
(i) at least 20 days' prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 20 days'
prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the
date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and
the amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and
the time, if any such time is to be fixed, as of which the holders of
Common Stock shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up. Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with
Section 13.2.

6.   RIGHTS OF HOLDERS

     6.1 NO IMPAIRMENT. The Company shall not by any action, including,
without limitation, amending its Certificate of Incorporation, by-laws or
comparable governing instruments or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking
of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and
(c) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may
be necessary to enable the Company to perform its obligations under this
Warrant.

          Upon the request of Holder, the Company will at any time during
the period this Warrant is outstanding acknowledge in writing, in form
reasonably satisfactory to Holder, the continuing validity of this Warrant
and the obligations of the Company hereunder.


7.   RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR
APPROVAL OF ANY GOVERNMENTAL AUTHORITY

          From and after the Closing Date, the Company shall at all times
reserve and keep available for issue upon the exercise of Warrants such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Common Stock which shall be so issuable, when issued upon
exercise of any Warrant and payment therefor in accordance with the terms
of such Warrant, shall be duly and validly issued and fully paid and
nonassessable.

8.   TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

          In the case of all dividends or other distributions by the
Company to the holders of its Common Stock with respect to which any
provision of Section 4 refers to the taking of a record of such holders,
the Company will in each such case take such a record and will take such
record as of the close of business on a Business Day. The Company will not
at any time, except upon dissolution, liquidation or winding up of the
Company, close its stock transfer books or Warrant transfer books so as to
result in preventing or delaying the exercise or transfer of any Warrant.

9.   RESTRICTIONS ON TRANSFERABILITY

          The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in
this Section 9, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any
Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees
to be bound by the provisions of this Section 9.

     9.1. RESTRICTIVE LEGEND. Except as otherwise provided in this Section
9, each Warrant and each certificate for Warrant Stock initially issued
upon the exercise of a Warrant, and each certificate for Warrant Stock
issued to any subsequent transferee of any such certificate, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:

               "[THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY]
          [THE SECURITIES REPRESENTED BY THIS CERTIFICATE] HAVE NOT
          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
          SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
          EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
          APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION
          TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS."

     9.2. NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to
any Transfer or attempted Transfer of any Warrants or any shares of
Restricted Common Stock, the holder of such Warrants or Restricted Common
Stock shall give ten days' prior written notice (a "Transfer Notice") to
the Company of such holder's intention to effect such Transfer, describing
the manner and circumstances of the proposed Transfer, and obtain from
counsel to such holder who shall be reasonably satisfactory to the Company,
an opinion that the proposed Transfer of such Warrants or such Restricted
Common Stock may be effected without registration under the Securities Act.
After receipt of the Transfer Notice and opinion, the Company shall, within
five days thereof, notify the holder of such Warrants or such Restricted
Common Stock as to whether such opinion is reasonably satisfactory and, if
so, such holder shall thereupon be entitled to Transfer such Warrants or
such Restricted Common Stock, in accordance with the terms of the Transfer
Notice. Each certificate, if any, evidencing such shares of Restricted
Common Stock issued upon such Transfer and each Warrant issued upon such
Transfer shall bear the restrictive legend set forth in Section 9.1, unless
in the opinion of such counsel such legend is not required in order to
ensure compliance with the Securities Act. The holder of the Warrants or
the Restricted Common Stock, as the case may be, giving the Transfer Notice
shall not be entitled to Transfer such Warrants or such Restricted Common
Stock until receipt of notice from the Company under this Section 9.2 that
such opinion is reasonably satisfactory.

10.  INTENTIONALLY LEFT BLANK

11.  SUPPLYING INFORMATION

     The Company shall cooperate with each Holder of a Warrant and each
holder of Restricted Common Stock in supplying such information as may be
reasonably necessary for such holder to complete and file any reports or
forms presently or hereafter required by the Commission as a condition to
the availability of an exemption from the Securities Act for the sale of
any Warrant or Restricted Common Stock.

12.  LOSS OR MUTILATION

     Upon receipt by the Company from any Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it
being understood that, in the case of the initial holder, the written
agreement of Appaloosa Management, L.P. shall be sufficient indemnity), and
in case of mutilation upon surrender and cancellation hereof, the Company
will execute and deliver in lieu hereof a new Warrant of like tenor to such
Holder; provided, in the case of mutilation, no indemnity shall be required
if this Warrant in identifiable form is surrendered to the Company for
cancellation.

13.  LIMITATION OF LIABILITY

     No provision hereof, in the absence of affirmative action by Holder to
purchase shares of Common Stock, and no enumeration herein of the rights or
privileges of Holder hereof, shall give rise to any liability of such
Holder for the purchase price of any Common Stock or as a stockholder of
the Company, whether such liability is asserted by the Company or by
creditors of the Company.

14.  MISCELLANEOUS

     14.1. NONWAIVER AND EXPENSES. No course of dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder's rights, powers or
remedies. If the Company fails to make, when due, any payments provided for
hereunder, or fails to comply with any other provision of this Warrant, the
Company shall pay to Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys'
fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise enforcing any of
its rights, powers or remedies hereunder.

     14.2. NOTICE GENERALLY. Any notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder to be made
pursuant to the provisions of this Warrant shall be sufficiently given or
made if in writing and either delivered in person with receipt acknowledged
or sent by registered or certified mail, return receipt requested, postage
prepaid, or by telecopy and confirmed by telecopy answerback, addressed as
follows:

          (a) If to any Holder or holder of Warrant Stock, at its last
     known address appearing on the books of the Company maintained for
     such purpose.

          (b) If to the Company at

              Bio-Plexus, Inc.
              129 Reservoir Road
              Vernon, CT 06066
              Attention:    Carl Sahi
              Fax:  (860) 870-6118

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Every notice, demand,
request, consent, approval, declaration, delivery or other communication
hereunder shall be deemed to have been duly given or served on the date on
which personally delivered, with receipt acknowledged, telecopied and
confirmed by telecopy answerback, or three Business Days after the same
shall have been deposited in the United States mail. Failure or delay in
delivering copies of any notice, demand, request, approval, declaration,
delivery or other communication to the person designated above to receive a
copy shall in no way adversely affect the effectiveness of such notice,
demand, request, approval, declaration, delivery or other communication.

     14.3. REMEDIES. Each holder of Warrant and Warrant Stock, in addition
to being entitled to exercise all rights granted by law, including recovery
of damages, will be entitled to specific performance of its rights under of
this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Warrant and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.

     14.4. SUCCESSORS AND ASSIGNS. Subject to the provisions of Sections
3.1 and 9, this Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the
successors and assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this
Warrant and, with respect to Section 9 hereof, holders of Warrant Stock,
and shall be enforceable by any such Holder or holder of Warrant Stock.

     14.5. AMENDMENT. This Warrant and all other Warrants may be modified
or amended or the provisions hereof waived with the written consent of the
Company and the Majority Holders, provided that no such Warrant may be
modified or amended to reduce the number of shares of Common Stock for
which such Warrant is exercisable or to increase the price at which such
shares may be purchased upon exercise of such Warrant (before giving effect
to any adjustment as provided therein) without the prior written consent of
the Holder thereof, provided however, that the foregoing shall not limit
the operation of Section 4.6.

     14.6. SEVERABILITY. Wherever possible, each provision of this Warrant
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Warrant.

     14.7. HEADINGS. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.

     14.8. ROLLOVER TRANSACTIONS. For the avoidance of doubt, the Company
acknowledges and agrees that this Warrant is fully vested as of the date
hereof and shall continue to be in full force and effect even if the
Rollover Transactions (as defined in the Note) are not consummated for any
reason.

     14.9. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO THE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED
STATES OF AMERICA, IN EACH CASE LOCATED IN THE COUNTY OF NEW YORK, FOR ANY
ACTION, PROCEEDING OR INVESTIGATION IN ANY COURT OR BEFORE ANY GOVERNMENTAL
AUTHORITY ("LITIGATION") ARISING OUT OF OR RELATING TO THIS WARRANT AND THE
TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION
RELATING THERETO EXCEPT IN SUCH COURTS), AND FURTHER AGREES THAT SERVICE OF
ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO ITS
RESPECTIVE ADDRESS SET FORTH IN THIS WARRANT SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY LITIGATION BROUGHT AGAINST IT IN ANY SUCH COURT. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
OBJECTION TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF THIS
WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF THE STATE
OF NEW YORK OR THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED IN THE
COUNTY OF NEW YORK, AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY
JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS
WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
<PAGE>


     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by an officer thereunto duly authorized.



Dated:  October 21, 1999

                                BIO-PLEXUS, INC.


                                 By: /s/ Carl Sahi
                                    ----------------------------------
                                    Name:  Carl Sahi
                                    Title: President & CEO
<PAGE>
                                 EXHIBIT A

                             SUBSCRIPTION FORM

               [To be executed only upon exercise of Warrant]

                    Net Issue Exercise _____No ______Yes


          The undersigned registered owner of this Warrant irrevocably
exercises this Warrant for the purchase of _____ shares of Common Stock of
Bio-Plexus, Inc. and herewith makes payment therefor, all at the price and
on the terms and conditions specified in this Warrant and requests that
certificates for the shares of Common Stock hereby purchased (and any
securities or other property issuable upon such exercise) be issued in the
name of and delivered to _____________ whose address is ________________
and, if such shares of Common Stock shall not include all of the shares of
Common Stock issuable as provided in this Warrant, that a new Warrant of
like tenor and date for the balance of the shares of Common Stock issuable
hereunder be delivered to the undersigned.


                                 -------------------------------------
                                 (Name of Registered Owner)



                                 -------------------------------------
                                 (Signature of Registered Owner)



                                 -------------------------------------
                                 (Street Address)



                                 -------------------------------------
                                 (City)    (State)          (Zip Code)





NOTICE:   The signature on this subscription must correspond with the name
          as written upon the face of the within Warrant in every
          particular, without alteration or enlargement or any change
          whatsoever.
<PAGE>

                                 EXHIBIT B

                              ASSIGNMENT FORM


          FOR VALUE RECEIVED the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below
all of the rights of the undersigned under this Warrant, with respect to
the number of shares of Common Stock set forth below:

Name and Address of Assignee                  No. of Shares of Common Stock
- ----------------------------                  -----------------------------






and does hereby irrevocably constitute and appoint ________________
attorney-in-fact to register such transfer on the books of BIO-PLEXUS, INC.
maintained for the purpose, with full power of substitution in the
premises.


Dated:                                       Print Name:
                                                        ------------------

      -------------------                    Signature:
                                                        ------------------

                                             Witness:
                                                        ------------------


NOTICE:   The signature on this assignment must correspond with the name as
          written upon the face of the within Warrant in every particular,
          without alteration or enlargement or any change whatsoever.

                                                                    Exhibit 6
                                  Form of Convertible Note Purchase Agreement








                             CONVERTIBLE NOTE PURCHASE AGREEMENT

                                            AMONG

                                      BIO-PLEXUS, INC.,

                                        THE PURCHASERS
                                  LISTED ON EXHIBIT A HERETO
                                             AND

                                  APPALOOSA MANAGEMENT L.P.,
                                     as Collateral Agent




                                  Dated as of __________1999
<PAGE>
                             TABLE OF CONTENTS

                                                                       Page

1.   Issuance and Sale of Notes and Common Stock...........................1
           1.1.   Definitions..............................................1
           1.2.   Issuance, Purchase and Sale..............................1
           1.3.   Closing..................................................2
           1.4.   Deliveries by the Company................................2
           1.5.   Deliveries by the Purchasers.............................3
2.   Representations and Warranties of the Company.........................4
           2.1.   Organization; Subsidiaries...............................4
           2.2.   Due Authorization........................................4
           2.3.   Capitalization...........................................5
           2.4.   SEC Reports Correspondence...............................5
           2.5.   Financial Statements.....................................6
           2.6.   Litigation...............................................6
           2.7.   Title to Properties; Insurance...........................6
           2.8.   Consents, etc............................................7
           2.9.   No Material Adverse Change...............................7
           2.10.  Taxes....................................................7
           2.11.  Compliance with ERISA....................................8
           2.12.  Labor Relations..........................................9
           2.13.  Intellectual Property Rights.............................9
           2.14.  Possession of Franchises, Licenses, Etc.................10
           2.15.  Compliance with Laws....................................10
           2.16.  Conflicting Agreements and Charter Provisions...........10
           2.17.  Suppliers...............................................11
           2.18.  Products................................................11
           2.19.  Offering of the Securities..............................11
           2.20.  Existing Indebtedness; Future Liens.....................12
           2.21.  Environmental Matters...................................12
           2.22.  Solvency................................................12
           2.23.  Security Documents......................................13
           2.24.  Brokers or Finders......................................13
           2.25.  Holding Company Act and Investment Company Act..........13
           2.26.  Related Party Transactions..............................13
           2.27.  Year 2000...............................................13
           2.28.  Disclosure..............................................14
3.   Representations and Warranties of the Purchasers.....................14
           3.1.   Organization and Qualification..........................14
           3.2.   Due Authorization.......................................14
           3.3.   Acquisition for Investment..............................15
           3.4.   Offering of Securities..................................15
           3.5.   Accredited Investor.....................................15
4.   Registration, Exchange and Transfer of Notes.........................15
           4.1.   The Note Register; Persons Deemed Owners................15
           4.2.   Issuance of New Notes Upon Exchange or Transfer.........15
5.   Payment of Notes.....................................................16
           5.1.   Home Office Payment.....................................16
           5.2.   Limitation on Interest..................................16
           5.3.   Accreted Value..........................................16
           5.4.   Interest................................................17
           5.5.   Principal...............................................18
6.   Covenants of the Company.............................................18
           6.1.   Maintenance of Office or Agency.........................18
           6.2.   Money for Security Payments to be Held in Trust.........18
           6.3.   Existence...............................................18
           6.4.   Maintenance of Properties...............................19
           6.5.   Payment of Taxes and Other Claims.......................19
           6.6.   Limitation on Indebtedness..............................19
           6.7.   Limitation on Encumbrances..............................19
           6.8.   Limitation on Related Party Transactions................20
           6.9.   Limitation on Dividends; Stock Issuances................20
           6.10.  Subsidiary Guarantees...................................20
           6.11.  Additional Offerings of Securities......................21
           6.12.  Pledges of Intercompany Notes...........................21
           6.13.  No Speculative Transactions.............................22
           6.14.  Restricted Investments..................................22
           6.15.  Financial Covenants.....................................22
           6.16.  Sale and Leaseback Transactions.........................24
           6.17.  Line of Business........................................24
           6.18.  Sale of Assets..........................................24
           6.19.  Indenture Relating to the Notes.........................25
           6.20.  Financial Statements and Information....................25
           6.21.  Inspection..............................................26
           6.22.  Compliance with Laws....................................27
           6.23.  Supplemental Disclosure.................................28
           6.24.  Proceeds................................................28
           6.25.  Insurance; Damage to or Destruction of Collateral.......28
           6.26.  Rights of Required Holders to Designate Directors;
                    Board Composition.....................................29
           6.27.  Executive Officers......................................30
           6.28.  Board and Committee Notice Requirement..................30
           6.29.  Reimbursement of Certain Expenses.......................31
           6.30.  Limitation of Agreements................................31
           6.31.  Redemption of Convertible Debentures....................31
           6.32.  Operations in Accordance with the Business Plan.........31
7.   Events of Default and Remedies.......................................31
           7.1.   Events of Default and Remedies..........................31
           7.2.   Acceleration of Maturity................................34
           7.3.   Other Remedies..........................................34
           7.4.   Conduct No Waiver; Collection Expenses..................35
           7.5.   Annulment of Acceleration...............................35
           7.6.   Remedies Cumulative.....................................35
8.   Redemption 35
           8.1.   Optional Redemption.....................................35
           8.2.   Partial Redemption......................................36
           8.3.   Change of Control.......................................36
           8.4.   Redemption Procedures...................................36
9.   Conversion 37
           9.1.   Holder's Option to Convert into Common Stock............37
           9.2.   Exercise of Conversion Privilege........................37
           9.3.   Fractions of Shares; Interest...........................38
           9.4.   Reservation of Stock; Listing...........................38
           9.5.   Rights..................................................38
           9.6.   Adjustment of Conversion Ratio..........................39
           9.7.   Merger or Consolidation.................................42
           9.8.   Notice of Certain Corporate Actions.....................43
           9.9.   Reports as to Adjustments...............................43
10.  The Collateral Agent.................................................43
           10.1.  Appointment.............................................43
           10.2.  Delegation of Duties....................................44
           10.3.  Exculpatory Provisions..................................44
           10.4.  Reliance by the Collateral Agent........................44
           10.5.  Notice of Default.......................................45
           10.6.  Non-Reliance on Collateral Agent and Other Purchasers...45
           10.7.  Indemnification.........................................46
           10.8.  Collateral Agent in its Individual Capacity.............46
           10.9.  Successor Collateral Agent..............................47
11.  Interpretation.......................................................47
           11.1.  Definitions.............................................47
           11.2.  Accounting Principles...................................62
12.  Miscellaneous........................................................62
           12.1.  Payments; Indemnity.....................................62
           12.2.  Severability............................................64
           12.3.  Specific Enforcement....................................64
           12.4.  Entire Agreement........................................64
           12.5.  Counterparts............................................64
           12.6.  Notices and other Communications........................64
           12.7.  Amendments..............................................65
           12.8.  Successors and Assigns..................................66
           12.9.  Expenses................................................66
           12.10. Survival................................................66
           12.11. Transfer of Notes and Common Stock......................66
           12.12. GOVERNING LAW...........................................67
           12.13. Submission to Jurisdiction..............................67
           12.14. Service of Process......................................67
           12.15. WAIVER OF JURY TRIAL....................................67
           12.16. Public Announcements....................................67
           12.17. Further Assurances......................................68
           12.18. Substitution of Purchaser...............................68
           12.19. Signatures..............................................68


<PAGE>
          THIS CONVERTIBLE NOTE PURCHASE AGREEMENT, dated as of _________,
1999 (this "Agreement"), is made among BIO-PLEXUS, INC., a Connecticut
corporation (the "Company"), the purchasers listed on Exhibit A hereto
(each such party, a "Purchaser" and collectively, the "Purchasers"), and
APPALOOSA MANAGEMENT L.P., as Collateral Agent (the "Collateral Agent").

          WHEREAS, the parties hereto have previously entered into a Note
Purchase Agreement (the "Note Purchase Agreement");

          WHEREAS, the Note Purchase Agreement provides that, subject to
the terms and conditions specified therein, the parties thereto will enter
into this Agreement;

          WHEREAS, upon the terms and subject to the conditions set forth
in this Agreement, the Purchasers wish to purchase from the Company, and
the Company wishes to issue and sell to the Purchasers, (i) Zero Coupon
Secured Convertible Notes due [______, 2004] (the "Notes") issued by the
Company in the aggregate principal amount of $____________ (the "Face
Amount") and (ii) an aggregate of 250,000 shares (the "Shares") of Common
Stock, no par value, of the Company (the "Common Stock");

          WHEREAS, the Notes shall be convertible (under the circumstances
described herein) into shares of Common Stock, no par value, of the Company
(the "Common Stock"); and

          WHEREAS, the Purchasers and the Company desire to provide for
such purchase and sale and to establish various rights and obligations in
connection therewith.

          NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties and agreements herein set forth, the parties
hereto agree as follows:

     1.   Issuance and Sale of Notes and Common Stock.
          -------------------------------------------

          1.1. Definitions. Certain capitalized terms used in the Agreement
are defined in Section 13 hereof; references to a "Schedule" or an
"Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit
attached to this Agreement.

          1.2. Issuance, Purchase and Sale. (a) Upon the terms and subject
to the conditions set forth herein, the Company is issuing and selling to
the Purchasers and the Purchasers are purchasing from the Company, the
Notes and the Shares for an aggregate cash purchase price of [$________]
(the "Purchase Price"). The Notes shall be in the form of Exhibit 1.2
hereto.

          (b) The parties agree that the fair market value of the Notes is
$_____ and the fair market value of the Common Stock purchased hereby is
$[750,000]. Each party agrees to file all tax returns consistent with such
allocation and to take no position in consistent with such allocation,
unless required by law.

          1.3. Closing. (a) The closing of the transactions contemplated
hereby (the "Closing") will take place simultaneously herewith at the
offices of Fried, Frank, Harris, Shriver & Jacobson, New York, New York.

          1.4. Deliveries by the Company. At the Closing, the Company is
delivering to each Purchaser (and to such other parties as otherwise set
forth below) the following:

               (i) duly executed Notes in the principal amount set forth
          opposite such Purchaser's name on Exhibit 1.4i hereto;

               (ii) a duly executed warrant to purchase 1,500,000 shares of
          Common Sock with an exercise price of $7 per share in the form
          attached hereto as Exhibit 1.4 hereto (the "$7 Warrants");

               (iii) an opinion of the Company's counsel, dated as of the
          date hereof, addressed to such Purchaser in the form of Exhibit
          1.4ii hereto;

               (iv) an Officers' Certificate, dated as of the date hereof,
          certifying that: the (A) representations and warranties contained
          in Section 2 hereof are true and correct; and (B) holders of more
          than 50% of the Company's outstanding Common Stock have approved
          the Rollover Transactions at a properly called special meeting of
          the stockholders of the Company;

               (v) a good standing certificate for the Company, dated no
          earlier than seven days prior to the date hereof, from the State
          of Connecticut;

               (vi) a copy of the resolutions of the Board of Directors
          authorizing the execution of each of the Transaction Documents
          and the performance of the transactions contemplated by the
          Transaction Documents which shall be certified as true, correct
          and effective as of the date hereof by an officer of the Company;

               (vii) duly executed copies of the Security Agreement [and
          the Intercreditor Agreement] in the forms attached hereto as
          Exhibits 1.4A and B, and copies of any other Collateral
          Documentation including Financing Statements required to perfect
          the Holders' security interest in the Collateral;

               (viii) a duly executed copy of the Registration Rights
          Agreement attached hereto as Exhibit 1.4vii;

               (ix) a duly executed copy of the Escrow Agreement attached
          hereto as Exhibit 1.4viii;

               (x) an opinion from an independent valuation consultant or
          appraiser reasonably satisfactory to the Purchasers in form and
          substance reasonably satisfactory to the Purchasers supporting
          the conclusions that, after giving effect to the Rollover
          Transactions, the Company will not be insolvent by the incurrence
          of Indebtedness incurred in connection therewith, or be left with
          unreasonably small capital with which to engage in its business,
          or have incurred debts beyond its ability to pay such debts as
          they mature];

               (xi) a copy of the Amended and Restated By-laws of the
          Company in form and substance reasonably satisfactory to the
          Purchasers (the "By-Laws") and which shall be certified as true,
          correct and effective as of the date hereof by an officer of the
          Company;

               (xii) the Purchasers' costs and expenses (including the
          reasonable fees and expenses of its counsel, Fried, Frank,
          Harris, Shriver & Jacobson) incurred in connection with the
          transactions contemplated by the Transaction Documents to be paid
          as set forth in Section 1.5(i)(Y); and

               (xiii) such other instruments and documents as reasonably
          requested by each Purchaser.

          1.5. Deliveries by the Purchasers. At the Closing, each Purchaser
is delivering to the Company (or such other parties as otherwise set forth
below) the following:

               (i) the amount set forth opposite such Purchaser's name in
          Exhibit 1.5i, such amount being equal to the pro-rata portion of
          the Purchase Price allocable to such Purchaser for the principal
          amount of Notes being purchased by such Purchaser as set forth
          opposite such Purchaser's name in Exhibit 1.5i hereto, less (Y)
          its costs and expenses (including the fees and expenses of its
          counsel, Fried, Frank, Harris, Shriver & Jacobson and
          accountants, which amounts shall be wire transferred by Appaloosa
          in immediately available funds to one or more accounts designated
          by such parties on or prior to the date hereof) [and (Y)
          $________ to be wire transferred in immediately available funds
          to _______ (the "Escrow Agent") pursuant to the Escrow Agreement,
          dated as of the date hereof, by and between the Company, the
          Escrow Agent and the [Collateral Agent]]; and

               [(ii) a duly executed copy of the Escrow Agreement].

     2.   Representations and Warranties of the Company.
          ---------------------------------------------

          The Company represents and warrants to each Holder as follows:

          2.1. Organization; Subsidiaries. (a) The Company is a corporation
duly organized and existing in good standing under the laws of the State of
Connecticut and has the corporate power to own its property and to carry on
its business as now being conducted. The Company is duly qualified as a
foreign corporation to do business and is in good standing in every
jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary and where the failure to so
qualify could, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

               (b) The Company does not have any Subsidiaries. Except as
set forth on Schedule 2.1(b), the Company does not own, directly or
indirectly, or have the right or obligation to acquire, any interest in any
business association or other Person.

          2.2. Due Authorization. The Company has all right, power and
authority to enter into, deliver and perform the Transaction Documents to
which it is a party and to consummate the transactions contemplated
thereby. The execution and delivery of each Transaction Document by the
Company and the performance by it of the transactions contemplated thereby
(including, without limitation, the issuance and sale of the Notes, the
Shares and issuance of shares of Common Stock upon conversion of the Notes)
and compliance by the Company with all the provisions of each Transaction
Document (as applicable) has been duly authorized by all requisite
corporate proceedings on the part of the Company, (including, without
limitation, approval by holders of more than 50% of the outstanding Common
Stock). Each of the Transaction Documents has been duly executed and
delivered on behalf of the Company, and each such Transaction Document
constitutes the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its respective terms,
except to the extent that such enforceability (i) may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to creditors' rights generally or (ii) is subject to general
principles of equity. The Shares and the shares of Common Stock issuable
upon conversion of the Notes have been validly reserved for issuance, and
upon issuance, will be validly issued and outstanding, fully paid and
nonassessable.

          2.3. Capitalization. The authorized capital stock of the Company
consists of (i) 25,000,000 shares of Common Stock, of which, as of the date
hereof, 13,643,308 shares were issued and outstanding, 809,750 shares were
reserved for issuance upon the exercise of outstanding stock options
pursuant to the Company's option plans, 1,380,386 shares were reserved for
issuance upon the exercise of the outstanding warrants, and 2,500,000
shares were reserved for issuance upon the conversion of certain 6%
Convertible Debentures due 2004 and (ii) 3,000,000 shares of Preferred
Stock, no par value (the "Preferred Stock"), of which, as of the date
hereof, no shares were issued and outstanding. All of the outstanding
shares of Common Stock are validly issued and are fully paid and
nonassessable. No class of Capital Stock of the Company is entitled to
preemptive rights. Except as set forth on Schedule 2.3, there are no
outstanding options, warrants, subscription rights, calls or commitments of
any character whatsoever relating to, or securities or rights convertible
into, shares of any class of Capital Stock of the Company, or Contracts, by
which the Company is or may become bound to issue additional shares of its
Capital Stock or options, warrants or other rights to purchase or acquire
any shares of its Capital Stock. Except as set forth on Schedule 2.3, no
warrants, bonds, debentures, notes or other Indebtedness or other security
having the right to vote (or convertible into or exercisable for securities
having the right to vote) on any matters on which stockholders may vote
were issued or outstanding. Except as set forth on Schedule 2.3 or as
contemplated by the Transaction Documents, the Company is not a party to,
and, to the Company's best knowledge, there are, and immediately after the
Closing, there will be, no agreement, restriction or encumbrance (such as a
preemptive or similar right of first refusal, right of first offer, proxy,
voting agreement, voting trust, registration rights agreement,
shareholders' agreement, etc., whether or not the Company is a party
thereto) with respect to the purchase, sale or voting of any shares of
Capital Stock of the Company (whether outstanding or issuable upon
conversion, exchange or exercise of outstanding securities) or other
securities of the Company pursuant to any provision of law, the Certificate
of Incorporation or By-Laws, any agreement or otherwise. Except as set
forth on Schedule 2.3 or as contemplated by the Transaction Documents, no
person has the right to nominate or elect one or more directors of the
Company. Immediately following the transactions contemplated hereby, the
Company's capitalization will be as set forth in Schedule 2.3. The Company
has not declared or paid any dividend or made any other distribution of
cash, stock or other property to its stockholders since January 1, 1996.

          2.4. SEC Reports Correspondence. The Company has filed all proxy
statements, reports and other documents required to be filed by it under
the Exchange Act from and after January 1, 1995; and the Company has
furnished each Purchaser true and complete copies of all annual reports,
quarterly reports, proxy statements and other reports under the Exchange
Act filed by the Company from and after such date, each as filed with the
SEC (collectively, the "SEC Reports"). Each SEC Report was in compliance in
all material respects with the requirements of its respective report form
and did not on the date of filing contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and as of the
date hereof there is no fact or facts not disclosed in the SEC Reports
which relate specifically to the Company and which could, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.
The Company has made available for inspection by each Purchaser copies of
all correspondence between the Company and the SEC from and after January
1, 1995.

          2.5. Financial Statements. The financial statements (including
any related schedules and/or notes) included in the SEC Reports have been
prepared in accordance with GAAP consistently followed (except as indicated
in the notes thereto) throughout the periods involved and fairly present
the consolidated financial condition, results of operations, cash flows and
changes in stockholders' equity of the Company as of the respective dates
thereof and for the respective periods then ended (in each case subject, as
to interim statements, to changes resulting from year-end adjustments, none
of which were material in amount or effect). Except as set forth on
Schedule 2.5, the Company is not subject to any Liabilities, except (i)
Liabilities in the respective amounts reflected or reserved against in the
Company's balance sheet as of December 31, 1998 included in the SEC Reports
or (ii) Liabilities incurred in the ordinary course of business since
December 31, 1998 which could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          2.6. Litigation. (a) Except as set forth on Schedule 2.6, there
is no Litigation pending or, to the knowledge of the Company, threatened
against the Company or any of its properties or assets by or before any
court, arbitrator or other Governmental Entity.

               (b) The Company is not in default under or in breach of any
Order of any court, arbitrator or other Governmental Entity, and the
Company is not subject to or a party to any Order of any court, arbitrator
or other Governmental Entity arising out of any claim, demand, notice,
action, suit or proceeding under any Law.

          2.7. Title to Properties; Insurance. (a) Except as set forth on
Schedule 2.7(a), the Company has good and valid title to, or, in the case
of property leased by it as lessee, a valid and subsisting leasehold
interest in, the Company's properties and assets, free of all Liens.

               (b) Schedule 2.7(b) sets forth a complete and correct list
of all insurance coverage carried by the Company, the carrier and the terms
and amount of coverage. All of the material assets of the Company and all
aspects of the Company's business that are of insurable character are
covered by insurance with insurers against risks of liability, casualty and
fire and other losses and liabilities customarily obtained to cover
comparable businesses and assets in amounts, scope and coverage which are
consistent with prudent industry practice. The Company is not in default
with respect to its obligations under any such insurance policy maintained
by it. All such policies and other instruments are in full force and effect
and no premiums with respect thereto are past due and owed. The Company has
not failed to give any notice or present any material claim under any such
insurance policy in due and timely fashion or as required by any of such
insurance policies. The Company has not otherwise through any act, omission
or non-disclosure, jeopardized or impaired full recovery of any claim under
such policies, and there are no claims by the Company under any of such
policies to which any insurance company is denying liability or defending
under a reservation of rights or similar clause. The Company has not
received notice of any pending or threatened termination of any of such
policies or any premium increases for the current policy period with
respect to any of such policies and the consummation of the transactions
contemplated by the Transaction Documents will not result in any such
termination or premium increase.

          2.8. Consents, etc. The Company is not required to obtain any
consent, approval or authorization of, or to make any registration
declaration or filing with, any Governmental Entity or third party as a
condition to or in connection with the valid execution and delivery of any
of the Transaction Documents (including, without limitation, the issuance
and sale of the Notes and the Shares), or the performance by the Company of
its obligations in respect of any thereof, except for (i) filings required
pursuant to state and federal securities laws to effect any registration of
Securities pursuant to this Agreement and the Registration Rights
Agreement, (ii) filing of the Financing Statements [and Mortgages], (iii)
filings to be made with the U.S. Patent and Trademark Office or the U.S.
Copyright Office to perfect the Holders' first priority security interest
in the Intellectual Property constituting Collateral under the Collateral
Documentation, (iv) filing on Form 8-K under the Exchange Act to report the
consummation of the transactions contemplated hereby and (v) the approval
of the stockholders of the Company referred to in Section 6.33.

          2.9. No Material Adverse Change. Since December 31, 1998, no
event has occurred or failed to occur which could, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

          2.10. Taxes. Except as set for on Schedule 2.10:

               (a) The Company (i) has timely filed all Tax Returns
(including, but not limited to, those filed on a consolidated, combined or
unitary basis) required to have been filed by the Company, all of which Tax
Returns are true, correct and complete in all material respects; (ii) has
within the time and manner prescribed by Law paid all Taxes, required to be
paid in respect of the periods covered by such Tax Returns or otherwise due
to any Governmental Entity; (iii) has established and maintained on its
books and records, accruals and reserves that are adequate for the payment
of all Taxes not yet due and payable and attributable to any period
preceding the date hereof; and (iv) has not received notice of any
deficiencies for any Tax from any Governmental Entity against the Company,
which deficiency has not been satisfied. The Company is not the subject of
any currently ongoing audit or judicial or administrative proceeding
relating to Taxes, nor is any such audit pending or, to the Company's
knowledge, threatened. With respect to any taxable period ended prior to
[December 31, 1994], all Tax Returns including the Company has been audited
by the Internal Revenue Service or are closed by the applicable statute of
limitations. The accruals and reserves for Taxes on the Company's balance
sheet as of December 31, 1998 included in the SEC Reports are complete and
adequate in all respects to cover any and all Liabilities of the Company
for Taxes through such date. There are no Liens with respect to Taxes upon
any of the properties or assets, real or personal, tangible or intangible,
of the Company (other than Liens for Taxes not yet due). No claim has been
made or threatened by any Governmental Entity in a jurisdiction where the
Company does not file Tax Returns that the Company is or may be subject to
taxation by that jurisdiction. The Company has not filed an election under
Section 341(f) of the Code to be treated as a consenting corporation. The
Company is not or has not been a party to any tax sharing agreement.

               (b) The Company has duly withheld or collected all Taxes
required by Law to have been withheld or collected (including Taxes
required by Law to be withheld or collected in connection with amounts paid
or owing to any employee, independent contractor, creditor, stockholder or
other third party) and any such amounts required to be remitted to a
Governmental Entity have been timely remitted.

          2.11. Compliance with ERISA. Schedule 2.11 sets forth a complete
and correct list of all (i) Benefit Plans, (ii) Employee Agreements,
including (in the case of each of (i) and (ii)) all amendments thereto, and
trust or funding agreements with respect thereto (excluding any grantor
trusts established to hold assets subject to the claims of the Company's
creditors) and (iii) summary plan descriptions and communications of any
material modifications to any employee or employees relating to any Benefit
Plan or Employee Agreement. Each Benefit Plan has been established and
operated in accordance with terms thereof and all other applicable Laws,
including but not limited to the Code and ERISA, and the Company and each
ERISA Affiliate is in compliance with the terms of each Employee Agreement.
Neither the Company nor any ERISA Affiliate presently sponsors, maintains,
contributes to, or is required to contribute to, nor has the Company nor
any ERISA Affiliate ever sponsored, maintained, contributed to, or been
required to contribute to, an "employee pension benefit plan" (within the
meaning of Section 3(2) of ERISA) which is subject to Title IV of ERISA or
Section 412 of the Code or a "multiemployer plan" (within the meaning of
Section 4001(a)(3) of ERISA). Neither the Company nor any ERISA Affiliate
has ever maintained or contributed to or been required to maintain or
contribute to any employee welfare benefit plan (within the meaning of
Section 3(1) of ERISA) which provides for post-retirement medical, life
insurance or other welfare-type benefits, and neither the Company nor any
ERISA Affiliate has any Liability for any such post-retirement benefits to
any present or former employee.

          2.12. Labor Relations. No unfair labor practice complaint or any
complaint alleging sexual harassment or sex, age, race or other employment
discrimination has been brought during the last three years against the
Company before the National Labor Relations Board, the Equal Employment
Opportunity Commission or any other Governmental Entity, nor is there any
charge, investigation (formal or informal) or complaint pending, or to the
knowledge of the Company, threatened, against the Company regarding any
labor or employment matter. There have been no governmental audits of the
equal employment opportunity practices of the Company and, to the knowledge
of the Company, no reasonable basis for any such audit exists. The Company
(i) is in compliance with all applicable Laws respecting employment,
employment practices, labor, terms and conditions of employment, collective
bargaining and wages and hours, and (ii) has withheld all amounts required
by Law or by agreement to be withheld from the wages, salaries and other
payments to its employees.

          2.13. Intellectual Property Rights. Schedule 2.13(a) sets forth a
complete and correct list of all Intellectual Property of the Company (the
"Company Intellectual Property"). Except as set forth on Schedule 2.13(b),
the Company owns and possesses all right, title and interest in, or
possesses adequate licenses to (without the making of any payment to others
or the obligation to grant rights to others in exchange) all the Company
Intellectual Property, free and clear of any Liens, licenses or other
restrictions. The Company has the right to require the applicant of any
Company Intellectual Property which is an application, including but not
limited to patent applications, trademark applications, service mark
applications, copyright applications, or mask work applications, to
transfer ownership to the Company of the application and of the
registration once it issues. All registered patents, trademarks, service
marks and copyrights listed on Schedule 2.13(a) are valid and subsisting
and in full force and effect. The Company Intellectual Property is all the
Intellectual Property that is necessary for the ownership, maintenance and
operation of the Company's properties and assets and the Company has the
right to use all of the Company Intellectual Property in all jurisdictions
in which the Company conducts or proposes to conduct its business, and the
consummation of the transactions contemplated hereby will not alter or
impair any such rights. The Company has never agreed to indemnify any
person for or against any interference, infringement, misappropriation or
other conflict with respect to any Company Intellectual Property. No third
party has interfered with, infringed upon, misappropriated or otherwise
come into conflict with any Company Intellectual Property. The Company has
taken all necessary and desirable action to maintain and protect each item
of Company Intellectual Property. The validity, ownership, enforceability,
use or legality of the Company Intellectual Property is not being
questioned or opposed in any Litigation or Order to which the Company or
any Person who has granted a license of Intellectual Property to the
Company, is a party or subject, nor, to the knowledge of the Company, is
any such Litigation or Order threatened. The conduct of the Company as
currently conducted and as currently proposed to be conducted does not and
will not infringe, interfere with, misappropriate or otherwise come into
conflict with any Intellectual Property of any other Person, and the
Company has not received any charge, complaint, claim, demand or notice
alleging any such infringement, interference, misappropriation or conflict
(including any claim that the Company must license or refrain from using
any Intellectual Property of any other Person). Except as set forth in
Schedule 2.13(b), the Company has not granted any licenses of Intellectual
Property to any Person.

          2.14. Possession of Franchises, Licenses, Etc. The Company
possesses all franchises, certificates, licenses, permits and other
authorizations from Governmental Entities and other rights, free from
burdensome restrictions, that are necessary for the ownership, maintenance
and operation of its properties and assets, except for those the absence of
which could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect, and the Company is not in violation of
any thereof.

          2.15. Compliance with Laws. The Company is in compliance with all
applicable Laws including, without limitation, all rules, regulations and
other Laws of the Food and Drug Administration (the "FDA") relating to the
design, development, manufacturing, sales and distribution of safety
medical products and accessories, except where the failure to comply could
not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. No Order has been issued nor any Law enacted which
prevents, nor does any Law prohibit the consummation of the transactions
contemplated by any of the Transaction Documents.

          2.16. Conflicting Agreements and Charter Provisions. The Company
has not entered into any Contract and the Company is not subject to any
charter or by-law provision or any Order which in any case could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Neither the execution and delivery of any of the
Transaction Documents, nor the issuance, sale and delivery of the Notes or
the Shares, nor the fulfillment of or compliance with the terms and
provisions hereof or thereof, will conflict with or result in a breach of
the terms, conditions, or provisions of, or give rise to a right of
termination under, or constitute a default under, or result in the creation
of any Lien, or result in any violation of, the Certificate of
Incorporation or By-Laws or other organizational documents of the Company
or any Contract of the Company. The Company has not defaulted under any
outstanding indenture or other debt instrument or with respect to the
payment of the principal of or interest on any outstanding obligations for
borrowed money, and the Company is not in default under any of its
Contracts except, in the case of Contracts, where such default could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

          2.17. Suppliers. Except as set forth on Schedule 2.17, no Major
Supplier has during the last twelve months materially increased or, to the
knowledge of the Company, threatened to materially increase its prices or
materially decreased or limited or, to the knowledge of the Company,
threatened to materially decrease or limit its provision of services or
supplies to the Company. During the last twelve months, there has been no
termination, cancellation or limitation of, or any material change in, the
business relationships of the Company with any Major Supplier. To the
knowledge of the Company, there will not be any such change in relations
with any Major Supplier or triggering of any right of termination,
cancellation or penalty or other payment in connection with or as a result
of the transactions contemplated by the Transaction Documents that could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

          2.18. Products. Except as set forth on Schedule 2.18, there are
no statements, citations or decisions by the FDA or any other Governmental
Entity stating that any product manufactured, sold, rented, leased,
designed, distributed or marketed at any time by the Company ("Products")
is defective or unsafe or fails to meet any standards promulgated by the
FDA or such Governmental Entity. Except as set forth on Schedule 2.18,
there is no (i) fact relating to any Product that, to the knowledge of the
Company, may impose upon the Company a duty to recall or retrofit any
Product or a duty to warn customers of a defect in any Product, (ii) latent
or overt design, manufacturing or other defect in any Product that could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect or (iii) Liability for warranty claims or returns with
respect to any Product that could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          2.19. Offering of the Securities. Neither the Company nor any
Person acting on its behalf has offered the Securities or any similar
securities of the Company for sale to, solicited any offers to buy the
Securities or any similar securities of the Company from or otherwise
approached or negotiated with respect to the Company with any Person other
than the Purchasers and other "accredited investors" (as defined in Rule
501(a) under the Securities Act). Neither the Company nor any Person acting
on its behalf has taken or, except as contemplated hereby will take any
action (including, without limitation, any offering of any securities of
the Company under circumstances which would require the integration of such
offering with the offering of the Securities under the Securities Act)
which could reasonably be expected to subject the offering, issuance or
sale of the Securities to the registration requirements of Section 5 of the
Securities Act or violate the provisions of any securities, "blue sky", or
similar law of any applicable jurisdiction.

          2.20. Existing Indebtedness; Future Liens. (a) Schedule 2.20 sets
forth a complete and correct list of all outstanding Indebtedness of the
Company as of the date hereof. The Company has not defaulted and no waiver
of default is currently in effect, in the payment of any principal or
interest on any such Indebtedness and no event or condition exists with
respect to any such Indebtedness that would permit (or that with notice or
the lapse of time, or both, would permit) one or more Persons to cause such
Indebtedness to become due and payable before its stated maturity or before
its regularly scheduled dates of payment.

               (b) The Company has not agreed or consented to cause or
permit in the future (upon the happening of a contingency or otherwise) any
of its property, whether now owned or hereafter acquired, to be subject to
any Lien (other than Permitted Liens).

          2.21. Environmental Matters. The Company has no knowledge of any
claim or has received any notice of any claim, and no proceeding has been
instituted raising any claim against the Company or any of its real
properties now or formerly owned, leased or operated by it or other assets,
alleging any damage to the environment or violation of any Environmental
Laws. Except as set forth on Schedule 2.21, (i) the Company has no
knowledge of any facts which would give rise to any claim, public or
private, of violation of Environmental Laws or damage to the environment
emanating from, occurring on or affecting real properties now or formerly
owned, leased or operated by the Company or to other assets or their use;
(ii) the Company has not stored any Hazardous Materials on real properties
now or formerly owned, leased or operated by it and has not disposed of any
Hazardous Materials in a manner contrary to any Environmental Laws; and
(iii) all buildings on all real properties now owned, leased or operated by
the Company are in compliance with applicable Environmental Laws.

          2.22. Solvency. The Company is not, and after giving effect to
the issuance of the Notes and the sale of the Shares and the application of
the proceeds therefrom will not be, insolvent within the meaning of Title
11 of the United States Code or any comparable state law provision.

          2.23. Security Documents. Upon proper filing of the Financing
Statements (or assignments thereof) in the offices of the Secretary of
State of Connecticut with respect to the Company (or assignments thereof)
and in the locations identified in the Security Agreement, the Liens
granted under the Transaction Documents shall constitute a fully perfected
security interest in all right, title and interest of the Company in and to
the personal property therein prior to any other security interests against
such property or interests therein.

          2.24. Brokers or Finders. No agent, broker, investment banker or
other Person is or will be entitled to any broker's fee or any other
commission or similar fee from the Company in connection with any of the
transactions contemplated by this Agreement.

          2.25. Holding Company Act and Investment Company Act. The Company
is not: (i) a "public utility company" or a "holding company," or an
"affiliate" or a "subsidiary company" of a "holding company," or an
"affiliate" of such a "subsidiary company," as such terms are defined in
the Public Utility Holding Company Act of 1935, as amended, or (ii) a
"public utility," as defined in the Federal Power Act, as amended, or (iii)
an "investment company" or an "affiliated person" thereof or an "affiliated
person" of any such "affiliated person," as such terms are defined in the
Investment Company Act of 1940, as amended.

          2.26. Related Party Transactions. (a) Except as set forth on
Schedule 2.26, the Company has not entered into or been a party to any
transaction with any Related Party thereof except in the ordinary course
of, and pursuant to the reasonable requirements of, such party's business
and upon fair and reasonable terms that are at least equivalent to an arms
length transaction with a Person not a Related Party of such party.

               (b) Except as set forth on Schedule 2.26, the Company has
not entered into any lending or borrowing transaction with any director,
officer or employee of the Company.

          2.27. Year 2000. The software, computers and other hardware and
systems used by the Company will (i) accurately process date information
before, during and after January 1, 2000, including, but not limited to,
accepting date input, providing date output and performing calculations on
dates or portions of dates; (ii) function accurately and without
interruption before, during and after January 1, 2000 without any change in
operations associated with the advent of the new century; (iii) respond to
two digit year date input in a way that resolves the ambiguity as to
century in a disclosed, defined and predetermined manner; and (iv) store
and provide output of date information in ways that are unambiguous as to
century. The Company has contacted its principal vendors and Major
Suppliers and other Persons with whom the Company has material business
relationships, and each of such vendors, Major Suppliers and other Persons
have notified the Company that its software, computers and other hardware
and systems are Year 2000 compliant in all material respects to the extent
affecting the Company. The ability of such vendors, Major Suppliers and
other Persons to identify and resolve their own Year 2000 issues could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

          2.28. Disclosure. Neither any Transaction Document nor any
Schedule thereto, nor any certificate furnished to any Purchaser by or on
behalf of the Company in connection with the transactions contemplated
thereby, contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements contained herein
and therein not misleading.

     3. Representations and Warranties of the Purchasers. Each Purchaser,
severally and not jointly, represents and warrants to the Company with
respect to such Purchaser as follows:

          3.1. Organization and Qualification. Such Purchaser is duly
organized and existing in good standing under the laws of the state of its
formation and has the power to own its respective property and to carry on
its respective business as now being conducted. Such Purchaser is duly
qualified to do business and in good standing in every jurisdiction in
which the nature of the respective business conducted or property owned by
it makes such qualification necessary, except where the failure to so
qualify would not prevent consummation of the transactions contemplated
hereby or reasonably be expected to have a material adverse effect on such
Purchaser's ability to perform its obligations hereunder.

          3.2. Due Authorization. Such Purchaser has all right, power and
authority to enter into, deliver and perform the Transaction Documents to
which it is a party and to consummate the transactions contemplated
thereby. Such Purchaser's execution and delivery of each Transaction
Document to which it is a party and the performance by such Purchaser of
the transactions contemplated thereby and compliance by such Purchaser with
all the provisions of each Transaction Document to which it is a party (as
applicable) have been duly authorized by all requisite proceedings on the
part of such Purchaser. Each of the Transaction Documents to which it is a
party has been duly executed and delivered on behalf of such Purchaser, and
each such Transaction Document constitutes the legal, valid and binding
obligation of such Purchaser, enforceable against such Purchaser in
accordance with its respective terms, except to the extent that such
enforceability (i) may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to creditors'
rights generally or (ii) is subject to general principles of equity.

          3.3. Acquisition for Investment. Such Purchaser is acquiring the
Notes and the Shares being purchased by it for its own account for the
purpose of investment and not with a view to or for sale in connection with
any distribution thereof except in compliance with all applicable
securities Laws.

          3.4. Offering of Securities. Such Purchaser has not offered the
Securities for sale by any means of general solicitation or general
advertising including, but not limited to, any advertisements, articles,
notices or other communications published in any newspaper, magazine or
similar medium or broadcast over television or radio, or any seminar or
meeting whose attendees were invited by any general solicitation or general
advertising.

          3.5. Accredited Investor. Such Purchaser is an "accredited
investor" within the meaning of Rule 501 promulgated under the Securities
Act.

     4.   Registration, Exchange and Transfer of Notes.
          --------------------------------------------

          4.1. The Note Register; Persons Deemed Owners. The Company shall
maintain, at its office designated for notices in accordance with Section
12.6, a register for the Notes (the "Note Register"), in which the Company
shall record the name and address of the person in whose name each Note has
been issued and the name and address of each transferee and prior owner of
each Note. The Company shall deem and treat the person in whose name a Note
is so registered as the Holder and owner thereof for all purposes and shall
not be affected by any notice to the contrary, until due presentment of
such Note for registration of transfer as provided in this Section 4.

          4.2. Issuance of New Notes Upon Exchange or Transfer. Upon
surrender for exchange or registration of transfer of any Note at the
office of the Company designated for notices in accordance with Section
12.6, the Company shall execute and deliver, at its expense, one or more
new Notes as requested by the Holder of the surrendered Note, each dated
the date so surrendered, but in the same aggregate Face Amount as such
surrendered Note, and registered in the name of such person or persons as
shall be designated in writing by such Holder. Every Note surrendered for
registration of transfer shall be duly endorsed, or be accompanied by a
written instrument of transfer duly executed, by the Holder of such Note or
by his attorney duly authorized in writing. The Company may also condition
the issuance of any new Note or Notes to a Person other than the Holder
thereof on the payment of a sum sufficient to cover any stamp tax or other
governmental charge imposed in respect of such transfer.

     5.   Payment of Notes.
          ----------------

          5.1. Home Office Payment. The Company will pay to each Purchaser
or any transferee thereof all sums becoming due on the Notes (including all
sums which become due on the Notes at the maturity thereof) (a) prior to
the date of execution of an indenture (the "Indenture Date") at the
account/address to be specified by such Purchaser or transferee for such
purpose by notice to the Company, by wire transfer of immediately available
funds, or at such other address or by such other method as such Purchaser
or transferee shall have designated by notice to the Company and (b) at any
time after the Indenture Date, by wire transfer to the Trustee, as
specified in the indenture. Before selling or otherwise transferring any
Note, such Purchaser or transferee will make a notation thereon of the
aggregate amount of all payments of the Face Amount, if any, theretofore
made.

          5.2. Limitation on Interest. No provision of this Agreement or of
the Notes shall require the payment or permit the collection of interest in
excess of the maximum rate which is permitted by Law. If any such excess
interest is provided for herein or in the Notes, or shall be adjudicated to
be so provided for, then the Company shall not be obligated to pay such
interest in excess of the maximum rate permitted by Law, and the right to
demand payment of any such excess interest is hereby waived, any other
provisions in this Agreement or in the Notes to the contrary
notwithstanding.

          5.3. Accreted Value. The Notes have been issued at the original
issue discount ("Original Issue Discount") in the amount stated on the face
of each Note and the Notes will accrete in value to the Face Amount at the
Stated Maturity. Prior to the Stated Maturity, the Accreted Value for any
specified date means, the applicable amount provided below for each $1,000
Face Amount of the Notes:

               (i) if the specified date occurs on one of the following
     dates (each a "Semi-Annual Accrual Date"), the Accreted Value of such
     Face Amount will equal the amount set forth opposite such Semi-Annual
     Accrual Date:

     Semi-Annual Accrual Date                               Accreted Value
     ------------------------                               --------------

               December 31, 1999......................              $
               June 31, 2000 .........................              $
               December 31, 2000......................              $
               June 30 , 2001.........................              $
               December 31, 2001......................              $
               June 30, 2002 .........................              $
               December 31, 2002......................              $
               June 31, 2003 .........................              $
               December 31, 2003......................              $
               June 30, 2004 .........................              $

               (ii) if the specified date occurs before the first
     Semi-Annual Accrual Date, the Accreted Value of such Face Amount will
     equal the sum of (a) the Original Issue Price and (b) an amount equal
     to the product of (1) the Accreted Value of such Face Amount for the
     first Semi-Annual Accrual Date less the original issue price
     multiplied by (2) a fraction, the numerator of which is the number of
     days from the Closing Date to the specified date, using a 360-day year
     of twelve 30-day months, and the denominator of which is the number of
     days elapsed from the original issue date to the first Semi-Annual
     Accrual Date, using a 360-day year of twelve 30-day months;

               (iii) if the specified date occurs between two Semi-Annual
     Accrual Dates, the Accreted Value of such Face Amount will equal the
     sum of (a) the Accreted Value of such Face Amount for the Semi-Annual
     Accrual Date immediately preceding such specified date and (b) an
     amount equal to the product of (1) the Accreted Value of such Face
     Amount for the immediately following Semi-Annual Accrual Date less the
     Accreted Value of such Face Amount for the immediately preceding
     Semi-Annual Accrual Date multiplied by (2) a fraction, the numerator
     of which is the number of days from the immediately preceding
     Semi-Annual Accrual Date to the specified date, using a 360-day year
     of twelve 30-day months, and the denominator of which is 180; or

               (iv) if the specified date occurs after the last Semi-Annual
     Accrual Date, the Accreted Value will equal $1,000.

          5.4. Interest. The Notes shall not bear interest (other than
accrued Original Issue Discount which shall be payable at Stated Maturity),
except that if any amount payable hereunder is not paid when due
(including, without limitation, payment of the Accreted Value or the entire
Face Amount of the Notes, as applicable, under Section 7.2), then in each
such case the overdue amount shall bear interest at a rate of [12%] per
annum compounded semi-annually (to the extent that the payment of such
interest shall be legally enforceable), which interest shall accrue from
the date such overdue amount was due to the date payment of such amount,
including interest thereon, has been made or duly provided for. All such
interest shall be payable on demand. The accrual of such interest on
overdue amounts shall, in the case of any late payment of the Face Amount
or Change of Control Redemption Price, be in lieu of, and not in addition
to, the continued accrual of Original Issue Discount. Original Issue
Discount in the period during which the Notes remain outstanding shall
accrue at 7.5% per annum, compounded semi-annually, computed on the basis
of a 360-day year consisting of twelve 30-day months, beginning on
__________, 1999.

          5.5. Principal. Unless otherwise provided herein, payment of the
Face Amount of the Notes shall be due and payable as provided in the Notes.

     6. Covenants of the Company. The Company covenants that at all times
from and after the date hereof:

          6.1. Maintenance of Office or Agency. The Company shall maintain
in [Vernon, Connecticut] an office or agency where Notes may be presented
or surrendered for payment, where Notes may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the
Company in respect of the Notes may be served. The Company shall give
prompt written notice to the Holders of the location, and any change in the
location, of such office or agency. The Company may also from time to time
designate one or more other offices or agencies (in or outside
[Connecticut]) where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations,
provided, however, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or
agency in [Vernon, Connecticut] for such purposes. The Company shall give
prompt written notice to the Holders of any such designation or rescission
and of any change in the location of any such other office or agency.

          6.2. Money for Security Payments to be Held in Trust. On or
before each date in which payments are due on the Notes, the Company shall
segregate and hold in trust for the benefit of the Persons entitled thereto
a sum sufficient to make such payments when such payments are due, until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided.

          6.3. Existence. The Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its
existence, Material rights (charter and statutory) and franchises and the
existence, Material rights and franchises of all of its Subsidiaries.
Neither the Company nor any of its Subsidiaries shall enter into any
transaction of acquisition of, or merger or consolidation or amalgamation
with, any other Person (including any Subsidiary or Affiliate of the
Company or any of its Subsidiaries), or sell, transfer or otherwise dispose
of ("Transfer") all or substantially all of its assets to any Person, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or make any Material change in the present method of
conducting business or engage in any type of business other than of same
general type now conducted by it. The Company shall not, and shall not
permit any of its Subsidiaries to, amend or otherwise modify (i) the
Company's Certificate of Incorporation, (ii) the By-Laws or (iii) the
charter, by-laws or other organizational documents of any of the Company's
Subsidiaries.

          6.4. Maintenance of Properties. The Company shall cause all
properties used or useful in the conduct of its business or the business of
any Subsidiary to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and shall cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the Company may be
necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section 6.4 shall prevent the Company from discontinuing
the operation or maintenance of any of such property if such discontinuance
is, in the reasonable, good faith judgment of the Company, desirable in the
conduct of its business or the business of any Subsidiary and not
disadvantageous in any Material respect to the Holders.

          6.5. Payment of Taxes and Other Claims. The Company shall pay or
discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all Taxes levied or imposed upon the Company or any of its
Subsidiaries or upon the income, profits or property of the Company or any
of its Subsidiaries, and (ii) all lawful claims for labor, materials and
supplies which, if unpaid, might by Law become a Lien upon the property of
the Company or any of its Subsidiaries; provided, however, that the Company
shall not be required to pay or discharge or cause to be paid or discharged
any such Tax whose amount, applicability or validity is being contested in
good faith by appropriate proceedings.

          6.6. Limitation on Indebtedness. The Company shall not, and shall
not permit any of its Subsidiaries to, create, incur, assume or directly or
indirectly guarantee or in any other manner become directly or indirectly
liable for the payment of any Indebtedness (excluding Permitted
Indebtedness and Indebtedness which is a Guaranty of an Indebtedness of the
Company or any of its Subsidiaries that is otherwise Permitted
Indebtedness).

          6.7. Limitation on Encumbrances. The Company shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, create,
incur, assume or otherwise suffer to exist or cause or otherwise suffer to
become effective any Lien in or on any right, title or interest to any
property (real or personal) that constitutes all or any portion of the
Collateral (a "Restricted Encumbrance," which term excludes the Lien
created in favor of the Holders) unless such Restricted Encumbrance is a
Permitted Lien.

          6.8. Limitation on Related Party Transactions. (a) The Company
shall not, and shall not permit any of its Subsidiaries to, enter into or
be a party to any transaction with any Related Parties (other than any of
the Holders or their Affiliates) except in the ordinary course of, and
pursuant to the reasonable requirements of, such party's business and upon
fair and reasonable terms that are at least equivalent to an arms length
transaction with a Person that is not a Related Party. In addition, if any
such transaction or series of related transactions involves payments in
excess of $[25,000] in the aggregate, the terms of those transactions must
be disclosed in advance to each Holder. All such transactions existing as
of the date hereof are set forth on Schedule 6.8.

               (b) The Company shall not, and shall not permit any of its
Subsidiaries to, enter into any lending or borrowing transaction with any
director, officer or employee of the Company or any of its Subsidiaries.

               (c) The Company shall not, and shall not permit any of its
Subsidiaries to, (i) enter into or adopt or amend any existing agreement or
arrangement relating to severance, (ii) enter into or adopt or amend any
existing severance plan, (iii) enter into or adopt or amend any Benefit
Plan or Employee Agreement or (iv) grant any bonus, salary increase,
severance or termination pay to, any employee, officer, director or
consultant other than in the ordinary course of business consistent with
past practice.

          6.9. Limitation on Dividends; Stock Issuances. The Company shall
not offer or issue any shares of Preferred Stock or Common Stock for any
purpose whatsoever, except for shares of Common Stock issuable upon (i)
exercise of the Warrants, (ii) the conversion of the Notes and (iii)
pursuant to Schedule 6.9. The Company shall not declare any dividends on
any shares of its Capital Stock, or make any payment on account of, or set
apart assets for a sinking or other analogous fund for, the purchase,
redemption, retirement, exchange or other acquisition of any shares of its
Capital Stock, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in
cash, securities, property or in obligations of the Company or any of its
Subsidiaries.

          6.10. Subsidiary Guarantees. The Company shall cause its future
direct and indirect Subsidiaries organized under the laws of any state of
the United States (or the District of Columbia) to jointly and severally
guarantee form of obligations of the Company under the Notes and this
Agreement pursuant to the form of Guarantee and Security Agreement attached
hereto as Exhibit 6.10. The Company shall cause its Subsidiaries organized
under the laws of any jurisdiction other than any state of the United
States or the District of Columbia to jointly and severally guarantee the
obligations of the Company under the Notes and this Agreement pursuant to a
guarantee agreement.

          6.11. Additional Offerings of Securities. Prior to seeking
financing from any third party consisting of an issuance of Equity
Securities (the "Proposed Securities") by the Company on or after the date
hereof, the Company shall notify the Holders of a description in reasonable
detail of the Proposed Securities, the amount proposed to be issued and the
consideration the Company desires to receive therefor (the "Notice"), which
Notice shall constitute an offer to the Holders with respect to the
Proposed Securities on the terms set forth therein. The Holders and the
Company shall, for not less than 20 days after receipt of the Notice
(unless the Holders earlier indicate that they have no interest in
purchasing the Proposed Securities), discuss the possibility of any of the
Holders acquiring the Proposed Securities, after which (if any of the
Holders has not agreed to purchase the Proposed Securities on the terms set
forth in the Notice or such other terms as are mutually acceptable to the
Company and such Holder) the Company shall be permitted to seek and obtain
third party investors to acquire the Proposed Securities, provided that the
closing of such acquisition by such third party investor occurs within 90
days from the date of the Notice and provided that the acquisition of the
Proposed Securities by such third party investor is on terms no more
favorable to such third party investor than those terms set forth in the
Notice. No Equity Securities shall be issued by the Company to any Person
unless the Company has first offered such Equity Securities to the Holders
in accordance with this Section 6.11. This Section 6.11 shall not apply to
the following issuances of securities: (i) pursuant to an approved employee
stock option plan, stock purchase plan, or similar employee benefit program
or agreement, where the primary purpose is not to raise equity capital for
the Company and (ii) issuance of Equity Securities as consideration in a
business combination approved by each member of the Board of Directors.

          6.12. Pledges of Intercompany Notes. The Company shall, and shall
cause each of its future Subsidiaries to, promptly pledge all Intercompany
Notes (and all security agreements and documents relating thereto) created
after the date hereof to the Collateral Agent as Collateral under the
Collateral Documentation. To the extent that, on or after the date hereof,
the Company makes any cash investment in any of its Subsidiaries (in
accordance with Section 6.14) which are organized under the laws of and
doing business in the United States, such investment shall be required to
be made in the form of a loan, which shall be evidenced by an Intercompany
Note and all such Intercompany Notes shall be pledged by the Company to the
Collateral Agent as Collateral under the Collateral Documentation.

          6.13. No Speculative Transactions. The Company shall not, and
shall not permit any of its Subsidiaries to, engage in any transaction
involving commodity options, futures contracts or similar transactions.

          6.14. Restricted Investments. The Company shall not, directly or
indirectly, make or cause or permit, or permit any of its Subsidiaries to,
make or cause or permit, (i) any direct or indirect advance to, (ii) any
loan or other extension of credit to, (iii) any guarantee of any
Indebtedness of, (iv) any capital contribution to, (v) any purchase or
other acquisition of any Equity Interests in, (vi) any purchase or other
acquisition of assets (other than in the ordinary course of business) from
or (vii) any merger with, any Person, including, without limitation, any of
the Company's Subsidiaries in each case other than Permitted Investments.

          6.15. Financial Covenants. (a) The Company's Operating Profit (as
defined below) shall be greater than the amounts listed in the following
chart for the applicable period. "Operating Profit" shall mean, for any
given period, Net Income for such period (exclusive of (A) all amounts in
respect of any extraordinary gains or losses, (B) gains and losses arising
from the sale or other disposition of assets not in the ordinary course of
business, (C) earnings and losses from discontinued operations and (D) fees
and expenses incurred by the Company (including reasonable attorneys' and
accountants' fees and expenses) in connection with the offer and sale of
the Notes) plus, to the extent reflected as a charge in the statement of
Consolidated Net Income for such period, the sum of: (i) all taxes measured
by income (whether paid or deferred) and (ii) interest expense (net of
interest income).

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                               MINIMUM OPERATING PROFIT       MINIMUM OPERATING PROFIT
                                (LOSS) FOR THREE-MONTH        FOR TWELVE-MONTH PERIOD
            DATE                 PERIOD ENDING ON DATE        ENDING ON DATE INDICATED
                                       INDICATED
- --------------------------------------------------------------------------------------
<S>                            <C>                            <C>
December 31, 1999              N/A                            N/A
- --------------------------------------------------------------------------------------
March 30, 2000                 N/A                            N/A
- --------------------------------------------------------------------------------------
June 30, 2000                  N/A                            N/A
- --------------------------------------------------------------------------------------
September 30, 2000             ($ 400,000)                    N/A
- --------------------------------------------------------------------------------------
December 31, 2000              $ 0                            N/A
- --------------------------------------------------------------------------------------
March 31, 2001                 $  500,000                     N/A
- --------------------------------------------------------------------------------------
June 30, 2001                  $1,000,000                     $1,000,000
- --------------------------------------------------------------------------------------
September 30, 2001             $2,000,000                     $3,000,000
- --------------------------------------------------------------------------------------
December 31, 2001              $2,500,000                     $5,500,000
- --------------------------------------------------------------------------------------
March 30, 2002                 $5,000,000                     $10,500,000
- --------------------------------------------------------------------------------------
June 30, 2002                  $5,000,000                     $14,500,000
- --------------------------------------------------------------------------------------
September 30, 2002             $5,000,000                     $17,500,000
- --------------------------------------------------------------------------------------
December 31, 2002              $5,000,000                     $20,000,000
- --------------------------------------------------------------------------------------
March 30, 2003 and the last    $5,000,000                     $22,500,000
day of each calendar quarter
thereafter
- --------------------------------------------------------------------------------------
</TABLE>

               (b) The Company's Product Sales Revenues (excluding revenues
generated by licensing, distribution, supply or similar arrangements) shall
be greater than the amounts listed in the following chart for the
applicable period.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
                               MINIMUM PRODUCT SALES         MINIMUM TOTAL REVENUE FOR
                               REVENUE FOR THREE-MONTH      TWELVE-MONTH PERIOD ENDING
            DATE                PERIOD ENDING ON DATE           ON DATE INDICATED
                                     INDICATED
- --------------------------------------------------------------------------------------
<S>                            <C>                            <C>
December 31, 1999              $1,250,000                     N/A
- --------------------------------------------------------------------------------------
March 30, 2000                 $1,750,000                     N/A
- --------------------------------------------------------------------------------------
June 30, 2000                  $3,500,000                     $7,000,000
- --------------------------------------------------------------------------------------
September 30, 2000             $5,000,000                     $12,200,000
- --------------------------------------------------------------------------------------
December 31, 2000              $6,500,000                     $15,500,000
- --------------------------------------------------------------------------------------
March 31, 2001                 $8,500,000                     $22,500,000
- --------------------------------------------------------------------------------------
June 30, 2001                  $11,500,000                    $31,000,000
- --------------------------------------------------------------------------------------
September 30, 2001             $12,500,000                    $39,000,000
- --------------------------------------------------------------------------------------
December 31, 2001              $15,000,000                    $47,500,000
- --------------------------------------------------------------------------------------
March 31, 2002                 $20,000,000                    $59,000,000
- --------------------------------------------------------------------------------------
June 30, 2002                  $22,500,000                    $70,000,000
- --------------------------------------------------------------------------------------
September 30, 2002             $22,500,000                    $80,000,000
- --------------------------------------------------------------------------------------
March 30, 2003 and the last    $25,000,000                    $100,000,000
day of each calendar quarter
thereafter
- --------------------------------------------------------------------------------------
</TABLE>

               (c) The Company's Consolidated Capital Expenditures shall be
no greater than the amounts listed in the following chart for the
applicable period.


- -------------------------------------------------------------
                                 MAXIMUM PERMITTED CAPITAL
                                 EXPENDITURS FOR SIX-MONTH
            DATE                   PERIOD ENDING ON DATE
                                         INDICATED
- -------------------------------------------------------------
March 30, 2000                 $3,500,000

- -------------------------------------------------------------
September 30, 2000             $3,500,000

- -------------------------------------------------------------
March 31, 2001                 $2,700,000

- -------------------------------------------------------------
September 30, 2001             $2,700,000

- -------------------------------------------------------------
March 30, 2002 and the last
day of each calendar quarter   $2,000,000
thereafter
- -------------------------------------------------------------


          6.16. Sale and Leaseback Transactions. The Company shall not, and
shall not permit any Subsidiary to, enter into any Sale-and-Leaseback
Transaction.

          6.17. Line of Business. The Company shall not, and shall not
permit any of its Subsidiaries to, engage in any business if, as a result,
the general nature of the business in which the Company and its
Subsidiaries, taken as a whole, would then be engaged would be
substantially changed from the general nature of the business in which the
Company and its Subsidiaries, taken as a whole, are engaged on the date of
this Agreement.

          6.18. Sale of Assets. The Company shall not, and shall not permit
any of its Subsidiaries to, Transfer any property or assets, unless the
property or asset that is the subject of such Transfer constitutes (i)
inventory held for sale, (ii) marketable securities available for sale, or
(iii) real estate, equipment, fixtures, supplies or materials no longer
required in the operation of the business of the Company or such Subsidiary
or that is obsolete, and, in the case of any Transfer described in clause
(i) or (iii), such Transfer is in the ordinary course of business.

          6.19. Indenture Relating to the Notes. Upon the written request
of the Required Holders, the Company, at its expense, shall cause to be
prepared, executed and delivered within 30 days after such request an
indenture (including a new form of note, any necessary related
documentation and, from time to time thereafter, any necessary supplements
thereto) with respect to the Notes, which indenture (and form of note)
shall contain terms and provisions substantially the same as those set
forth in Sections 6, 8, 9 and 13 hereof and such other terms and provisions
as are required under the Trust Indenture Act of 1939 and such other items
and provisions as are customary in indentures relating to publicly traded
senior secured debt securities having a rating comparable to the rating
that the Notes would receive if rated by a nationally recognized rating
agency. In such event, the Company shall also appoint as trustee under such
indenture a national banking association reasonably acceptable to the
Required Holders having its principal offices in New York, New York, and
having capital, surplus, and undivided profits of at least $50,000,000. In
connection with the execution of any such indenture, the Holders shall
exchange all outstanding Notes for new notes in the form contemplated by
such indenture, and upon such exchange such new notes shall be deemed to be
"Notes" for purposes hereof.

          6.20. Financial Statements and Information. The Company shall
furnish to each Holder: (a) as soon as practicable and in any event within
45 days after the end of each of the four quarters of each fiscal year and
within 90 days of the end of each fiscal year, (i) copies of the quarterly
and annual reports and of the other information, documents, and other
reports which the Company files or is required to file with the SEC
pursuant to the Exchange Act and of any other reports or information which
the Company delivers or makes available to any of its security holders, at
the time of filing such reports with the SEC or of delivery to the
Company's security holders, as the case may be (but in no event later than
the time such filing or delivery is required pursuant to the Exchange Act)
or (ii) as soon as practicable and in any event within 45 days after the
end of each of the four quarters of each fiscal year and within 90 days of
the end of each fiscal year, quarterly reports for the four quarters of
each fiscal year of the Company and annual reports which the Company would
have been required to file under any provision of the Exchange Act if it
had a class of securities listed on a national securities exchange or was
otherwise required to file such reports under the Exchange Act, within
fifteen Business Days of when such report would have been filed under
Section 13 of the Exchange Act, together with copies of a consolidating
balance sheet of the Company and its Subsidiaries as of the end of each
such accounting period and of the related consolidating statements of
income and cash flow for the portion of the fiscal year then ended, all in
reasonable detail and all certified by the principal financial officer of
the Company to present fairly the information contained therein in
accordance with GAAP (and in the case of annual reports, including
financial statements, audited and certified by the Company's independent
public accountants as required under the Exchange Act); (b) within ninety
days after the end of each fiscal year, a written statement by the
Company's independent certified public accountants stating as to the
Company and its Subsidiaries whether in connection with their audit
examination, any Default or Event of Default has come to their attention;
(c)(i) within forty-five days after the end of the four quarters of the
Company's fiscal year and within ninety days after the end of the Company's
fiscal year, an Officers' Certificate setting forth computations in
reasonable detail showing, as at the end of such quarter or fiscal year, as
the case may be, the Company's compliance with Sections 6.6, 6.7, 6.13,
6.14 and 6.15, and (ii) within thirty days after the end of each fiscal
quarter, an Officers' Certificate stating that as of the date of such
certificate, based upon such examination or investigation and review of
this Agreement, as in the opinion of such signer is necessary to enable the
signer to express an informed opinion with respect thereto, to the best
knowledge of such signer, the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Agreement, and is not
in default in the performance or observance of any of the terms, provisions
and conditions hereof, and to the best of such signer's knowledge, no
Default or Event of Default exists or has existed during such period or, if
a Default or Event of Default shall exist or have existed, specifying all
such defaults, and the nature and period of existence thereof, and what
action the Company has taken, is taking or proposes to take with respect
thereto; (d) promptly after becoming aware of (i) the existence of a
Default or Event of Default or any default in any of the Collateral
Documentation, (ii) any default or event of default under any Indebtedness
of the Company or any of its Subsidiaries, (iii) any Litigation or
proceeding affecting the Company or any of its Subsidiaries in which the
amount claimed is in excess of $[50,000] or in which injunctive relief is
sought which if obtained could individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect or (iv) any change that has
or could reasonably be expected to have a Material Adverse Effect, an
Officers' Certificate specifying the nature and period of existence thereof
and what action the Company is taking or proposes to take with respect
thereto; and (e) such other information, including financial statements and
computations, relating to the performance of the provisions of this
Agreement and the affairs of the Company and any of its Subsidiaries as
each Holder may from time to time reasonably request. The Company shall
keep at its principal executive office a true copy of this Agreement (as at
the time in effect), and cause the same to be available for inspection at
said office, during normal business hours and after reasonable notice to
the Company by any Holder.

          6.21. Inspection. (a) Any Holder shall have the right to visit
and inspect any of the properties of the Company or any of its
Subsidiaries, to examine the books of account and records of the Company or
any of its Subsidiaries, to be provided with copies and extracts therefrom,
to discuss the affairs, finances and accounts of the Company or any of its
Subsidiaries with, and to be advised as to the same by, its and their
officers and employees, and its and their independent public accountants
(and the Company authorizes such independent public accountants to discuss
the Company's or any Subsidiaries' financial matters with such Holder and
its representatives, regardless of whether any representative of the
Company is present, but provided that an officer of the Company will be
afforded a reasonable opportunity to be present at any such discussion),
all at such reasonable times and intervals during normal business hours,
and upon reasonable prior notice to the Company as such Holder and the
Company shall agree and at the expense of the Company (including the costs
incurred by such Holder in hiring accountants to conduct an audit). The
Company will likewise afford each Holder the opportunity to obtain any
information necessary to verify the accuracy of any of the representations
and warranties made by the Company hereunder or in any other Transaction
Document or compliance by the Company and its Subsidiaries with a covenant
made hereunder or in any other Transaction Document.

               (b) By receipt of information under this Section 6.21, such
Holder agrees that all information (other than such information that is
publicly available or any other information that is in such Holder's
possession prior to any disclosure under this Section 6.21) provided to it
pursuant to this Section 6.21 shall be used by such Holder solely in
connection with its investment in the Company and for no other purpose, and
such Holder shall treat such information as confidential in accordance with
such reasonable internal procedures as it applies generally to information
of this kind and shall not disclose such information to any Person, except
(i) to any Governmental Entity having jurisdiction over such Holder in the
law or ordinary course of business, (ii) to any other Person pursuant to
subpoena or other process, whether legal, administrative or other (and such
Holder hereby agrees to provide the Company with prompt notice of any such
subpoena or other process), (iii) to such Holder's officers, directors,
trustees, employees, partners, legal counsel, financial advisors or
auditors or accountants who need access to such information in connection
with their duties, (iv) to any transferee or prospective purchaser of a
Note or interest therein who agrees to be bound by this paragraph, or (v)
to the extent necessary in the enforcement of each Purchaser's rights
hereunder and under the Notes during the continuance of a Default or Event
of Default.

          6.22. Compliance with Laws. The Company shall, and shall cause
each of its Subsidiaries to, comply with all Laws, ordinances or
governmental rules or regulations to which each of them is subject, and
shall obtain and maintain in effect all licenses, certificates, permits,
franchises and other governmental authorizations necessary to the ownership
of their respective properties or to the conduct of their respective
businesses. The Company shall timely file all proxy statements, reports and
other documents required to be filed by it under the Exchange Act and such
statements, reports and other documents shall be in compliance in all
Material respects with the requirements of its respective report form and
shall not on the date of filing contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

          6.23. Supplemental Disclosure. From time to time as may be
requested by the Required Holders, the Company shall supplement each
Schedule hereto, or any representation herein or in any other Transaction
Document, with respect to any matter hereafter arising which, if existing
or occurring at the date of this Agreement, would have been required to be
set forth or described in such Schedule or as an exception to such
representation or which is necessary to correct any information in such
Schedule or representation which has been rendered inaccurate thereby (and,
in the case of any supplements to any Schedule, such Schedule shall be
appropriately marked to show changes made therein); provided that no such
supplement to any such Schedule or representation shall be or be deemed a
waiver of any Default or Event of Default resulting from the matters
disclosed therein; provided, further, that if such supplement discloses any
Default or Event of Default, the Company shall have fifteen days to cure
such defaults so long as such Default or Event of Default (i) is not caused
by the failure to pay amounts due under this Agreement and (ii) the
Collateral Manager believes that such Default or Event of Default can be
cured within such fifteen days period.

          6.24. Proceeds. The proceeds of the sale of the Notes and the
Shares shall be used to redeem the outstanding Old Notes and for the
purposes set forth on Schedule 6.24. Any part of the proceeds from the sale
of the Notes and the Shares not used to redeem the Old Notes and for the
purposes set forth in Schedule 6.24 shall be placed in an escrow account,
and the disbursements of proceeds from such escrow account shall be made in
accordance with the procedures set forth on Schedule 6.24. No part of the
proceeds from the sale of the Notes and the Shares hereunder shall be used,
directly or indirectly, for the purpose of "purchasing" or "carrying" any
"margin stock" within the respective meanings of Regulation U of the Board
of Governors of the Federal Reserve System or for any purpose which
violates or would be inconsistent with the provisions of Regulations T, U
or X of said Board.

          6.25. Insurance; Damage to or Destruction of Collateral. (a) The
Company shall, and shall cause each of its Subsidiaries to, at its sole
cost and expense, maintain the policies of insurance described on Schedule
2.7(b) in form and with insurers reasonably acceptable to the Required
Holders. If the Company or any of its Subsidiaries at any time or times
hereafter shall fail to obtain or maintain any of the policies of insurance
required above or to pay all premiums relating thereto, the Collateral
Agent may (at the direction of the Required Holders) may at any time or
times after ten days written notice to the Company obtain and maintain such
policies of insurance and pay such premiums and take any other action with
respect thereto which the Required Holders deem advisable. Neither the
Collateral Agent nor the Required Holders shall have any obligation to
obtain insurance for the Company or any of its Subsidiaries or pay any
premiums therefor. By doing so, the Collateral Agent and the Holders shall
not be deemed to have waived any Default or Event of Default arising from
the Company's or any of its Subsidiaries' failure to maintain such
insurance or pay any premiums therefor. All sums so disbursed, including
reasonable attorneys' fees, court costs and other charges related thereto,
shall be payable on demand by the Company to the Collateral Agent and shall
be secured by the Collateral.

          (b)  The Company shall at all times maintain, with financially
sound and reputable insurers, "key man" term life insurance on the life of
Mr. Carl Sahi in the amount of $______ in form reasonably satisfactory to
the Holders. Such "key man" term life insurance policy shall be owned by
the Company and the Company shall be named as the payee of all benefits
thereunder.

          6.26. Rights of Required Holders to Designate Directors; Board
Composition. (a) Prior to or simultaneously with the Closing, the Company
shall expand the size of its Board of Directors from five to seven members
and shall at all times cause two persons designated by the Holders (any
such person so designated pursuant to this Section 6.26 from time to time,
a "Purchaser Designee", and together, the "Purchaser Designees") to be
appointed to the Board of Directors to fill the vacancies created by such
expansion, and the Company will take all necessary action to cause a
Purchaser Designee to be appointed to (i) each present and future committee
of the Board of Directors (ii) the board of directors or governing body of
any future Subsidiary of the Company (the "Subsidiary Board") and (iii)
each Committee of such Subsidiary Board. Thereafter, in connection with any
annual meeting of stockholders at which the term of a Purchaser Designee is
to expire, the Company will take all necessary action to cause such
Purchaser Designee to be elected to the Board of Directors. In the event of
any vacancy arising by reason of the resignation, death, removal or
inability to serve of any Purchaser Designee, the Holders shall be entitled
to designate a successor to fill such vacancy for the unexpired term (and,
thereafter, such successor shall be deemed a Purchaser Designee for all
purposes of this Section 6.26). The Company further agrees that the Holders
shall be entitled to designate a non-voting observer to attend and
participate in (but not to vote at) all meetings of the Board of Directors,
committee of the Board of Directors, each Subsidiary Board and committee of
such Subsidiary Board (the "Non-Voting Observer"). The Non-Voting Observer,
if appointed, shall have the same access to information concerning the
business and operations of the Company and its Subsidiaries and at the same
time as directors of the Company and its Subsidiaries and shall be entitled
to participate in discussions and consult with the Board of Directors and
each Subsidiary Board without voting, and the Board of Directors and each
Subsidiary Board shall give due consideration to the advice and
recommendations of such Non-Voting Observer.

               (b) Without the prior written consent of the Holders, (i)
the Board of Directors shall not consist of more than seven members and
(ii) the Executive Committee of the Board of Directors shall not exceed
four members.

               (c) Notwithstanding anything to the contrary contained
herein, so long as (i) (Y) the Holders in the aggregate (i) own at least 5%
of the Common Stock (on a fully-diluted basis) or (Z) hold $10 million of
the Notes, (ii) there has not been any change, event or development or
series of changes, events or developments that could or could reasonably be
expected to have a Material Adverse Effect, (iii) at least [three] people
who are members of the Board of Directors as of the date hereof remain
members of the Board of Directors at any time, (iv) there is no material
litigation that is pending or threatened against the Company and/or any
Subsidiary and (v) the Board of Directors or any Subsidiary Board has not
failed to address in a timely fashion any concerns raised by the Purchaser
Designee(s) regarding the conduct of, or breach of duty by, any officer or
director of the Company or any Subsidiary, the Holders agree that they
shall appoint and cause one Purchaser Designee to serve on the Board of
Directors.

          6.27. Executive Officers. [(a) The Company shall promptly, but in
no event later than ____ days from [the date of the Note Purchase
Agreement], hire a permanent Chief Executive Officer, whose appointment
shall be approved by the Board of Directors (which approval shall include
the affirmative vote of each of the Purchaser Designees).

          (b) Without the approval of the Board of Directors, which
approval shall include the affirmative vote of each of the Purchaser
Designees, the Company shall not make any change in, or appointment of, key
executive officers of the Company, including, without limitation, the Chief
Executive Officer, the Chief Financial Officer, Executive Vice President of
Marketing, Vice President of International Business Development, Chief
Operating Officer, General Counsel or similar positions.

          6.28. Board and Committee Notice Requirement. In addition to any
requirements specified in the By-Laws of the Company, the Company shall
notify each Purchaser Designee and the Non-Voting Observer, by telecopy, of
(a) every meeting (or action by written consent) of the Board of Directors
and (b) every meeting (or action by written consent) of any Subsidiary
Board and of any committee of the Board of Directors or Subsidiary Board,
at least three days in advance of such meeting (or distribution of written
consents), or, if such notice under the circumstances is not practicable,
as soon before the meeting (or distribution) as is practicable.

          6.29. Reimbursement of Certain Expenses. The Company shall, upon
request therefor, promptly reimburse each Purchaser Designee and the
Non-Voting Observer for all reasonable expenses incurred by them in
connection with their attendance at meetings of the Board of Directors, any
future Subsidiary Board or of committees of any of the foregoing and any
other activities undertaken by them in their capacity as directors of the
Company or any Subsidiary or observer, as applicable. The foregoing shall
be in addition to, and not in lieu of (or in duplication of), any
indemnification or reimbursement obligations of the Company under the
Certificate of Incorporation of the Company or the By-Laws or by Law. The
Non-Voting Observer shall be entitled to indemnification from the Company
and its Subsidiaries to the maximum extent permitted by Law as though he or
she were a director of the Company or the Subsidiary.

          6.30. Limitation of Agreements. The Company shall not, and shall
not permit any Subsidiary to, enter into any Contract, or any amendment,
modification, extension or supplement to any existing Contract or the
By-Laws or Certificate of Incorporation of the Company, which prohibits the
Company from honoring and observing its obligations under the Transaction
Documents.

          6.31. Redemption of Convertible Debentures. As soon as
practicable after the date hereof, but in no event later than [        ]
days from the date hereof, the Company shall cause all of its outstanding
6% Convertible Debentures (the "Convertible Debentures") to be redeemed in
accordance with the terms and conditions thereof.

          6.32. Operations in Accordance with the Business Plan. The
business and operations of the Company and its Subsidiaries shall be
conducted in accordance with the business plan of the Company, dated August
31, 1999, previously furnished by the Company to the Purchasers.

     7.   Events of Default and Remedies.
          ------------------------------

          7.1. Events of Default and Remedies. "Event of Default," wherever
used herein, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any Order of any court or
any Order, rule or regulation of any Governmental Entity) (or, if the
giving of notice or lapse of time or both is required, then, prior to such
notice or lapse of time, a "Default"):

               (a) default in the payment of the Accreted Value of or
     premium, if any, and interest in respect of any Note when it becomes
     due and payable; or

               (b) default in the performance of any agreement or covenant
     in, or provision of, this Agreement, the Notes, or the other documents
     executed and delivered in connection with this Agreement (including
     any Transaction Document) and to which the Company or any of its
     Subsidiaries is a party (other than a covenant or a default in whose
     performance is elsewhere in this Section specifically dealt with), or
     any representation or warranty made in any document executed and
     delivered in connection with this Agreement (including any Transaction
     Document) was false in any material respect on the date as of which
     made or deemed made; or

               (c) the Company or any of its Subsidiaries shall: (A)
     default in any payment of principal of or interest on any Indebtedness
     (other than the Notes and any intercompany debt) or in the payment of
     any Guarantee, beyond the period of grace, if any, provided in the
     instrument or agreement under which such Indebtedness or Guarantee was
     created; or (B) default in the observance or performance of any other
     agreement or condition relating to any such Indebtedness or Guarantee
     or contained in any instrument or agreement evidencing, securing or
     relating thereto, or any other event shall occur or condition exist,
     the effect of which default or other event or condition is to cause,
     or to permit the holder or holders of such Indebtedness or beneficiary
     or beneficiaries of such Guarantee (or a trustee or agent on behalf of
     such holder or holders or beneficiary or beneficiaries) to cause, with
     the giving of notice if required, such Indebtedness to become due
     prior to its stated maturity, any applicable grace period having
     expired, or such Guarantee to become payable, any applicable grace
     period having expired, provided that the aggregate principal amount of
     all such Indebtedness and Guarantee which would then become due or
     payable as described in this Section 7.1(c) would equal or exceed
     $500,000; or

               (d) a final judgment or judgments for the payment of money
     are entered by a court or courts of competent jurisdiction against any
     Company or any of its Subsidiaries and such remains undischarged for a
     period (during which execution shall not effectively be stayed) of 60
     days, provided that the aggregate of all such judgments that are not
     covered by insurance under which the Company or a Subsidiary is a
     beneficiary exceeds $500,000, or the Required Holders shall determine
     that any regulatory body having jurisdiction over the Company or any
     of its Subsidiaries including, without limitation, the SEC, shall have
     taken or proposed to take any action that the Required Holders believe
     could, individually or in the aggregate, reasonably be expected to
     have a Material Adverse Effect or that adversely affects the Holders'
     security interest in the Collateral; or

               (e) the Company or any of its Subsidiaries (i) is generally
     not paying, or admits in writing its inability to pay, its debts as
     they become due, (ii) files, or consents by answer or otherwise to the
     filing against it of, a petition for relief or reorganization or
     arrangement or any other petition in bankruptcy, for liquidation or to
     take advantage of any bankruptcy, insolvency, reorganization,
     moratorium or other similar law of any jurisdiction, (iii) makes an
     assignment for the benefit of its creditors, (iv) consents to the
     appointment of a custodian, receiver, trustee or other officer with
     similar powers with respect to it or with respect to any substantial
     part of its property, (v) is adjudicated as insolvent or to be
     liquidated, or (vi) takes corporate action for the purpose of any of
     the foregoing; or

               (f) a court or other Governmental Entity of competent
     jurisdiction enters an Order appointing, without consent by the
     Company or any of its Subsidiaries, a custodian, receiver, trustee or
     other officer with similar powers with respect to it or with respect
     to any substantial part of its property, or constituting an order for
     relief or approving a petition for relief or reorganization or any
     other petition in bankruptcy or for liquidation or to take advantage
     of any bankruptcy or insolvency law of any jurisdiction, or ordering
     the dissolution, winding-up or liquidation of the Company or any of
     its Subsidiaries, or any such petition shall be filed against the
     Company or any of its Subsidiaries and such petition shall not be
     dismissed within 60 days; or

               (g) a court or other Governmental Entity of competent
     jurisdiction enters a final judgment holding any of the documents
     delivered in connection with this Agreement (including any Transaction
     Document) to be invalid or unenforceable and such judgment remains
     unstayed and in effect for a period of 20 consecutive days; or the
     Company or any of its Subsidiaries shall assert, in any pleading filed
     in such a court, that any of the documents delivered in connection
     with this Agreement are invalid or unenforceable; or

               (h) any provision of any Transaction Document shall for any
     reason cease to be valid, binding and enforceable in accordance with
     its terms (or the Company or any of its Subsidiaries [(or the Trustee
     in the case of the Intercreditor Agreement)] shall challenge the
     enforceability of any Transaction Document or shall assert in writing,
     or engage in any action or inaction based on any such assertion, that
     any provision of any of the Transaction Documents has ceased to be or
     otherwise is not valid, binding and enforceable in accordance with its
     terms), or any security interest created under any Transaction
     Document shall cease to be a valid and perfected security interest, or
     Lien in any of the Collateral purported to be covered thereby; or

               (i) the Company or any of its Subsidiaries shall default in
     the payment of any amounts due pursuant to the terms of any document
     executed and delivered by the Company or such Subsidiary in connection
     with this Agreement (other than payments elsewhere in this Section
     specifically dealt with); or

               (j) there shall exist with respect to any Benefit Plan any
     "prohibited transaction" (as defined in Section 406 of ERISA or
     Section 4975 of the Code); (ii) there shall exist with respect to any
     Benefit Plan which is a "defined benefit plan" (within the meaning of
     Section 3(35) of ERISA) any "accumulated funding deficiency" (as
     defined in Section 302 of ERISA or Section 412 of the Code, whether or
     not waived); (iii) a "reportable event" (within the meaning of Section
     4043 of ERISA, but excluding any reportable event with respect to
     which the 30-day notice requirement of Section 4043 has been waived)
     shall occur, or judicial or administrative proceedings shall have
     commenced, with respect to any Benefit Plan which is a "defined
     benefit plan" (within the meaning of Section 3(35) of ERISA), which
     reportable event or proceedings is, in the reasonable opinion of the
     Holders, likely to result in the termination of such Benefit Plan;
     (iv) there shall exist with respect to any Benefit Plan which is a
     "multiemployer plan" (within the meaning of Section 4001(a)(3) of
     ERISA) any "withdrawal liability" (within the meaning of Section 4201
     of ERISA); or (v) any Benefit Plan which is a "defined benefit plan"
     (within the meaning of Section 3(35) of ERISA) shall terminate; and in
     the case of each of clauses (i) through (v) above, such event or
     condition could individually or in the aggregate with all other such
     events or conditions have a Material Adverse Effect.

          7.2. Acceleration of Maturity. If any Event of Default (other
than an Event of Default specified in clause (e), (f), (g) or (h) of
Section 7.1) shall have occurred and be continuing, the Required Holders
may, by notice to the Company, declare the entire unpaid Accreted Value of,
and interest, if any, in respect of the Notes (to the full extent permitted
by applicable law) to be immediately due and payable (and such Accreted
Value shall be based on the Accreted Value of the Notes to the day prior to
such payment date), and upon such declaration all of such amount shall be
immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived, anything
in the Notes or in this Agreement to the contrary notwithstanding; provided
that if an Event of Default under clause (e), (f), (g) or (h) of Section
7.1 shall have occurred, the entire unpaid Face Amount of the Notes (to the
full extent permitted by applicable law), shall immediately become due and
payable, without any declaration and without presentment, demand, protest
or further notice, all of which are hereby waived, anything in the Notes or
this Agreement to the contrary notwithstanding.

          7.3. Other Remedies. If any Event of Default shall have occurred
and be continuing, from and including the date of such Event of Default to
but not including the date such Event of Default is cured or waived, each
Holder may enforce its rights by suit in equity, by action at law, or by
any other appropriate proceedings, whether for the specific performance (to
the extent permitted by Law) of any covenant or agreement contained in this
Agreement or the Notes or in aid of the exercise of any power granted in
this Agreement or the Notes, and each Holder may enforce the payment of any
Note held by such Holder and any of its other legal or equitable rights.

          7.4. Conduct No Waiver; Collection Expenses. No course of dealing
on the part of any Holder, nor any delay or failure on the part of any
Holder to exercise any of its rights, shall operate as a waiver of such
right or otherwise prejudice any Holder's rights, powers and remedies. If
the Company fails to pay, when due, any payment in respect of any Note, the
Company will pay such Holder, to the extent permitted by Law, on demand,
all costs and expenses incurred by such Holder in the collection of any
amount due in respect of any Note hereunder, including reasonable legal
fees incurred by such Holder in enforcing its rights hereunder.

          7.5. Annulment of Acceleration. If a declaration is made in
accordance with Section 7.2, then and in every such case, the Required
Holders may, by an instrument delivered to the Company, annul such
declaration and the consequences thereof.

          7.6. Remedies Cumulative. No right or remedy conferred upon or
reserved to each Purchaser or the Collateral Agent or the Holders under
this Agreement is intended to be exclusive of any other right or remedy,
and every right and remedy shall be cumulative and in addition to every
other right and remedy given hereunder or now and hereafter existing under
applicable law. Every right and remedy given by this Agreement or by
applicable Law to each Purchaser or the Collateral Agent or the Holders may
be exercised from time to time and as often as may be deemed expedient by
such Purchaser or the Collateral Agent or the Holders.

     8.   Redemption
          ----------

          8.1. Optional Redemption. Subject to Holder's right of conversion
set forth in Section 9, the Company shall have the right, at its sole
option and election made in accordance with Section 8.4(d) and subject to
Section 8.4(d), to redeem the Notes after __________, 2001, in whole or in
part, at a redemption price of 145% of the Accreted Value of the Notes to
the day prior to the redemption date (the "Optional Redemption Price");
provided, however, that if such redemption date occurs after ___________,
2002, the Optional Redemption Price shall decrease to 110% of the Accreted
Value of the Notes prior to the redemption date.

          8.2. Partial Redemption. If less than all of the Notes at the
time outstanding are to be redeemed, the aggregate Accreted Value of the
Notes to be redeemed shall be prorated among the outstanding Notes;
provided, however, that in the event that the aggregate Accreted Value of
the Notes then outstanding is [$1,000,000] or less, the Company shall be
required to redeem all of such outstanding Notes if it elects to redeem any
such Notes.

          8.3. Change of Control. The Company shall make an offer, in
accordance with the procedures set forth in Section 8.4(b), to acquire the
Notes for cash at a redemption price of 110% of the Accreted Value of the
Notes to the day prior to the redemption date (the "Change of Control
Redemption Price"), in the event of (i) a Change of Control, a merger,
consolidation or other combination involving the Company, or (ii) a Change
of Control of a Subsidiary of the Company or a group of Subsidiaries of the
Company occurs and such Subsidiary or group of Subsidiaries, individually
or in the aggregate, together with their consolidated Subsidiaries and all
other Subsidiaries previously subject to a Change of Control, if any,
represent more than 50% of the revenues or net assets of the Company and
its Subsidiaries on a consolidated basis as of the last date of the
immediately preceding fiscal quarter of the Company or for the twelve month
period then ended.

          8.4. Redemption Procedures. (a) Notice of any redemption of Notes
pursuant to Section 8.1 shall be mailed at least 30 but not more than 60
days prior to the date fixed for redemption to each Holder to be redeemed,
at such Holder's address as it appears in the Note Register. In order to
facilitate the redemption of Notes, the Board of Directors may fix a record
date for the determination of Notes to be redeemed which shall be a date at
least 20 days following the date of the notice.

               (b) Promptly following a Change of Control (but in no event
more than five Business Days thereafter), the Company shall mail to each
Holder, at such Holder's address as it appears in the Note Register, notice
of such Change of Control, which notice shall set forth such Holder's right
to require the Company to redeem any or all Notes held by it. The Company
shall thereafter, during a period of 90 days from the date of such notice
redeem any Notes, in whole or in part, at the option of such Holder, upon
at least five days' written notice to the Company by such Holder specifying
(i) the Accreted Value of Notes to be redeemed and (ii) the redemption
date.

               (c) On the date of any redemption being made pursuant to
Section 8.1, 8.2 or 8.3 which is specified in a notice given pursuant to
this Section 8.4, the Company shall wire transfer to such Holder the
Optional Redemption Price or the Change of Control Redemption Price, as the
case may be, for the Accreted Value of Notes and premium, if any, so
redeemed.

     9.   Conversion
          ----------

          9.1. Holder's Option to Convert into Common Stock. Subject to the
provisions for adjustment hereinafter set forth, any Note or any portion of
the outstanding Accreted Value of such Note shall be convertible at the
option of Holder at any time after the Closing into fully paid and
non-assessable shares of Common Stock at a conversion price, determined as
hereinafter provided, in effect at the time of conversion.

          The number of shares of Common Stock issuable upon conversion of
a Note shall be determined by dividing the Accreted Value of the Note to
the day prior to the conversion date or portion thereof surrendered for
conversion by the Conversion Price. The "Conversion Price" shall initially
be $3.00 per share, subject to adjustment as provided in this Section 9 and
Section 6.31(c).

          9.2. Exercise of Conversion Privilege. (a) Conversion of the
Notes may be effected by any Holder thereof upon the surrender to the
Company at the office of the Company designated for notices in accordance
with Section 14.6 or at the office of any agent or agents of the Company,
as may be designated by the Board of Directors (the "Transfer Agent"), of
the Notes to be converted, accompanied by a written notice stating that
such Holder elects to convert all or a specified portion of the Accreted
Value of such Notes in accordance with the provisions of this Section 9 and
specifying the name or names in which such Holder wishes the certificate or
certificates for shares of Common Stock to be issued. In case any Holder's
notice shall specify a name or names other than that of such Holder, such
notice shall be accompanied by payment of all transfer taxes payable upon
the issuance of shares of Common Stock in such name or names. Other than
such taxes, the Company will pay any and all issue and other taxes (other
than taxes based on income) that may be payable in respect of any issue or
delivery of shares of Common Stock on conversion of Notes pursuant hereto.
As promptly as practicable, and in any event within five Business Days
after the surrender of such Notes and the receipt of such notice relating
thereto and, if applicable, payment of all transfer taxes (or the
demonstration to the satisfaction of the Company that such taxes have been
paid), the Company shall deliver or cause to be delivered (i) a certificate
or certificates representing the number of validly issued, fully paid and
nonassessable full shares of Common Stock to which the holder of the Notes
being converted shall be entitled and (ii) if less than the entire Accreted
Value of any Note surrendered is being converted, a new Note in the
Accreted Value which remains outstanding upon such partial conversion. Such
conversion shall be deemed to have been made at the close of business on
the date of giving such notice so that the rights of any holder thereof as
to the Note or Notes (or portion thereof) being converted shall cease
except for the right to receive shares of Common Stock in accordance
herewith, and the Person entitled to receive the shares of Common Stock
shall be treated for all purposes as having become the record holder of
such shares of Common Stock at such time, so long as such holder's Notes
are delivered to the Company within two Business Days after the date of the
giving of notice.

               (b) In case any Notes are to be redeemed pursuant to Section
8.1, such right of conversion shall cease and terminate as to the Notes to
be redeemed at the close of business on the Business Day preceding the date
fixed for redemption unless (i) the Company shall default in the payment of
the Optional Redemption Price or (ii) a holder of a Note to be redeemed has
given notice to the Company of such holder's election to convert all or any
portion of a Note prior to the date fixed for redemption. For the avoidance
of doubt, both the Holders and the Company acknowledge that the Holders'
right to convert the Notes into Common Stock remains in effect until any
redemption and will not be suspended by any notice of redemption.

          9.3. Fractions of Shares; Interest. In connection with the
conversion of any Note into Common Stock, no fractional shares shall be
issued, but in lieu thereof the Company shall pay a cash adjustment in
respect of such fractional interest in an amount equal to such fractional
interest multiplied by the Current Market Price per share of Common Stock
on the Trading Day on which such Note is deemed to have been converted. If
more than one Note shall be surrendered for conversion by the same Holder
at the same time, the number of full shares of Common Stock issuable on
conversion thereof shall be computed on the basis of the aggregate Accreted
Value of Notes so surrendered, together with cash in lieu of any fractional
share of Common Stock.

          9.4. Reservation of Stock; Listing. (a) The Company shall at all
times reserve and keep available for issuance upon the conversion of the
Notes, free from any preemptive rights, such number of its authorized but
unissued shares of Common Stock as will from time to time be sufficient to
permit the conversion of the Face Amount of the Notes into Common Stock,
and shall take all action required to increase the authorized number of
shares of Common Stock, if necessary, to permit the conversion of the Face
Amount of the Notes.

               (b) If at the time of conversion, the Common Stock is listed
on a national securities exchange, or is designated as a "national market
system security" on the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ"), the Company shall take all action
necessary to cause the shares of Common Stock issuable upon conversion of
the Notes to be listed on such exchange, subject to official notice of
issuance.

          9.5. Rights. If the Company shall issue shares of Common Stock
upon conversion of any Notes as contemplated by this Section 9, the Company
shall issue together with each such share of Common Stock any rights issued
to holders of Common Stock, irrespective of whether such rights shall be
exercisable at such time, but only if such rights are issued and
outstanding and held by other holders of Common Stock at such time and have
not expired.

          9.6. Adjustment of Conversion Ratio. The Conversion Price will be
subject to adjustment from time to time as follows:

               (a) In case the Company shall at any time or from time to
time after the date hereof (A) pay a dividend, or make a distribution, on
the outstanding shares of Common Stock in shares of Common Stock, (B)
subdivide the outstanding shares of Common Stock; (C) combine the
outstanding shares of Common Stock into a smaller number of shares; (D)
issue by reclassification of the shares of Common Stock any shares of
capital stock of the Company, then, and in each such case, the Conversion
Price in effect immediately prior to such event or the record date
therefor, whichever is earlier, shall be adjusted so that the holder of any
Note thereafter surrendered for conversion into Common Stock shall be
entitled to receive the number of shares of Common Stock of the Company
which such holder would have owned or have been entitled to receive after
the happening of any of the events described above, had such Notes been
surrendered for conversion immediately prior to the happening of such event
or the record date therefor, whichever is earlier. An adjustment made
pursuant to this clause (a) shall become effective (x) in the case of any
such dividend or distribution, immediately after the close of business on
the record date for the determination of holders of shares of Common Stock
entitled to receive such dividend or distribution, or (y) in the case of
such subdivision, reclassification or combination, at the close of business
on the day upon which such corporate action becomes effective. No
adjustment shall be made pursuant to this clause (a) in connection with any
transaction to which Section 9.7 applies.

               (b) If at any time the Company shall issue shares of Common
Stock (or rights, warrants or other securities convertible into or
exchangeable for shares of Common Stock (collectively "Convertible
Securities")) at a price per share (or having a conversion price per share)
less than the greater of (1) the Conversion Price per share of Common Stock
as of the date of issuance of such shares (or, in the case of Convertible
Securities, less than the Conversion Price as of the date of issuance of
the Convertible Securities in respect of which shares of Common Stock were
issued) and (2) the Current Market Price for the period of 20 Trading Days
preceding the earlier of the issuance or public announcement of the
issuance of such additional shares of Common Stock or Convertible
Securities (the "20 day Price"), then the Conversion Price shall be
adjusted by multiplying (A) the Conversion Price in effect on the day
immediately prior to such date by (B) a fraction, the numerator of which
shall be the sum of (1) the number of shares of Common Stock outstanding on
such date and (2) the number of shares of Common Stock purchasable with the
aggregate consideration receivable by the Company for the total number of
shares of Common Stock so issued (or into which the rights, warrants or
other convertible securities may convert), and the denominator of which
shall be the sum of (x) the number of shares of Common Stock outstanding on
such date and (y) the number of additional shares of Common Stock issued
(or into which the Convertible Securities may convert).

               An adjustment made pursuant to this Section 9.6(b) shall be
made on the next Business Day following the date on which any such issuance
is made and shall be effective retroactively to the close of business on
the date of such issuance. For purposes of this Section 9.6(b), the
aggregate consideration receivable by the Company in connection with the
issuance of shares of Common Stock or of Convertible Securities shall be
deemed to be equal to the sum of the aggregate offering price (before
deduction of underwriting discounts or commissions and expenses payable to
third parties) of all such Common Stock and Convertible Securities plus the
minimum aggregate amount, if any, payable upon exercise or conversion of
any such Convertible Securities. The issuance or reissuance of any shares
of Common Stock (whether treasury shares or newly issued shares) pursuant
to (i) a dividend or distribution on, or subdivision, combination or
reclassification of, the outstanding shares of Common Stock requiring an
adjustment in the Conversion Price pursuant to Section 9.6(a) or (ii) any
stock option plan or program of the Company currently in effect involving
the grant of options to employees of the Company at Current Market Price
shall not be deemed to constitute an issuance of Common Stock or
Convertible Securities by the Company to which this Section 9.6(b) applies.
No adjustment shall be made pursuant to this Section 9.6(b) in connection
with any transaction to which Section 9.7 applies.

               (c) In case the Company shall at any time or from time to
time after the date hereof declare, order, pay or make a dividend or other
distribution (including, without limitation, any distribution of stock or
other securities or property or Convertible Securities of the Company or
any of its Subsidiaries by way of dividend or spinoff), on its Common
Stock, then, and in each such case, the Conversion Price shall be adjusted
by multiplying (1) the applicable Conversion Price on the day immediately
prior to the record date fixed for the determination of stockholders
entitled to receive such dividend or distribution by (2) a fraction, the
numerator of which shall be the average Current Market Price of the Common
Stock for the period of 20 Trading Days preceding such record date, and the
denominator of which shall be such average Current Market Price of the
Common Stock less the Fair Market Value per share of Common Stock (as
determined in good faith by the board of directors of the Company, a
certified resolution with respect to which shall be mailed to each Holder)
of such dividend or distribution. No adjustment shall be made pursuant to
this Section 9.6(c) in connection with any transaction to which Section 9.7
applies.

               (d) In case a tender or exchange offer made by the Company
or any Affiliate of the Company for all or any portion of the Common Stock
shall expire and such tender or exchange offer shall involve the payment by
the Company or such Affiliate of consideration per share of Common Stock
having a Fair Market Value at the last time (the "Expiration Time") tenders
or exchanges may be made pursuant to such tender or exchange offer (as it
shall have been amended) that exceeds the Current Market Price per share of
Common Stock on the Trading Day next succeeding the Expiration Time, the
Conversion Price shall be reduced so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior
to the effectiveness of the Conversion Price reduction contemplated by this
subsection (d) by a fraction (which shall not be greater than one) of which
the numerator shall be the number of shares of Capital Stock outstanding
(including any tendered or exchanged shares) at the Expiration Time
multiplied by the Current Market Price per share of Common Stock on the
Trading Day next succeeding the Expiration Time and of which the
denominator shall be the sum of (i) the Fair Market Value of the aggregate
consideration payable to stockholders based on the acceptance (up to any
maximum specified in the terms of the tender or exchange offer) of all
shares validly tendered or exchanged and not withdrawn as of the Expiration
Time (the shares deemed so accepted, up to any such maximum, being referred
to as the "Purchased Shares") and (ii) the product of the number of shares
of Capital Stock outstanding (less any Purchased Shares) at the Expiration
Time and the Current Market Price per share of Common Stock on the Trading
Day next succeeding the Expiration Time, such reduction to become
retroactively effective immediately prior to the opening of business on the
day following the Expiration Time.

               (e) For purposes of this Section 9.6, the number of shares
of Common Stock at any time outstanding shall not include any shares of
Common Stock then owned or held by or for the account of the Company.

               (f) The term "dividend," as used in this Section 9.5, shall
mean a dividend or other distribution upon stock of the Company.

               (g) Anything in this Section 9.6 to the contrary
notwithstanding, the Company shall not be required to give effect to any
adjustment in the Conversion Price unless and until the net effect of one
or more adjustments (each of which shall be carried forward), determined as
above provided, shall have resulted in a change of the Conversion Price by
at least one one-hundredth of one share of Common Stock, and when the
cumulative net effect of more than one adjustment so determined shall be to
change the Conversion Price by at least one one-hundredth of one share of
Common Stock, such change in Conversion Price shall thereupon be given
effect.

               (h) The certificate of any firm of independent public
accountants of recognized national standing selected by the Board of
Directors (which may be the firm of independent public accountants
regularly employed by the Company) shall be presumptively correct for any
computation made under this Section 9.6.

               (i) If the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or
other distribution, and shall thereafter and before the distribution to
stockholders thereof legally abandon its plan to pay or deliver such
dividend or distribution, then thereafter no adjustment in the number of
shares of Common Stock issuable upon exercise of the right of conversion
granted by this Section 9.6 or in the Conversion Price then in effect shall
be required by reason of the taking of such record.

          9.7. Merger or Consolidation. In the case of any
recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or a substantial portion of the Company's assets to another
Person or other transaction which is effected in such a manner that holders
of Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock (each of the foregoing being referred to as a "Transaction"),
each Note then outstanding shall thereafter be convertible into, in lieu of
the Common Stock issuable upon such conversion prior to consummation of
such Transaction, the kind and amount of shares of stock and other
securities and property receivable (including cash) upon the consummation
of such Transaction by a holder of that number of shares of Common Stock
into which the Accreted Value of such Note was convertible immediately
prior to such Transaction. In each such case, the Company shall also make
appropriate provisions (in form and substance satisfactory to the Required
Holders) to insure that the provisions of this Section 9.6 shall thereafter
be applicable to the Notes (including, in the case of any such
consolidation, merger or sale in which the successor entity or purchasing
entity is other than the Company, an immediate adjustment of the Conversion
Price to the value for the Common Stock reflected by the terms of such
consolidation, merger or sale, and a corresponding immediate adjustment in
the number of shares of Common Stock acquirable and receivable upon
conversion of the Notes, in each case if the value so reflected is less
than the Conversion Price in effect immediately prior to such
consolidation, merger or sale). The Company shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof,
the successor corporation (if other than the Company) resulting from
consolidation or merger or the corporation purchasing such assets assumes
by written instrument (in form reasonably satisfactory to the Required
Holders), the obligation to deliver to each such holder such shares of
stock, securities or assets as, in accordance with the foregoing
provisions, such holder may be entitled to acquire. In case securities or
property other than Common Stock shall be issuable or deliverable upon
conversion as aforesaid, then all references in this Section 9 shall be
deemed to apply, so far as appropriate and nearly as may be, to such other
securities or property.

          9.8. Notice of Certain Corporate Actions. In case at any time or
from time to time the Company shall pay any stock dividend or make any
other non-cash distribution to the holders of its Common Stock, or shall
offer for subscription pro rata to the holders of its Common Stock any
additional shares of stock of any class or any other right, or there shall
be any capital reorganization or reclassification of the Common Stock or
consolidation or merger of the Company with or into another corporation, or
any sale or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety, or there shall be a
voluntary or involuntary dissolution, liquidation or winding up of the
Company, then, in any one or more of said cases the Company shall give at
least 20 days' prior written notice (the time of mailing of such notice
shall be deemed to be the time of giving thereof) to the registered holders
of the Notes at the addresses of each as shown in the Note Register as of
the date on which (i) a record shall be taken for such stock dividend,
distribution or subscription rights or (ii) such reorganization,
reclassification, consolidation, merger, sale or conveyance, dissolution,
liquidation or winding up shall take place, as the case may be, provided
that in the case of any Transaction to which Section 9.7 applies the
Company shall give at least 30 days' prior written notice as aforesaid.
Such notice shall also specify the date as of which the holders of the
Common Stock of record shall participate in said dividend, distribution or
subscription rights or shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale or conveyance or participate
in such dissolution, liquidation or winding up, as the case may be. Failure
to give such notice shall not invalidate any action so taken.

          9.9. Reports as to Adjustments. Upon any adjustment of the
Conversion Price then in effect and any increase or decrease in the number
of shares of Common Stock issuable upon the operation of the conversion
provisions set forth in this Section 9, then, and in each such case, the
Company shall promptly deliver to each Holder and the Transfer Agent of the
Notes and Common Stock, a certificate signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary of the Company setting forth in reasonable detail
the event requiring the adjustment and the method by which such adjustment
was calculated and specifying the Conversion Price then in effect following
such adjustment, and shall set forth in reasonable detail the method of
calculation of each and a brief statement of the facts requiring such
adjustment. Where appropriate, such notice to any Holder may be given in
advance and included as part of the notice required under the provisions of
Section 9.8.

     10.  The Collateral Agent.
          --------------------

          10.1. Appointment. Each Purchaser for itself and for future
Holders hereby irrevocably designates and appoints Appaloosa Management
L.P. as the Collateral Agent under this Agreement, and irrevocably
authorizes the Collateral Agent to take such action on such Purchaser's
behalf and any future Holder's behalf and to exercise such powers and
perform such duties as are expressly delegated to the Collateral Agent by
the terms of the Transaction Documents, together with such other powers as
are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Collateral Agent shall not have
any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Purchaser or future Holder, and no
implied covenants, functions, responsibilities, duties, obligations or
Liabilities shall be read into this Agreement or any of the Transaction
Documents or otherwise exist against the Collateral Agent.

          10.2. Delegation of Duties. The Collateral Agent may execute any
of its duties under the Transaction Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Collateral Agent shall not be
responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care, except as otherwise
provided in Section 10.3.

          10.3. Exculpatory Provisions. Neither the Collateral Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact,
Affiliates or Subsidiaries shall be (i) liable for any action taken or
omitted to be taken by any of them under or in connection with the
Transaction Documents, or (ii) responsible in any manner to any of the
Purchasers or future Holders for any recitals, statements, representations
or warranties made by the Company or any of its Subsidiaries or any officer
thereof contained in the Transaction Documents or in any certificate,
report, statement or other document referred to or provided for in, or
received by the Collateral Agent under or in connection with, the
Transaction Documents or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of the Transaction Documents or
for any failure of the Company or any of its Subsidiaries to perform its
obligation thereunder. The Collateral Agent shall not be under any
obligation to any Purchaser or future Holder to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or
conditions of, any Transaction Document, or to inspect the properties,
books or records of the Company or any of its Subsidiaries.

          10.4. Reliance by the Collateral Agent. The Collateral Agent
shall be entitled to rely, and shall be fully protected in relying, upon
any Note, writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Company), independent
accountants and other experts selected by the Collateral Agent. The
Collateral Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Collateral Agent. The
Collateral Agent shall be fully justified in failing or refusing to take
any action under any Transaction Document unless it shall first receive
such advice or concurrence of the Required Holders (or, where unanimous
consent of the Holders is expressly required hereunder or thereunder, such
Holders) as it deems appropriate or it shall first be indemnified to its
satisfaction by the Holders against any and all Liability and expense which
may be incurred by it by reason of taking or continuing to take any such
action. The Collateral Agent shall in all cases be fully protected in
acting, or in refraining from acting, under any Transaction Document in
accordance with a request of the Required Holders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all
the Purchasers and all future Holders of the Notes.

          10.5. Notice of Default. The Collateral Agent shall not be deemed
to have knowledge or notice of the occurrence of any default or Event of
Default hereunder unless the Collateral Agent has received written notice
from a Holder or the Company referring to this Agreement, describing such
default or Event of Default and stating that such notice is a "notice of
default". In the event that the Collateral Agent receives such a notice,
the Collateral Agent shall promptly give notice thereof to all Holders. The
Collateral Agent shall take such action with respect to such default or
Event of Default as shall be directed by the Required Holders; provided
that (i) the Collateral Agent shall not be required to take any action that
exposes the Collateral Agent to any Liability or that is contrary to this
Agreement or applicable law and (ii) unless and until the Collateral Agent
shall have received such directions, the Collateral Agent may (but shall
not be obligated to) take such action, or refrain from taking such action,
with respect to such default or Event or Default as it shall deem advisable
in the best interests of the Holders.

          10.6. Non-Reliance on Collateral Agent and Other Purchasers. Each
Purchaser for itself and all future Holders of the Notes acquired by such
Purchaser expressly acknowledges that neither the Collateral Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact,
Subsidiaries or Affiliates has made any representation or warranties to it
and that no act by the Collateral Agent hereafter taken, including any
review of the affairs of the Company and its Subsidiaries, shall be deemed
to constitute any representation or warranty by the Collateral Agent to any
such Purchaser or Holder. Each Purchaser for itself and all future Holders
of the Notes acquired by such Purchaser represents to the Collateral Agent
that it has, independently and without reliance upon the Collateral Agent
or any other Holder, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, operation, property, financial and other condition and
creditworthiness of the Company and its Subsidiaries, and made its own
decision to make its loan hereunder and to enter into this Agreement. Each
Purchaser also represents for itself and all future Holders of the Notes
acquired by such Purchaser that it will, independently and without reliance
upon the Collateral Agent or any other Holder, and based on such documents
and information as it shall deem appropriate at the time, continue to make
its own credit analysis, appraisals and decisions in taking or not taking
action under the Transaction Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of the Company
and its Subsidiaries. Except for notices, reports and other documents
expressly required to be furnished to the Holders by the Collateral Agent
hereunder, the Collateral Agent shall not have any duty or responsibility
to provide any Holder with any credit or other information concerning the
business, financial condition, assets, liabilities, net assets, properties,
results of operations, value, prospects and other condition or
creditworthiness of the Company and its Subsidiaries which may come into
the possession of the Collateral Agent or any of its officers, directors,
employees, agents, attorneys-in-fact, Affiliates or any of its
Subsidiaries.

          10.7. Indemnification. The Purchasers and the future Holders
jointly and severally agree to indemnify the Collateral Agent in its
capacity as such (to the extent not reimbursed by the Company and its
Subsidiaries and without limiting the obligation of the Company and its
Subsidiaries to do so), from and against any and all Liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time be
imposed on, incurred by or asserted against the Collateral Agent in any way
relating to or arising out of the Transaction Documents or any documents
contemplated by or referred to herein or the transactions contemplated
hereby or any action taken or omitted by the Collateral Agent under or in
connection with any of the foregoing; provided that no Purchaser or future
Holder shall be liable for the payment of any portion of such Liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from the Collateral Agent's
gross negligence or willful misconduct. The agreements contained in this
Section 10.7 shall survive the payment of the Notes and all other amounts
payable hereunder.

          10.8. Collateral Agent in its Individual Capacity. The Collateral
Agent and its Affiliates and Subsidiaries may make loans to, accept
deposits from and generally engage in any kind of business with the Company
and its Subsidiaries as though the Collateral Agent were not the Collateral
Agent hereunder. With respect to its loans made or renewed by it or any
Note issued to it, the Collateral Agent shall have the same rights and
powers, duties and Liabilities under the Transaction Documents as any
Holder and may exercise the same as though it were not the Collateral Agent
and the terms "Purchaser", "Purchasers", "Holder" and "Holders" shall
include the Collateral Agent in its individual capacities.

          10.9. Successor Collateral Agent. The Collateral Agent may resign
as Collateral Agent upon 30 days' notice to the Company (and the Company
shall promptly notify the Holders). If the Collateral Agent shall resign as
Collateral Agent under the Transaction Documents, then the Required Holders
shall appoint a successor agent for the Holders whereupon such successor
agent shall succeed to the rights, powers and duties of the Collateral
Agent and the term "Collateral Agent" shall mean such successor agent
effective upon its appointment, and the former Collateral Agent's rights,
powers and duties as Collateral Agent shall be terminated, without any
other or further act or deed on the part of such former Collateral Agent or
any of the parties to this Agreement or any Holders of the Notes. After any
retiring Collateral Agent's resignation hereunder as Collateral Agent, the
provisions of this Section 10 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Collateral Agent under the
Transaction Documents.

     11.  Interpretation.
          --------------

          11.1. Definitions.

          "$7 Warrants" shall have the meaning ascribed thereto in Section
1.4(ii).

          "Accreted Value" shall have the meaning ascribed thereto in
Section 5.3.

          "Agreement" shall have the meaning ascribed thereto in the
Preamble.

          "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act. "Affiliate" shall also include partners of a
Person. Notwithstanding the foregoing, "Affiliate" shall not include the
limited partners of any Purchaser or Holder or any limited partners of a
limited partner of any Purchaser or Holder.

          "Beneficially Own" with respect to any securities shall mean
having "beneficial ownership" of such securities (as determined pursuant to
Rule 13d-3 under the Exchange Act), including pursuant to any agreement,
arrangement or understanding, whether or not in writing.

          "Benefit Plan" shall mean each plan, program, policy, payroll
practice, commitment or other arrangement providing for compensation,
severance, termination pay, bonuses, performance awards, stock or
stock-related awards, fringe benefits or other employee benefits of any
kind, whether formal or informal, funded or unfunded, written or oral and
whether or not legally binding, including, without limitation, each
"employee benefit plan" (within the meaning of Section 3(3) of ERISA), in
the case of each of the foregoing, maintained, sponsored or contributed to
by the Company or any ERISA Affiliate or pursuant to which the Company or
any ERISA Affiliate has or may have any Liability, but excluding individual
Employee Agreements.

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

          "Business Day" shall mean any day other than a Saturday, Sunday,
or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.

          "By-Laws" shall have the meaning ascribed thereto in Section
1.4(xi).

          "Capital Expenditures" shall mean [expenditures made or
liabilities incurred for the acquisition of any fixed assets or
improvements, replacements, substitions or additions thereto which have a
useful life of more than one year, including the total principal portion of
Capitalized Lease Obligations.].

          "Capital Stock" means, in the case of the Company, any and all
shares (however designated) of the capital stock of the Company now or
hereafter outstanding.

          "Capitalized Lease" shall mean, with respect to any Person, any
lease or any other agreement for the use of property which, in accordance
with generally accepted accounting principles, should be capitalized on the
lessee's or user's balance sheet.

          "Capitalized Lease Obligation" of any Person shall mean and
include, as of any date as of which the amount thereof is to be determined,
the amount of the liability capitalized or disclosed (or which should be
disclosed) in a balance sheet of such Person in respect of a Capitalized
Lease of such Person.

          "Change of Control" shall mean:

                    (a) the acquisition by any individual, entity or group
          (within the meaning of Section 13(d)(3) or 14(d)(2) of the
          Exchange Act) of beneficial ownership (within the meaning of Rule
          13d-3 promulgated under the Exchange Act) of 35% or more of the
          combined voting power of the then outstanding Voting Securities
          of the Company, but excluding, for this purpose, any such
          acquisition by (i) the Company or any Subsidiary, (ii) any
          Benefit Plan (or related trust) of the Company or any Subsidiary,
          or (iii) any corporation with respect to which, following such
          acquisition, 50% or more of the combined voting power of the then
          outstanding Voting Securities of such corporation is then
          beneficially owned, directly or indirectly, by individuals and
          entities who were the beneficial owners of Voting Securities of
          the Company immediately prior to such acquisition in
          substantially the same proportion as their ownership, immediately
          prior to such acquisition, of the combined voting power of the
          then outstanding Voting Securities of the Company; or

                    (b) a reorganization, merger or consolidation, in each
          case, with respect to which all or substantially all the Persons
          who were the respective Beneficial Owners of the Voting
          Securities of the Company immediately prior to such
          reorganization, merger or consolidation do not, following such
          reorganization, merger or consolidation Beneficially Own,
          directly or indirectly, more than 35% of the combined voting
          power of the then outstanding Voting Securities of the
          corporation resulting from such reorganization, merger or
          consolidation; or

                    (c) the Incumbent Board shall cease for any reason to
          constitute at least 50% of the members of the Board; or

                    (d) the sale, lease or other disposition of all or a
          substantial part of the Company's assets in one transaction or a
          series of related transactions.

          "Change of Control Redemption Price" shall have the meaning
ascribed thereto in Section 8.3.

          "Closing" shall have the meaning ascribed thereto in Section 1.3.

          "Closing Date" shall have the meaning ascribed thereto in Section
1.3(a).

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

          "Collateral" means all real and personal property and interests
in real and personal property including, without limitation, Intellectual
Property, rights under leases and royalty rights and agreements, now owned
or hereafter acquired by the Company or its Subsidiaries in or upon which a
Lien is granted or made under the Collateral Documentation.

          "Collateral Agent" shall have the meaning ascribed thereto in the
Preamble.

          "Collateral Documentation" means the Guarantee and Security
Agreements, the Security Agreement, the Financing Statements, the
Intercompany Notes and the endorsements thereof to the Collateral Agent
(for the benefit of the Holders) or to the Holders, and all other deeds of
trust, assignments, endorsements, pledged stock, collateral assignments and
other instruments, documents, agreements or conveyances at any time
creating or evidencing Liens or assigning Liens to the Collateral Agent
(for the benefit of the Holders) or to the Holders, to secure the
obligations of the Company or any of its Subsidiaries under the Notes, [the
Intercreditor Agreement] and the Registration Rights Agreement.

          "Common Stock" shall have the meaning ascribed thereto in the
Recitals.

          "Company" shall have the meaning ascribed thereto in the
Preamble.

          "Consolidated" or "consolidated", when used with reference to any
financial term in this Agreement (but not when used with respect to any tax
return or tax Liability), shall mean the aggregate for two or more Persons
of the amounts signified by such term for all such Persons, with
inter-company items eliminated and, with respect to earnings, after
eliminating the portion of earnings properly attributable to minority
interests, if any, in the capital stock of any such Person or attributable
to shares of preferred stock of any such Person not owned by any other such
Person.

          "Contracts" shall mean all agreements, contracts, leases,
purchase orders, arrangements, commitments and licenses to which the
Company or any of its Subsidiaries is a party or by which the Company or
any of its Subsidiaries is bound.

          "Conversion Price" shall have the meaning ascribed thereto in
Section 9.1.

          "Convertible Debentures" shall have the meaning ascribed thereto
in Section 6.32.

          "Convertible Securities" shall have the meaning ascribed thereto
in Section 9.6(b).

          "Current Market Price", when used with reference to shares of
Common Stock or other securities on any date, shall mean the closing price
per share of Common Stock or such other securities on such date and, when
used with reference to shares of Common Stock or other securities for any
period shall mean the average of the daily closing prices per share of
Common Stock or such other securities for such period. If the Common Stock
or such other securities are listed or admitted to trading on a national
securities exchange, the closing price shall be the last sale price,
regular way, or, in case no such sale takes place on such day, the average
of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the Common Stock or such other securities are not listed or
admitted to trading on the New York Stock Exchange, as reported in the
principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which
the Common Stock or such other securities are listed or admitted to trading
or, if the Common Stock or such other securities are not so listed on any
national securities exchange, as reported in the transaction reporting
system applicable to securities designated as a "national market system
security" or NASDAQ. If the Common Stock or such other securities are not
publicly held or so listed or designated, "Current Market Price" shall mean
the Fair Market Value per share of Common Stock or of such other securities
as determined in good faith by the Board of Directors based on an opinion
of an independent investment banking firm with an established national
reputation with respect to the valuation of securities.

          "Default" shall have the meaning ascribed thereto in Section 7.1.

          "Employee Agreement" shall mean each management, employment,
severance, consulting, non-compete, confidentiality, or similar agreement
or Contract between the Company or any ERISA Affiliate and any employee
pursuant to which the Company or any ERISA Affiliate has or may have any
Liability.

          "Environmental Laws" means any and all Laws, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or
the release of any materials into the environment, including but not
limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

          "Equity Interests" means any capital stock, partnership interest,
joint venture interest or other equity interest or warrants, options or
other rights to acquire any capital stock, partnership interest, joint
venture interest or other equity interest.

          "Equity Securities" shall mean with respect to any Person, shares
of capital stock or other equity interest of such Person, and any rights,
options or warrants to purchase stock or other securities exchangeable for
or convertible into capital stock of or other equity interest in the
Company.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "ERISA Affiliate" means each business or entity which is a member
of a "controlled group of corporations," under "common control" or an
"affiliated service group" with the Company within the meaning of Sections
414(b), (c) or (m) of the Code, or required to be aggregated with the
Company under Section 414(o) of the Code, or is under "common control" with
the Company, within the meaning of Section 4001(a)(14) of ERISA.

          "Event of Default" shall have the meaning ascribed thereto in
Section 7.1.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, or any successor federal statute, and the rules and regulations of
the SEC thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Exchange Act of 1934,
as amended, shall include reference to the comparable section, if any, of
any such successor federal statute.

          "Expiration Time" shall have the meaning ascribed thereto in
Section 9.6(d).

          "Face Amount" shall have the meaning ascribed thereto in the
Recitals

          "Fair Market Value" shall mean, as to shares of Common Stock or
any other securities of the Company or any other issuer which are publicly
traded, the average of the Current Market Prices of such shares or
securities during the period of five consecutive trading days preceding the
date as of which the Fair Market Value of a security is to be determined.
The "Fair Market Value" of any security which is not publicly traded or of
any other property shall mean the fair value thereof as determined by an
independent investment banking or appraisal firm experienced in the
valuation of such securities or property selected in good faith by the
Board of Directors or a committee thereof.

          "FDA" shall have the meaning ascribed there to in Section 2.15.

          "Financing Statements" means Form UCC-1 financing statements to
be filed in all jurisdictions necessary or desirable in order to perfect
the Holders' security interest in the Collateral and shall include any Form
UCC-1 financing statements assigned to the Holders and filings to be made
in the U.S. Patent and Trademark Office and the U.S. Copyright Office.

          "GAAP" shall mean U.S. generally accepted accounting principles.

          "Governmental Entity" shall mean any supernational, national,
foreign, federal, state or local judicial, legislative, executive,
administrative or regulatory body or authority.

          "Guaranty" or "Guarantee" by any Person shall mean all
obligations (other than endorsements in the ordinary course of business of
negotiable instruments for deposit or collection) of any Person
guaranteeing, or in effect guaranteeing, any Indebtedness, dividend or
other obligation of any other Person (the "primary obligor") in any manner,
whether directly or indirectly, including, without limitation, all
obligations incurred through an agreement, contingent or otherwise, by such
Person: (i) to purchase such Indebtedness or obligation or any property or
assets constituting security therefor, (ii) to advance or supply funds (x)
for the purchase or payment of such Indebtedness or obligation, (y) to
maintain working capital or other balance sheet condition or otherwise to
advance or make available funds for the purchase or payment of such
Indebtedness or obligation, (iii) to lease property or to purchase
securities or other property or services primarily for the purpose of
assuring the owner of such Indebtedness or obligation of the ability of the
primary obligor to make payment of such Indebtedness or obligation, or (iv)
otherwise to assure the owner of the Indebtedness or obligation of the
primary obligor against loss in respect thereof. For the purposes of any
computations made under this Agreement, a Guarantee in respect of any
Indebtedness for borrowed money shall be deemed to be Indebtedness equal to
the outstanding amount of the Indebtedness for borrowed money which has
been guaranteed, and a Guarantee in respect of any other Liability or any
dividend shall be deemed to be Indebtedness equal to the maximum aggregate
amount of such Liability or dividend.

          "Guarantee and Security Agreement" shall mean the agreement, in
the form of Exhibit 6.10 hereto, to be entered into between the Collateral
Agent and the Company's future domestic Subsidiaries, providing for a
security interest in the domestic Subsidiaries' Collateral and Guarantees
from such Subsidiaries.

          "Hazardous Material" means any and all pollutants, toxic or
hazardous wastes or any other substances that might pose a hazard to health
or safety, the removal of which may be required or the generation,
manufacture, refining, production, processing, treatment, storage,
handling, transportation, transfer, use, disposal, release, discharge,
spillage, seepage, or filtration of which is or shall be restricted,
prohibited or penalized by any applicable law (including, without
limitation, asbestos, urea formaldehyde foam insulation and polychlorinated
biphenyls).

          "Holder" shall mean, at any time of reference, a Person in whose
name a Note is registered in the Note Register at such time.

          "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the rules and regulations thereunder.

          "HSR Notification" shall mean the notification of the particular
transaction pursuant to the requirements of the HSR Act.

          "Incumbent Board" shall mean the individuals who, immediately
after the Closing, constitute the Board of Directors; provided, however,
that any individual becoming a director subsequent to the Closing whose
election, or nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be deemed to be a member of the Incumbent Board.

          "Indebtedness" shall mean, with respect to any Person, (i) all
obligations of such Person for borrowed money, or with respect to deposits
or advances of any kind, (ii) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, (iii) all obligations of
such Person under conditional sale or other title retention agreements
relating to property purchased by such Person, (iv) all obligations of such
Person issued or assumed as the deferred purchase price of property or
services (other than accounts payable to suppliers and similar accrued
liabilities incurred in the ordinary course of business and paid in a
manner consistent with industry practice), (v) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any lien or security
interest on property owned or acquired by such Person whether or not the
obligations secured thereby have been assumed, (vi) all Capitalized Lease
Obligations of such Person, (vii) all Guarantees of such Person, (viii) all
obligations (including but not limited to reimbursement obligations)
relating to the issuance of letters of credit for the account of such
Person, (ix) all obligations arising out of foreign exchange contracts, and
(x) all obligations arising out of interest rate and currency swap
agreements, cap, floor and collar agreements, interest rate insurance,
currency spot and forward contracts and other agreements or arrangements
designed to provide protection against fluctuations in interest or currency
exchange rates.

          "Indemnified Person" shall have the meaning ascribed thereto in
Section 12.1.

          "Indenture Date" shall have the meaning ascribed thereto in
Section 5.1.

          "Intellectual Property" means (a) Patents, (b) all trademarks,
service marks, trade dress, logos, trade names, domain names and corporate
names, together with all translations, adaptations, derivations and
combinations thereof and including all goodwill associated therewith, and
all applications, registrations and renewals in connection therewith, (c)
all copyrightable works, all copyrights and all applications, registrations
and renewals in connection therewith, (d) all mask works and all
applications, registrations and renewals in connection therewith, (e) all
trade secrets and confidential business information (including ideas,
research and development, know-how, formulas, compositions, manufacturing
and production processes and techniques, technical data, designs, drawings,
specifications, customer and supplier lists, pricing and cost information
and business and marketing plans and proposals), (f) all computer software
(including data and related documentation), (g) all other proprietary
rights, (h) all copies and tangible embodiments of the foregoing (in
whatever form or medium) and (i) all licenses, sublicenses, permissions or
agreements in connection with the foregoing.

          "Intercompany Notes" means any notes from the Subsidiaries or
Affiliates of the Company in favor of the Company, as the same may be
amended, modified or supplemented from time to time in accordance with
their terms, and all other promissory notes or other instruments evidencing
Indebtedness of Affiliates or Subsidiaries of the Company to the Company
between the Company and its Affiliates.

          ["Intercreditor Agreement" shall mean the agreement, dated as of
the date hereof, between the Collateral Agent and [ ]].

          "Law" shall include any foreign, federal, state, or local law,
statute, rule, regulation, Order or other restriction of any court or other
Governmental Entity.

          "Liability" shall mean any debt, liability or obligation, whether
known or unknown, asserted or unasserted, accrued, absolute, contingent or
otherwise, whether due or to become due.

          "Lien" means, with respect to any Person, any mortgage, lien,
pledge, charge, security interest or other encumbrance, or any interest or
title of any vendor, lessor, lender or other secured party to or of such
Person under any conditional sale or other title retention agreement or
Capital Lease, upon or with respect to any property or asset of such Person
(including in the case of stock, stockholder agreements, voting trust
agreements and all similar arrangements).

          "Litigation" shall mean any claim, demand, notice, action, suit,
proceeding, arbitration, investigation, civil, criminal or administrative
action, audit, inquiry or hearing by or before any Governmental Entity or
private arbitration tribunal.

          "Major Supplier" shall mean a supplier of $20,000 or more in
materials or services to the Company during the last twelve months.

          "Material" shall mean material in relation to the properties,
business, prospects, operations, earnings, assets, Liabilities, condition
(financial or otherwise) or prospects of the Company and its Subsidiaries
taken as a whole, whether or not in the ordinary course of business.

          "Material Adverse Effect" shall mean a material adverse effect on
(a) properties, business, prospects, operations, earnings, assets,
Liabilities or the condition (financial or otherwise) of the Company and
its Subsidiaries taken as a whole, whether or not in the ordinary course of
business, (b) the ability of the Company or any of its Subsidiaries to
perform its obligations under any of the Transaction Documents to which it
is a party, (c) the validity or enforceability of any of the Transaction
Documents, (d) the rights, remedies, powers and privileges of the Holders
under any of the Transaction Documents or (e) the timely payment or
performance of the Secured Obligations.

          "NASDAQ" shall have the meaning ascribed thereto in Section
9.4(b).

          "Net Income" shall mean, with respect to any period, the net
income or net loss of the Company and its Subsidiaries in accordance with
GAAP on a consolidated basis as reflected in the financial statements
furnished to the Holders in accordance with Section 6.20.

          "Non-Voting Observer" shall have the meaning ascribed thereto in
Section 6.26.

          "Note Purchase Agreement" shall have the meaning ascribed thereto
in the preamble.

          "Note Register" shall have the meaning ascribed thereto in
Section 4.1.

          "Notes" shall have the meaning ascribed thereto in the Recitals.

          "Notice" shall have the meaning ascribed thereto in Section 6.11.

          "Officers' Certificate" means a certificate signed by any two
officers of the Company, one of whom must be the Chairman of the Board of
Directors, the President, the Chief Executive Officer, the Treasurer or a
Vice President of the Company.

          "Old Notes" shall mean the notes issued under the Note Purchase
Agreement.

          "Operating Profit" shall have the meaning ascribed thereto in
Section 6.15.

          "Optional Redemption Price" shall have the meaning ascribed
thereto in Section 8.1.

          "Order" shall mean any judgment, order, injunction, ruling,
decree, stipulation or award of any Governmental Entity or private
arbitration tribunal.

          "Original Issue Discount" shall have the meaning ascribed thereto
in Section 5.3.

          "Original Issue Price" shall mean ___________________.

          "Outstanding" or "outstanding" shall mean when used with
reference to the Notes at a particular time, all Notes theretofore issued
as provided in this Agreement, except (i) Notes theretofore reported as
lost, stolen, damaged or destroyed, or surrendered for transfer, exchange
or replacement, in respect to which replacement Notes have been issued,
(ii) Notes theretofore paid in full, and (iii) Notes therefore canceled by
the Company, except that, for the purpose of determining whether Holders of
the requisite aggregate Accreted Value of Notes have made or concurred in
any waiver, consent, approval, notice or other communication under this
Agreement, Notes registered in the name of, or owned beneficially by, the
Company or any Subsidiary of any thereof, shall not be deemed to be
outstanding.

          "Patents" shall mean, collectively, (a) all inventions (whether
patentable or unpatentable and whether or not reduced to practice) and all
improvements thereon, (b) all patents, patent applications and patent
disclosures, (c) all reissues, divisions, continuations, revisions
reexaminations, renewals, extensions and continuations-in-part thereof) and
(d) all rights, now existing or hereafter coming into existence, (i) to all
income, royalties, damages, and other payments (including in respect of all
past, present and future infringements) now or hereafter due or payable
under or with respect to any of the foregoing, (ii) to sue for all past,
present and future infringements with respect to any of the foregoing and
(iii) otherwise accruing under or pertaining to any of the foregoing
throughout the world, including all inventions and improvements described
or discussed in all such patents and patent applications.

          "Permitted Indebtedness" means, without duplication, any of the
following Indebtedness of the Company or any of its Subsidiaries, as the
case may be: (i) Indebtedness and obligations under the Notes; (ii) any
Indebtedness and obligations outstanding on the date hereof, as set forth
on Schedule 6.6; or (iii) Indebtedness of a domestic Subsidiary of the
Company to the Company as long as such Subsidiary has executed the
Guarantee and Security Agreement and such Indebtedness is evidenced by
Intercompany Notes and the Intercompany Notes are pledged to the Collateral
Agent as Collateral.

          "Permitted Investments" shall mean (a) direct obligations of the
United States of America, or of any of its agencies, or obligations
guaranteed as to principal and interest by the United States of America, or
of any of its agencies, in either case maturing not more than 90 days from
the date of acquisition of such obligation; (b) deposit accounts in, and
certificates of deposit, repurchase agreements or bankers acceptances of
any bank or trust company organized under the laws of the United States of
America or any state or licensed to conduct a banking or trust business in
the United States of America or any state and having capital, surplus and
undivided profits of at least $35,000,000, maturing not more than 90 days
from the date of acquisition; (c) commercial paper rated A-1 or better or
P-1 by Standard & Poor's Corporation or Moody's Investors Services, Inc.,
respectively, maturing not more than 90 days from the date of acquisition;
(d) money market funds sponsored by commercial or investment banks
unaffiliated with the Company or any of its Subsidiaries; and (e) loans or
advances of money by the Company to its wholly-owned domestic Subsidiaries
that have executed the Guarantee and Security Agreement as long as such
loans or advances are evidenced by Intercompany Notes and the Intercompany
Notes are pledged to the Collateral Agent as Collateral.

          "Permitted Liens" means (i) Liens existing on the date hereof and
set forth on Schedule ___, all of which are subordinate to the Lien of the
Collateral Documentation; (ii) Liens (other than any Lien imposed under
ERISA or any Environmental Laws) for taxes, assessments or charges of any
governmental authority for claims not yet due or which are being contested
in good faith by appropriate proceedings promptly instituted and diligently
conducted, and with respect to which adequate reserves or other appropriate
provisions are being maintained in accordance with the provisions of GAAP
and enforcement thereof is stayed; (iii) Liens of landlords, carriers,
warehousemen, mechanics, materialmen and other Liens (other than any Lien
imposed under ERISA) not voluntarily granted for amounts not yet due or
which are being contested in good faith by appropriate proceedings promptly
instituted and diligently conducted, and with respect to which adequate
reserves or other appropriate provisions are being maintained in accordance
with the provisions of GAAP, and enforcement thereof is stayed; (iv) Liens
(other than any Lien imposed under ERISA), incurred or deposited made in
the ordinary course of business, including without limitation, surety bonds
and appeal bonds, in connection with workers' compensation, unemployment
insurance and other types of social security benefits or to secure the
performance of tenders, bids, leases, contracts (other than for the
repayment of indebtedness), statutory obligations and other similar
obligations or arising as a result of progress payments under government
contracts; (v) easements (including without limitation reciprocal easement
agreements and utility agreements), rights-of-way, covenants, consents,
reservations, encroachments, variations and other similar restrictions,
charges or encumbrances (whether or not recorded) and other Liens incurred
in the ordinary course of business, which do not secure indebtedness or the
deferred purchase price of any asset and which do not interfere materially
with the ordinary conduct of the business of the Company or any Subsidiary
of the Company and which do not materially detract from the value of the
property to which they attach or materially impair the use thereof to the
Company or any Subsidiary of the Company; and (vi) building restrictions,
zoning laws and other statutes, laws, rules, regulations, ordinances and
restrictions, and any amendments thereto, now or at any time hereafter
adopted by any governmental authority having jurisdiction.

          "Person" shall mean any individual, firm, corporation, limited
liability company, partnership, company or other entity, and shall include
any successor (by merger or otherwise) of such entity.

          "Preferred Stock" shall have the meaning ascribed thereto in
Section 2.3.

          "Product Sales Revenues" shall mean sale of medical products
manufactured by the Company calculated in accordance with GAAP.

          "Products" shall have the meaning ascribed thereto in Section
2.18.

          "Proposed Securities" shall have the meaning ascribed thereto in
Section 6.11.

          "Prospectus" shall mean the prospectus included in a registration
statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any
portion of the Common Stock covered by the Registration Statement, and by
all other amendments and supplements to a prospectus, including
post-effective amendments, and in each case including all material
incorporated by reference therein.

          "Proxy Statement" shall mean the proxy statement in a definitive
form relating to the Company Meeting.

          "Purchase Price" shall have the meaning ascribed thereto in
Section 1.2.

          "Purchased Shares" shall have the meaning ascribed thereto in
Section 9.6(d).

          "Purchaser" shall have the meaning ascribed thereto in the
Preamble.

          "Purchaser Designee" shall have the meaning ascribed thereto in
Section 6.26.

          "Registration Default" shall have the meaning ascribed thereto in
Section 6.31.

          "Registration Rights Agreement" shall mean the Registration
Rights Agreement dated the date hereof between the Purchasers and the
Company with respect to the Notes.

          "Related Parties" shall mean Affiliates of the Company or any of
its Subsidiaries and directors or officers of the Company or any of its
Subsidiaries (including any family members of directors and officers).

          "Required Holders" means, at any time, the holders of at least
51% of the aggregate Accreted Value of the Notes at the time outstanding
(exclusive of Notes then owned by the Company or any of its Affiliates).

          "Restricted Encumbrance" shall have the meaning ascribed thereto
in Section 6.7.

          "Sale-and-Leaseback Transaction" shall mean a transaction or
series of transactions pursuant to which the Company or any Subsidiary
shall Transfer to any Person (other than the Company or a Subsidiary) any
property, whether now owned or hereafter acquired, and, as part of the same
transaction or series of transactions, the Company or any Subsidiary shall
rent or lease as lessee (other than pursuant to a Capitalized Lease), or
similarly acquire the right to possession or use of, such property or one
or more properties which it intends to use for the same purpose or purposes
as such property.

          "SEC" shall mean the United States Securities and Exchange
Commission.

          "SEC Reports" shall have the meaning ascribed thereto in Section
2.4.

          "Secured Obligations" shall mean any and all obligations of the
Company or any of its Subsidiaries at any time and from time to time for
the performance of its agreements, covenants and undertakings under or in
respect of the Transaction Documents to which it is a party.

          "Securities" shall mean the Notes, the Shares, the Warrants and
the shares of Common Stock issuable upon the conversion of the Notes and
exercise of the Warrants.

          "Securities Act" shall mean the Securities Act of 1933, as
amended, or any successor federal statute, and the rules and regulations of
the SEC thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Act shall include
reference to the comparable section, if any, of such successor federal
statute.

          "Security Agreement" shall mean the agreement, dated as of the
date hereof, between the Collateral Agent and the Company, providing for a
security interest in the Collateral.

          "Semi-Annual Accrual Date" shall have the meaning ascribed
thereto in Section 5.3.

          "Shares" shall have the meaning ascribed thereto in the Recitals.

          "Stated Maturity" when used with respect to any security or any
installment of interest thereon, means the date specified in such security
as the fixed date on which the principal of such security or such
installment of interest is due and payable.

          "Subsidiary" means, with respect to any Person, (i) a corporation
a majority of whose capital stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly,
owned by such Person, by one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries thereof, (ii) any other Person (other
than a corporation), including without limitation a joint venture, in which
such Person, one or more Subsidiaries thereof or such Person and one or
more Subsidiaries thereof, directly or indirectly, at the date of
determination thereof, has at least majority ownership interest entitled to
vote in the election of directors, managers or trustees thereof (or other
Persons performing similar functions), (iii) the management of which is
otherwise controlled, directly or indirectly, by such Person or (iv) any
other Person required to be consolidated with such Person in accordance
with generally accepted accounting principles. For purposes of this
definition (and for the determination of whether or not a Subsidiary is a
wholly-owned Subsidiary of a Person), any directors' qualifying shares or
investment by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.

          "Tax" and "Taxes" shall mean any federal, state, local or foreign
income, gross receipts, property, sales, use, value added, license, excise,
franchise, capital, net worth, estimated, withholding, employment, payroll,
premium, withholding, alternative or added minimum, ad valorem, inventory,
asset, gains, transfer or excise tax, or any other tax, levy, custom, duty,
impost, governmental fee or other like assessment or charge of any kind
whatsoever, together with any interest, penalty or additions to tax,
imposed by any Governmental Entity and, including, without limitation, any
Taxes of another person owing under a contract, as transferee or successor,
under Treas. Reg. ss. 1.1502-6 or analogous state, local or foreign law, or
otherwise.

          "Tax Return" shall mean any return, report or similar statement
required to be filed with respect to any Tax (including any attached
schedules), including, without limitation, any information return, claim
for refund, amended return or declaration of estimated Tax.

          "Total Revenue" shall mean, with respect to any period, the total
revenues of the Company and its Subsidiaries in accordance with GAAP on a
consolidated basis as reflected in the financial statements furnished to
the Holders in accordance with Section 6.20.

          "Trading Day" shall mean a Business Day or, if the Common Stock
is listed or admitted to trading on any national securities exchange, a day
on which such exchange is open for the transaction of business.

          "Transaction" shall have the meaning ascribed thereto in Section
9.7.

          "Transaction Documents" shall mean this Agreement, the Notes, the
Warrants, the Registration Rights Agreement, the Security Agreement, the
Guarantee and Security Agreement, [the Intercreditor Agreement and the
Escrow Agreement].

          "Transfer" shall have the meaning ascribed thereto in Section
6.3.

          "Transfer Agent" shall have the meaning ascribed thereto in
Section 9.2.

          "Voting Securities" shall mean at any time shares of any class of
Capital Stock of the Company (or other corporation) which are then entitled
to vote generally in the election of directors of the Company (or such
other corporation).

          "Warrants" shall mean the $7 Warrants and $5 Warrants (as defined
in the Note Purchase Areement).

          11.2. Accounting Principles. The character or amount of any
asset, liability, capital account or reserve and of any item of income or
expense required to be determined pursuant to this Agreement, and any
consolidation or other accounting computation required to be made pursuant
to this Agreement, and the construction of any definition in this Agreement
containing a financial term, shall be determined or made, as the case may
be, in accordance with GAAP, to the extent applicable, unless such
principles are inconsistent with the express requirements of this
Agreement.

     12.  Miscellaneous.
          -------------

          12.1. Payments; Indemnity. (a) The Company agrees that, so long
as each Holder shall hold any Notes, it will make all payments hereunder
and under the Notes in immediately available funds by wire transfer on the
date due in such manner as each Holder may reasonably request in writing.
Anything in this Agreement or the Notes to the contrary notwithstanding,
any payment of any Note that is due on a date other than a Business Day
shall be made on the next succeeding Business Day. If the date for payment
is extended to the next succeeding Business Day by reason of the preceding
sentence, the period of such extension will be included in the computation
of the interest payable on such next succeeding Business Day.

               (b)(i) The Company and its Subsidiaries shall jointly and
severally indemnify and hold harmless each Purchaser, each Holder and each
of their respective Affiliates, and each such Person's respective officers,
directors, partners, members, employees, attorneys, agents and
representatives (each, an "Indemnified Person") from and against any and
all suits, actions, proceedings, claims, damages, losses, Liabilities and
out-of-pocket expenses (including reasonable attorneys' fees and
disbursements and other costs of investigation or defense, including those
incurred upon any appeal) which may be instituted or asserted against or
incurred by any such Indemnified Person as the result of credit having been
extended, suspended or terminated under this Agreement and the other
Transaction Documents and the administration of such credit, and in
connection with or arising out of the transactions contemplated hereunder
and thereunder and any actions or failures to act in connection therewith.

               (ii) Upon receipt by any Indemnified Person of any Action
against such Indemnified Person with respect to which indemnity may be
sought under this Note or any other Transaction Document, such Indemnified
Person shall promptly notify the Company in writing, provided that failure
so to notify the Company shall not relieve the Company from any liability
which the Company may have on account of this indemnity or otherwise,
except to the extent the Company shall have been materially prejudiced by
such failure. The Company shall, at its option, assume the defense of any
Action including the employment of counsel reasonably satisfactory to the
Indemnified Person. Any Indemnified Person shall have the right to employ
separate counsel in any such action and participate in the defense thereof
but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person, unless: (i) the Company has failed promptly to assume
the defense and employ counsel or (ii) the named parties to such Action
(including any impleaded parties) include such Indemnified Person and the
Company, and such Indemnified Person and the Company shall have been
advised by counsel that there may be one or more legal defenses available
to it which are different from or in addition to those available to the
Company or there is or may be a conflict between the Company and any
Indemnified Person (in which case the Company may not assume the defense).
In the event that any Indemnified Person shall become entitled to separate
counsel under this Note or any other Transaction Document, the Company
shall not in such event be responsible hereunder for the fees and expenses
of more than one firm of separate counsel in connection with any Action in
the same jurisdiction, in addition to any local counsel. In addition, the
Company will not, without prior written consent of the Indemnified Person,
settle, compromise or consent to the entry of any judgment in or otherwise
seek to terminate any pending or threatened Action in which indemnification
may be sought hereunder (whether or not any Indemnified Person is a party
thereto) unless such settlement, compromise, consent or termination
includes an unconditional release of such Indemnified Person from all
liabilities and expenses arising out of such Action.

               (c) The Company shall bear all sales, documentary, transfer,
stamp or other similar Taxes and all filing fees and expenses incurred in
connection with the transactions contemplated by this Agreement and shall
indemnify and hold harmless each Indemnified Purchaser from and against any
such Taxes.

          12.2. Severability. If any term, provision, covenant or
restriction of this Agreement or any exhibit hereto is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions of this Agreement and
such exhibits shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. It is hereby stipulated and declared to
be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such
which may be hereafter declared invalid, void or unenforceable.

          12.3. Specific Enforcement. The Holders, on the one hand, and the
Company, on the other, acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the Holders shall be entitled to an
injunction to prevent breaches of the provisions of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the
United States or any state thereof having jurisdiction, this being in
addition to any other remedy to which they may be entitled at Law or
equity.

          12.4. Entire Agreement. The Transaction Documents (including the
Schedules and Exhibits hereto and thereto) contain the entire understanding
of the parties with respect to the transactions contemplated hereby and
thereby.

          12.5. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each party and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.

          12.6. Notices and other Communications. All notices, consents,
requests, instructions, approvals, financial statements, proxy statements,
reports and other communications provided for herein shall be deemed given,
if in writing and delivered personally, by telecopy or sent by registered
mail, postage prepaid, if to:

          The Company, to:

          129 Reservoir Road
          Vernon, CT  06066
          Attention: Carl Sahi

          With a copy to:

          Pepe & Hazard LLP
          Goodwinn Square
          Hartford, CT 06103
          Attention: Walter W. Simmers, Esq.

          The Purchasers, to each Purchaser's address
          as set forth in the Note Register

          The Collateral Agent, to:

          Appaloosa Management, L.P.
          26 Main Street, 1st Floor
          Chatham, New Jersey  07928
          Attention: Mr. James Bolin

          With a copy to:

          Fried, Frank, Harris, Shriver & Jacobson
          One New York Plaza
          New York, NY  10004
          Attention: Robert C. Schwenkel, Esq.

or to such other address as any party may, from time to time, designate in
a written notice given in a like manner.

          12.7. Amendments. This Agreement may be amended as to the
Purchasers, any Holder and their respective successors and assigns, and the
Company may take any action herein prohibited, or omit to perform any act
required to be performed by it, if the Company shall obtain the written
consent of the Required Holders. This Agreement may not be waived, changed,
modified, or discharged orally, but only by an agreement in writing signed
by the party or parties against whom enforcement of any waiver, change,
modification or discharge is sought or by parties with the right to consent
to such waiver, change, modification or discharge on behalf of such party.

          12.8. Successors and Assigns. All covenants and agreements
contained herein shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns (including, without limitation,
any subsequent holder of a Note).

          12.9. Expenses. The Company agrees to pay to each Holder all
reasonable costs and expenses incurred by such Holder relating to any
future amendment or supplement to any of the Transaction Documents or any
of the Notes (or any proposal by the Company for such amendment or
supplement) whether or not consummated or any waiver or consent with
respect thereto (or any proposal for such waiver or consent) whether or not
consummated, and all costs and expenses of such Holder relating to the
enforcement of any of the Transaction Documents.

          12.10. Survival. All covenants, agreements, representations and
warranties contained herein and in any certificates delivered pursuant
hereto in connection with the transactions contemplated hereby shall
survive the Closing and the delivery of the Transaction Documents,
regardless of any investigation made by or on behalf of any party;
provided, that, all covenants, agreements, representations and warranties
contained herein shall terminate when all the Notes and amounts due
hereunder have been paid in full; provided, however, that notwithstanding
anything to the contrary contained herein, Sections 12.1(b), 12.6, 12.12,
12.13, 12.14 and 12.15 shall survive forever.

          12.11. Transfer of Notes and Common Stock. Each Purchaser
understands and agrees that the Notes and the Shares have not been
registered under the Securities Act or the securities laws of any state and
that they may be sold or otherwise disposed of only in one or more
transactions registered under the Securities Act and, where applicable,
such laws or transactions as to which an exemption from the registration
requirements of the Securities Act and, where applicable, such laws are
available. Each Purchaser acknowledges that, except as provided in the
Registration Rights Agreement, such Purchaser has no right to require the
Company to register the Notes. Each Purchaser understands and agrees that
each Note or certificate representing the Notes shall bear the following
legends:

          THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. FOR
          INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE
          PURCHASE PRICE, DATE OF ISSUANCE OF YIELD TO MATURITY OF THE
          NOTE, CONTACT [name or title of contact] AT [address].

          "THE TRANSFER OF [THE SECURITIES REPRESENTED BY THIS CERTIFICATE]
          [THIS NOTE] IS RESTRICTED BY AND PURSUANT TO A NOTE PURCHASE
          AGREEMENT DATED AS OF AUGUST _, 1999, A COPY OF WHICH IS ON FILE
          AT THE OFFICES OF THE COMPANY."

          "[THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE] [THIS NOTE
          HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE
          SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
          DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
          STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
          AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH
          ACT OR SUCH LAWS."

          12.12. Governing Law. THIS AGREEMENT AND THE NOTES shall be
construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of NEW YORK EXCluding
choice-of-law principles of the law of such State that would require the
application of the laws of a jurisdiction other than such State.

          12.13. Submission to Jurisdiction. If any Litigation shall be
brought by any Holder in order to enforce any right or remedy under this
Agreement or any of the Notes, the Company hereby consents and will submit,
and will cause each of its Subsidiaries to submit, to the jurisdiction of
any state or federal court of competent jurisdiction sitting within the
area comprising the Southern District of New York on the date of this
Agreement. The Company hereby irrevocably waives any objection, including,
but not limited to, any objection to the laying of venue or based on the
grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any such Litigation in such jurisdiction.

          12.14. Service of Process. Nothing herein shall affect the right
of any Holder to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Company in any
other jurisdiction.

          12.15. Waiver of Jury Trial. The Company hereby waives any right
it may have to a trial by jury in respect of any action, proceeding or
litigation directly or indirectly arising out of, under or in connection
with, THIS AGREEMENT AND THE NOTES.

          12.16. Public Announcements. Neither the Company nor any
Purchaser shall make any public statements, including, without limitation,
any press releases, with respect to this Agreement and the transactions
contemplated hereby without the prior written consent of the other party
(which consent shall not be unreasonably withheld) except as may be
required by law. If a public statement is required to be made by law, the
parties shall consult with each other in advance as to the contents and
timing thereof.

          12.17. Further Assurances. The Company and each of its
Subsidiaries agrees that it shall and shall cause each other to, at the
Company's expense and upon the reasonable request of the Collateral Agent,
duly execute and deliver, or cause to be duly executed and delivered, to
the Collateral Agent such further instruments, agreements and documents
(including, without limitation, financing statements under the Code,
security agreements in respect of Intellectual Property, stock powers
executed in blank and other items necessary or desirable in connection with
the perfection of Liens in the Collateral) and do and cause to be done such
further acts as may be necessary or proper in the reasonable opinion of the
Collateral Agent to carry out more effectually the provisions and purposes
of the Transaction Documents.

          12.18. Substitution of Purchaser. Each Purchaser shall have the
right to substitute any one of its Affiliates as the purchaser of the
Notes, by written notice to the Company, which notice shall be signed by
both such Purchaser and such Affiliate, shall contain such Affiliate's
agreement to be bound by this Agreement and shall contain a confirmation by
such Affiliate of the accuracy with respect to it of the representations
set forth in Section 3. Upon receipt of such notice, wherever the word
"Purchaser" is used in this Agreement (other than in this Section 14.17),
such word shall be deemed to refer to such Affiliate in lieu of the
Purchaser. In the event that such Affiliate is so substituted as a
purchaser hereunder and such Affiliate thereafter transfers to any
Purchaser all of the Notes then held by such Affiliate, upon receipt by the
Company of notice of such transfer, wherever the word "Purchaser" is used
in this Agreement (other than in this Section 14.17), such word shall no
longer be deemed to refer to such Affiliate, but shall refer to such
Purchaser, and such Purchaser shall have all the rights of an original
Holder of the Notes under this Agreement.

          12.19. Signatures. This Agreement shall be effective upon
delivery of original signature pages or facsimile copies thereof executed
by each of the parties hereto.
<PAGE>
          IN WITNESS WHEREOF, the Company, the Purchasers and the
Collateral Agent have caused this Agreement to be executed and delivered by
their respective officers or partners thereunto duly authorized.

                                     BIO-PLEXUS, INC.


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

                                     APPALOOSA MANAGEMENT L.P.,
                                         as Collateral Agent
                                     By:  Appaloosa Partners, Inc., its
                                           Investment Adviser

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

                                     APPALOOSA INVESTMENT LIMITED
                                         PARTNERSHIP I
                                     By:  Appaloosa Management, L.P., its
                                            General Partner
                                     By:  Appaloosa Partners Inc., its General
                                            Partner

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

                                     PALOMINO FUND LTD.
                                     By:  Appaloosa Management, L.P., its
                                            Investment Adviser
                                     By:  Appaloosa Partners Inc., its General
                                            Partner

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

                                                                 Exhibit 6
                                                  Form of Rollover Warrant







                                  WARRANT

                   To Purchase Shares of Common Stock of

                              BIO-PLEXUS, INC.

                           At a Purchase Price of
                              $7.00 per Share
                 (Subject to Adjustment as Provided herein)












                  No. of Shares of Common Stock: _________
<PAGE>
                             TABLE OF CONTENTS
                             -----------------

Section                                                            Page
- -------                                                            ----


1. DEFINITIONS                                                           1
- --------------------------------------------------------------------------


2. EXERCISE OF WARRANT                                                   4
- --------------------------------------------------------------------------

2.1. MANNER OF EXERCISE.                                                 4
2.2. PAYMENT OF TAXES.                                                   5
2.3. FRACTIONAL SHARES.                                                  5


3. TRANSFER, DIVISION AND COMBINATION                                    5
- --------------------------------------------------------------------------

3.1. TRANSFER.                                                           6
3.2. DIVISION AND COMBINATION.                                           6
3.3. EXPENSES.                                                           6
3.4. MAINTENANCE OF BOOKS.                                               6


4. ADJUSTMENTS                                                           6
- --------------------------------------------------------------------------

4.1. STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS.                     6
4.2. CERTAIN OTHER DISTRIBUTIONS.                                        7
4.3. ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK.                      8
4.4. ISSUANCE OF WARRANTS OR OTHER RIGHTS.                               9
4.5. ISSUANCE OF CONVERTIBLE SECURITIES.                                 9
4.6. SUPERSEDING ADJUSTMENT.                                            10
4.7. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION.     10
4.8. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
       DISPOSITION OF ASSETS.                                           12
4.9. OTHER ACTION AFFECTING COMMON STOCK.                               13
4.10.CERTAIN LIMITATIONS.                                               13


5. NOTICES TO WARRANT HOLDERS                                           13
- --------------------------------------------------------------------------

5.1. NOTICE OF ADJUSTMENTS.                                             13
5.2. NOTICE OF CORPORATE ACTION.                                        14


6. RIGHTS OF HOLDERS                                                    14
- --------------------------------------------------------------------------


6.1 NO IMPAIRMENT.                                                      14
- --------------------------------------------------------------------------


7. RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION
   WITH OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY                       15
- --------------------------------------------------------------------------


8. TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS                   15
- --------------------------------------------------------------------------


9. RESTRICTIONS ON TRANSFERABILITY                                      15
- --------------------------------------------------------------------------

9.1. RESTRICTIVE LEGEND.                                                15
9.2. NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION.           16


10. INTENTIONALLY LEFT BLANK                                            16
- --------------------------------------------------------------------------


11. SUPPLYING INFORMATION                                               16
- --------------------------------------------------------------------------


12. LOSS OR MUTILATION                                                  16
- --------------------------------------------------------------------------


13. LIMITATION OF LIABILITY                                             17
- --------------------------------------------------------------------------


14. MISCELLANEOUS                                                       17
- --------------------------------------------------------------------------

14.1. NONWAIVER AND EXPENSES.                                           17
14.2. NOTICE GENERALLY.                                                 17
14.3. REMEDIES.                                                         18
14.4. SUCCESSORS AND ASSIGNS.                                           18
14.5. AMENDMENT.                                                        18
14.6. SEVERABILITY.                                                     18
14.7. HEADINGS.                                                         18
14.8. ROLLOVER TRANSACTIONS.                                            18
14.9. GOVERNING LAW.                                                    18
<PAGE>
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS
OF SUCH ACT OR SUCH LAWS


No. of Shares of Common Stock:  _________

                                  WARRANT

                   To Purchase Shares of Common Stock of

                              BIO-PLEXUS, INC.


          THIS IS TO CERTIFY THAT _______________., or its registered
assigns (the "Holder"), is entitled, at any time prior to the Expiration
Date (as hereinafter defined), to purchase from BIO-PLEXUS, INC., a
Connecticut corporation (the "Company"), _________ (subject to adjustment
as provided herein) shares of Common Stock (as hereinafter defined), in
whole or in part, at a purchase price of $7.00 per share (subject to
adjustment as provided herein), all on the terms and conditions and
pursuant to the provisions hereinafter set forth.


1.   DEFINITIONS

          As used in this Warrant, the following terms have the respective
meanings set forth below:

          "Additional Shares of Common Stock" shall mean all shares of
Common Stock issued by the Company after the Closing Date, other than
Warrant Stock and shares of Common Stock issuable upon the conversion of
the Convertible Notes issued under the Convertible Note Purchase Agreement.

          "Average Market Price" shall mean, in respect of any share of
Common Stock on any date herein specified, the daily volume weighted
average sale price per share of Common Stock for such date. The closing
price for each day shall be the last quoted sale price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association of
Securities Dealers, Inc., Automated Quotation System or such other system
then in use, or, if on any such date the Common Stock or such other
securities are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker
making a market in the Common Stock selected by the Board of Directors of
the Company. If the Common Stock is listed or admitted to trading on a
national securities exchange, the closing price shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the Common Stock is not listed or admitted to trading on
the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the
principal national securities exchange on which the Common Stock is listed
or admitted to trading.

          "Business Day" shall mean any day that is not a Saturday or
Sunday or a day on
which banks are required or permitted to be closed in the State of New York.

          "Capital Stock" means, in the case of the Company, any and all
shares (however designated) of the capital stock of the Company now or
hereafter outstanding.

          "Closing Date" shall mean October __, 1999.

          "Commission" shall mean the Securities and Exchange Commission or
any other federal agency then administering the Securities Act and other
federal securities laws.

          "Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, no par value, of the Company as constituted on
the Closing Date, and any capital stock into which such Common Stock may
thereafter be changed, and shall also include (i) capital stock of the
Company of any other class (regardless of how denominated) issued to the
holders of shares of Common Stock upon any reclassification thereof and
(ii) shares of common stock of any successor or acquiring corporation (as
defined in Section 4.8) received by or distributed to the holders of Common
Stock of the Company in the circumstances contemplated by Section 4.8.

          "Convertible Notes" shall mean the notes to be issued pursuant to
the Convertible Note Purchase Agreement (as defined in the Note).

          "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable or exercisable, with or without payment of additional
consideration in cash or property, for Additional Shares of Common Stock,
either immediately or upon the occurrence of a specified date or a
specified event.

          "Current Market Price" shall mean, in respect of any share of
Common Stock on any date herein specified, the average of the Average
Market Price for the twenty Business Days ending five days prior to such
date.

          "Current Warrant Price" shall mean, in respect of a share of
Common Stock at any date herein specified, the price at which a share of
Common Stock may be purchased pursuant to this Warrant on such date. The
Current Warrant Price as of the date of the issuance of this Warrant is $7.

          "Expiration Date" shall mean a date which is five years from the
issuance of this Warrant.

          "Holder" shall mean the Person in whose name this Warrant is
registered on the books of the Company maintained for such purpose.
"Holders" shall mean, collectively, each Holder of a Warrant, in the event
of any division of this Warrant.

          "Majority Holders" shall mean the holders of Warrants exercisable
for in excess of 50% of the aggregate number of shares of Warrant Stock
then purchasable upon exercise of all Warrants.

          "Note" shall mean the 7.5% Secured Note issued by the Company to
the Holder on the Closing Date.

          "Other Property" shall have the meaning set forth in Section 4.8.

          "Outstanding" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be
determined, all issued shares of Common Stock, except shares then owned or
held by or for the account of the Company or any subsidiary thereof, and
shall include all shares issuable in respect of outstanding scrip or any
certificates representing fractional interests in shares of Common Stock.
For the purposes of Sections 4.3, 4.4, 4.5, 4.6 and 4.7, Common Stock
Outstanding shall include all shares of Common Stock issuable in respect of
options or warrants to purchase, or securities convertible into, shares of
Common Stock, the exercise or conversion price of which is less than the
Current Market Price as of any date on which the number of shares of Common
Stock Outstanding is to be determined.

          "Permitted Issuances" shall mean issuances of shares of Common
Stock and upon exercise of the warrants and options and other convertible
securities, in each case listed on Schedule 1.

          "Person" shall mean any individual, firm, corporation,
partnership or other entity, and shall include any successor by merger or
otherwise of such entity.

          "Restricted Common Stock" shall mean shares of Common Stock which
are, or which upon their issuance on the exercise of this Warrant would be,
evidenced by a certificate bearing the restrictive legend set forth in
Section 9.1(a).

          "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

          "Security" or "Securities" shall mean any equity or debt security
of the Company (including, without limitation, subscriptions, options,
warrants, rights, stock-based or stock-related awards or convertible or
exchangeable securities to which the Company is a party or by which the
Company may be bound of any character relating to, or obligating the
Company to issue, grant, award, transfer or sell any issued or unissued
shares of the Company's Capital Stock or other securities of the Company).

          "Trading Day" means a Business Day or, if the Common Stock is
listed or admitted to trading in any national securities exchange, a day on
which such exchange is open for the transaction of business.

          "Transfer" shall mean any disposition of any Warrant or Warrant
Stock or of any interest in either thereof, which would constitute a sale
thereof within the meaning of the Securities Act.

          "Transfer Notice" shall have the meaning set forth in Section
9.2.

          "Warrants" shall mean this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for, any thereof.
All Warrants shall at all times be identical as to terms and conditions and
date, except as to the number of shares of Common Stock for which they may
be exercised.

          "Warrant Stock" shall mean the shares of Common Stock purchased
by the holders of the Warrants upon the exercise thereof.

2.   EXERCISE OF WARRANT

     2.1. MANNER OF EXERCISE. At any time or from time to time from and
after the Closing Date and until 5:00 P.M., New York time, on the
Expiration Date, Holder may exercise this Warrant, on any Business Day, for
all or any part of the number of shares of Common Stock purchasable
hereunder.

          In order to exercise this Warrant, in whole or in part, Holder
shall deliver to the Company at its principal office at 129 Reservoir Road,
Vernon, CT 06066 (i) a written notice of Holder's election to exercise this
Warrant, which notice shall specify the number of shares of Common Stock to
be purchased, (ii) payment of the aggregate Current Warrant Price for such
shares and (iii) this Warrant. Such notice shall be substantially in the
form appearing at the end of this Warrant as Exhibit A, duly executed by
Holder. Thirty days after receipt of the items specified in the second
preceding sentence, the Company shall execute or cause to be executed and
deliver or cause to be delivered to Holder a certificate or certificates
representing the aggregate number of full shares of Common Stock issuable
upon such exercise, together with cash in lieu of any fraction of a share,
as hereinafter provided. The stock certificate or certificates so delivered
shall be in such denomination or denominations as Holder shall request in
the notice and shall be registered in the name of Holder or, subject to
Section 9, such other name as shall be designated in the notice. This
Warrant shall be deemed to have been exercised and such certificate or
certificates shall be deemed to have been issued, and Holder or any other
Person so designated shall be deemed to have become a holder of record of
such shares for all purposes, as of the date which is thirty days after the
date of the notice, together with the Current Warrant Price and this
Warrant, are received by the Company as described above. If this Warrant
shall have been exercised in part, the Company shall, at the time of
delivery of the certificate or certificates representing Warrant Stock,
deliver to Holder a new Warrant evidencing the right of Holder to purchase
the unpurchased shares of Common Stock called for by this Warrant, which
new Warrant shall in all other respects be identical with this Warrant, or,
at the request of Holder, appropriate notation may be made on this Warrant
and the same returned to Holder.

          Payment of the Current Warrant Price shall be made at the option
of Holder by (i) certified or official bank check, (ii) wire transfer of
immediately available funds, (iii) tendering (A) a portion of the Note
having a principal face amount such that the amount of the Note so tendered
together with accrued and unpaid interest thereon is equal to the Current
Warrant Price or (B) Convertible Notes having an Accreted Value (as defined
in the Convertible Note Purchase Agreement) equal to the Current Warrant
Price (the Company hereby agreeing to reissue the Note or any Convertible
Notes, as applicable, of a Holder into one or more Notes or Convertible
Notes (as applicable) in denominations requested by such Holder) or (iv)
the surrender of this Warrant to the Company, with a duly executed exercise
notice marked to reflect "Net Issue Exercise," and, in either case,
specifying the number of shares of Common Stock to be purchased, during
normal business hours on any Business Day. Upon a Net Issue Exercise,
Holder shall be entitled to receive shares of Common Stock equal to the
value of this Warrant (or the portion thereof being exercised by Net Issue
Exercise) by surrender of this Warrant to the Company together with notice
of such election, in which event the Company shall issue to Holder a number
of shares of the Company's Common Stock computed as of the date of
surrender of this Warrant to the Company using the following formula:

          X = Y x (A-B)
              ---------
                  A
     Where  X = the number of shares of Common Stock to be issued to the
     Holder
     Y = the number of shares of Warrant Stock being exercised under this
     Warrant;
     A = the Current Market Price of one share of the Company's Common Stock
     (at the date of such calculation);
     B = the Current Warrant Price (as adjusted to the date of such
     calculation).

     2.2. PAYMENT OF TAXES. All shares of Common Stock issuable upon the
exercise of this Warrant shall be validly issued, fully paid and
nonassessable. The Company shall pay all expenses in connection with, and
all taxes (other than income taxes or capital gain tax of the Holder) and
other governmental charges that may be imposed with respect to, the issue
or delivery thereof.

     2.3. FRACTIONAL SHARES. The Company shall not be required to issue a
fractional share of Common Stock upon exercise of this Warrant. As to any
fraction of a share which Holder would otherwise be entitled to purchase
upon such exercise, the Company shall pay a cash adjustment in respect of
such fraction in an amount equal to the same fraction of the Current Market
Price per share of Common Stock on the date of exercise.

3.   TRANSFER, DIVISION AND COMBINATION

     3.1. TRANSFER. Subject to compliance with Section 9, transfer of this
Warrant and all rights hereunder, in whole or in part, shall be registered
on the books of the Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of the Company referred
to in Section 2.1, together with a written assignment of this Warrant
substantially in the form of Exhibit B hereto duly executed by Holder and
funds sufficient to pay any transfer taxes payable upon the making of such
transfer. Upon such surrender and, if required, such payment, the Company
shall, subject to Section 9, execute and deliver a new Warrant or Warrants
in the name of the assignee or assignees and in the denomination specified
in such instrument of assignment, and shall issue to the assignor a new
Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be canceled. A Warrant, if properly assigned in
compliance with Section 9, may be exercised by a new Holder for the
purchase of shares of Common Stock without having a new Warrant issued.

     3.2. DIVISION AND COMBINATION. Subject to Section 9, this Warrant may
be divided into multiple Warrants or combined with other Warrants upon
presentation hereof at the aforesaid office or agency of the Company,
together with a written notice specifying the names and denominations in
which new Warrants are to be issued, signed by Holder. Subject to
compliance with Section 3.1 and with Section 9, as to any transfer which
may be involved in such division or combination, the Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant or
Warrants to be divided or combined in accordance with such notice.

     3.3. EXPENSES. The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 3.

     3.4. MAINTENANCE OF BOOKS. The Company agrees to maintain, at its
aforesaid office, books for the registration and the registration of
transfer of the Warrants.

4.   ADJUSTMENTS

          The number of shares of Common Stock for which this Warrant is
exercisable and/or the price at which such shares may be purchased upon
exercise of this Warrant, shall be subject to adjustment from time to time
as set forth in this Section 4. The Company shall give each Holder notice
of any event described below which requires an adjustment pursuant to this
Section 4 at the time of such event.

     4.1. STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time
the Company shall:

          (a) take a record of the holders of its Common Stock for the
     purpose of entitling them to receive a dividend payable in, or other
     distribution of, Additional Shares of Common Stock,

          (b) subdivide its outstanding shares of Common Stock into a
     larger number of shares of Common Stock, or

          (c) combine its outstanding shares of Common Stock into a smaller
     number of shares of Common Stock,

then (i) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be
adjusted to equal the number of shares of Common Stock which a record
holder of the same number of shares of Common Stock for which this Warrant
is exercisable immediately prior to the occurrence of such event would own
or be entitled to receive after the happening of such event, and (ii) the
Current Warrant Price per share shall be adjusted to equal (A) the Current
Warrant Price multiplied by the number of shares of Common Stock for which
this Warrant is exercisable immediately prior to the adjustment divided by
(B) the number of shares for which this Warrant is exercisable immediately
after such adjustment.

     4.2. CERTAIN OTHER DISTRIBUTIONS. If at any time the Company shall
take a record of the holders of its Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:

          (a) cash,

          (b) any evidences of its indebtedness, any shares of stock or any
     other securities or property of any nature whatsoever (other than
     cash, Convertible Securities or Additional Shares of Common Stock), or

          (c) any warrants or other rights to subscribe for or purchase any
     evidences of its indebtedness, any shares of its stock or any other
     securities or property of any nature whatsoever (other than cash,
     Convertible Securities or Additional Shares of Common Stock),

then (i) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares
of Common Stock for which this Warrant is exercisable immediately prior to
such adjustment and a fraction (A) the numerator of which shall be the
Current Market Price per share of Common Stock at the date of taking such
record and (B) the denominator of which shall be such Current Market Price
per share of Common Stock minus the amount allocable to one share of Common
Stock of any such cash so distributable and of the fair value (as
determined in good faith by the Board of Directors of the Company) of any
and all such evidences of indebtedness, shares of stock, other securities
or property or warrants or other subscription or purchase rights so
distributable, and (ii) the Current Warrant Price shall be adjusted to
equal (A) the Current Warrant Price multiplied by the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to the
adjustment divided by (B) the number of shares for which this Warrant is
exercisable immediately after such adjustment. A reclassification of the
Common Stock (other than a change in par value, or from par value to no par
value or from no par value to par value) into shares of Common Stock and
shares of any other class of stock shall be deemed a distribution by the
Company to the holders of its Common Stock of such shares of such other
class of stock within the meaning of this Section 4.2 and, if the
outstanding shares of Common Stock shall be changed into a larger or
smaller number of shares of Common Stock as a part of such
reclassification, such change shall be deemed a subdivision or combination,
as the case may be, of the outstanding shares of Common Stock within the
meaning of Section 4.1.

     4.3. ISSUANCE OF ADDITIONAL SHARES OF COMMON STOCK. (a) If at any time
the Company shall (except as hereinafter provided) issue or sell any
Additional Shares of Common Stock, other than Permitted Issuances, in
exchange for consideration in an amount per Additional Share of Common
Stock less than (a) the greater of the Current Market Price per share of
Common Stock for the period of 20 Trading Days preceding the earlier of the
issuance or public announcement of the issuance of such Additional Shares
of Common Stock and (b) the Current Warrant Price at the time the
Additional Shares of Common Stock are issued, then (i) the Current Warrant
Price as to the number of shares for which this Warrant is exercisable
prior to such adjustment shall be reduced to a price determined by
multiplying the Current Warrant Price by (A) a fraction, the numerator of
which shall be the sum of (x) the number of shares of Common Stock
Outstanding immediately prior to such issue or sale multiplied by the
greater of (1) the then applicable Current Warrant Price and (2) the
Current Market Price per share of Common Stock for the period of 20 Trading
Days preceding the earlier of the issuance or public announcement of the
issuance of such Additional Shares of Common Stock (the greater of (1) and
(2) above hereinafter referred to as the "Adjustment Price") and (y) the
aggregate consideration receivable by the Company for the total number of
shares of Common Stock so issued (or into or for which the rights, warrants
or other Convertible Securities may convert or be exercisable), and the
denominator of which shall be the sum of (a) the total number of shares of
Common Stock Outstanding on such date and (b) the number of Additional
Shares issued (or into or for which the rights, warrants or convertible
securities may be converted or exercised), multiplied by the Adjustment
Price; and (ii) the number of shares of Common Stock for which this Warrant
is exercisable shall be adjusted to equal the product obtained by
multiplying the Current Warrant Price in effect immediately prior to such
issue or sale by the number of shares of Common Stock for which this
Warrant is exercisable immediately prior to such issue or sale and dividing
the product thereof by the Current Warrant Price resulting from the
adjustment made pursuant to clause (i) above. For purposes of this Section
4.3 and for the purposes of making adjustments of the number of shares of
Common Stock for which this Warrant is exercisable and the Current Warrant
Price as provided in this Section 4, the aggregate consideration receivable
by the Company in connection with the issuance of shares of Common Stock or
of rights, warrants or other securities convertible into shares of Common
Stock shall be deemed to be equal to the sum of the aggregate offering
price (before deduction of underwriting discounts or commissions and
expenses payable to third parties) of all such Common Stock, rights,
warrants and convertible securities plus the aggregate amount (as
determined on the date of issuance), if any, payable upon exercise or
conversion of any such rights, warrants and convertible securities into
shares of Common Stock. If, subsequent to the date of issuance of such
rights, warrants or Convertible Securities, the exercise or conversion
price thereof is reduced, such aggregate amount shall be recalculated and
the Current Warrant Price and number of shares of Common Stock for which
the Warrant is exercisable adjusted retroactively to give effect to such
reduction. If Common Stock is sold as a unit with other securities, the
aggregate consideration received for such Common Stock shall be deemed to
be net of the Fair Market Value of such other securities.

     4.4. ISSUANCE OF WARRANTS OR OTHER RIGHTS. If at any time the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Company is the
surviving corporation) issue or sell, any warrants or other rights to
subscribe for or purchase any Additional Shares of Common Stock or any
Convertible Securities (other than Permitted Issuances), whether or not the
rights to exchange or convert thereunder are immediately exercisable, and
the price per share for which Common Stock is issuable upon the exercise of
such warrants or other rights or upon conversion or exchange of such
Convertible Securities shall be less than the greater of (1) the Current
Market Price per share of Common Stock for the period of 20 Trading Days
preceding the earlier of the issuance or public announcement of the
issuance of such Additional Shares of Common Stock, warrants or other
rights and (2) the Current Warrant Price in effect immediately prior to the
time of such issue or sale, then the number of shares for which this
Warrant is exercisable and the Current Warrant Price shall be adjusted as
provided in Section 4.3 on the basis that the maximum number of Additional
Shares of Common Stock issuable pursuant to all such warrants or other
rights or necessary to effect the conversion or exchange of all such
Convertible Securities shall be deemed to have been issued and outstanding
and the Company shall have received all of the consideration payable
therefor, if any, as of the date of the actual issuance of the number such
warrants or other rights. No further adjustments of the Current Warrant
Price shall be made upon the actual issue of such Common Stock or of such
Convertible Securities upon exercise of such warrants or other rights or
upon the actual issue of such Common Stock upon such conversion or exchange
of such Convertible Securities. Notwithstanding the foregoing, no
adjustment shall be required under this Section 4.4 solely by reason of the
issuance or distribution of stock purchase rights pursuant to a shareholder
rights plan or any other rights plan of the Company, provided that the
adjustments required by this Section 4.4 shall be made if any "flip-in" or
"flip-over" event shall occur under such stockholder rights plan.

     4.5. ISSUANCE OF CONVERTIBLE SECURITIES. If at any time the Company
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Company is the
surviving corporation) issue or sell, any Convertible Securities (other
than Permitted Issuances), whether or not the rights to exchange or convert
thereunder are immediately exercisable, and the price per share for which
Common Stock is issuable upon such conversion or exchange shall be less
than the greater of (a) the Current Market Price per share of Common Stock
for the period of 20 Trading Days preceding the earlier of the issuance or
Public announcement of the issuance of such Convertible Securities and (b)
the Current Warrant Price in effect immediately prior to the time of such
issue or sale, then the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be adjusted as provided in
Section 4.3 on the basis that the maximum number of Additional shares of
Common Stock necessary to effect the conversion or exchange of all such
Convertible Securities shall be deemed to have been issued and outstanding
and the Company shall have received all of the consideration payable
therefor, if any, as of the date of actual issuance of such Convertible
Securities. No adjustment of the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be made under this Section
4.5 upon the issuance of any Convertible Securities which are issued
pursuant to the exercise of any warrants or other subscription or purchase
rights therefor, if any such adjustment shall previously have been made
upon the issuance of such warrants or other rights pursuant to Section 4.4.
No further adjustments of the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be made upon the actual
issue of such Common Stock upon conversion or exchange of such Convertible
Securities and, if any issue or sale of such Convertible Securities is made
upon exercise of any warrant or other right to subscribe for or to purchase
any such Convertible Securities for which adjustments of the number of
shares for which this Warrant is exercisable and the Current Warrant Price
have been or are to be made pursuant to other provisions of this Section 4,
no further adjustments of the number of shares for which this Warrant is
exercisable and the Current Warrant Price shall be made by reason of such
issue or sale.

     4.6. SUPERSEDING ADJUSTMENT. If, at any time after any adjustment of
the number of shares for which this Warrant is exercisable and the Current
Warrant Price shall have been made pursuant to Section 4.4 or Section 4.5
as the result of any issuance of warrants, rights or Convertible
Securities, such warrants or rights, or the right of conversion or exchange
in such other Convertible Securities, shall expire, and all of such
warrants or rights, or the right of conversion or exchange with respect to
all or a portion of such other Convertible Securities, as the case may be,
shall not have been exercised and no outstanding Warrant shall have been
exercised (in whole or in part), then for each outstanding Warrant such
previous adjustment shall be rescinded and annulled and the Additional
Shares of Common Stock which were deemed to have been issued by virtue of
the computation made in connection with the adjustment so rescinded and
annulled shall no longer be deemed to have been issued by virtue of such
computation.

     4.7. OTHER PROVISIONS APPLICABLE TO ADJUSTMENTS UNDER THIS SECTION.
The following provisions shall be applicable to the making of adjustments
of the number of shares of Common Stock for which this Warrant is
exercisable and the Current Warrant Price provided for in this Section 4:

          (a) Computation of Consideration. To the extent that any
Additional Shares of Common Stock or any Convertible Securities or any
warrants or other rights to subscribe for or purchase any Additional Shares
of Common Stock or any Convertible Securities shall be issued for cash
consideration, the consideration received by the Company therefor shall be
the amount of the cash received by the Company therefor, or, if such
Additional Shares of Common Stock or Convertible Securities are offered by
the Company for subscription, the subscription price, or, if such
Additional Shares of Common Stock or Convertible Securities are sold to
underwriters or dealers for public offering without a subscription
offering, the public offering price (in any such case subtracting any
amounts paid or receivable for accrued interest or accrued dividends). To
the extent that such issuance shall be for a consideration other than cash,
then, except as herein otherwise expressly provided, the amount of such
consideration shall be deemed to be the fair value of such consideration at
the time of such issuance as determined in good faith by the Board of
Directors of the Company. In case any Additional Shares of Common Stock or
any Convertible Securities or any warrants or other rights to subscribe for
or purchase such Additional Shares of Common Stock or Convertible
Securities shall be issued in connection with any merger in which the
Company issues any securities, the amount of consideration therefor shall
be deemed to be the fair value, as determined in good faith by the Board of
Directors of the Company, of such portion of the assets and business of the
nonsurviving corporation as such Board in good faith shall determine to be
attributable to such Additional Shares of Common Stock, Convertible
Securities, warrants or other rights, as the case may be. The consideration
for any Additional Shares of Common Stock issuable pursuant to any warrants
or other rights to subscribe for or purchase the same shall be the
consideration received by the Company for issuing such warrants or other
rights plus the additional consideration payable to the Company upon
exercise of such warrants or other rights. The consideration for any
Additional Shares of Common Stock issuable pursuant to the terms of any
Convertible Securities shall be the consideration received by the Company
for issuing warrants or other rights to subscribe for or purchase such
Convertible Securities, plus the consideration paid or payable to the
Company in respect of the subscription for or purchase of such Convertible
Securities, plus the additional consideration, if any, payable to the
Company upon the exercise of the right of conversion or exchange in such
Convertible Securities. In case of the issuance at any time of any
Additional Shares of Common Stock or Convertible Securities in payment or
satisfaction of any dividends upon any class of stock other than Common
Stock, the Company shall be deemed to have received for such Additional
Shares of Common Stock or Convertible Securities a consideration equal to
the amount of such dividend so paid or satisfied.

          (b) When Adjustments to Be Made. The adjustments required by this
Section 4 shall be made whenever and as often as any specified event
requiring an adjustment shall occur, except that any adjustment of the
number of shares of Common Stock for which this Warrant is exercisable that
would otherwise be required may be postponed (except in the case of a
subdivision or combination of shares of the Common Stock, as provided for
in Section 4.1) up to, but not beyond the date of exercise if such
adjustment either by itself or with other adjustments not previously made
results in an increase or decrease of less than 1% of the shares of Common
Stock for which this Warrant is exercisable immediately prior to the making
of such adjustment. Any adjustment representing a change of less than such
minimum amount (except as aforesaid) which is postponed shall be carried
forward and made as soon as such adjustment, together with other
adjustments required by this Section 4 and not previously made, would
result in a minimum adjustment or on the date of exercise. For the purpose
of any adjustment, any specified event shall be deemed to have occurred at
the close of business on the date of its occurrence.

          (c) Fractional Interests. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into account
to the nearest 1/100th of a share.

          (d) When Adjustment Not Required. If the Company shall take a
record of the holders of its Common Stock for the purpose of entitling them
to receive a dividend or distribution or subscription or purchase rights
and shall, thereafter and before the distribution to stockholders thereof,
legally abandon its plan to pay or deliver such dividend, distribution,
subscription or purchase rights, then thereafter no adjustment shall be
required by reason of the taking of such record and any such adjustment
previously made in respect thereof shall be rescinded and annulled.

          (e) Escrow of Warrant Stock. If Holder exercises this Warrant
after any property becomes distributable pursuant to this Section 4 by
reason of the taking of any record of the holders of Common Stock, but
prior to the occurrence of the event for which such record is taken, any
additional shares of Common Stock issuable upon exercise by reason of such
adjustment shall be deemed the last shares of Common Stock for which this
Warrant is exercised (notwithstanding any other provision to the contrary
herein) and such shares or other property shall be held in escrow for
Holder by the Company to be issued to Holder when and to the extent that
the event actually takes place, upon payment of the then Current Warrant
Price. Notwithstanding any other provision to the contrary herein, if the
event for which such record was taken fails to occur or is rescinded, then
such escrowed shares shall be canceled by the Company and escrowed property
returned.

          (f) Challenge to Good Faith Determination. Whenever the Board of
Directors of the Company shall be required to make a determination in good
faith of the fair value of any item under this Section 4, such
determination may be challenged in good faith by the Majority Holders, and
any dispute shall be resolved by an investment banking firm of recognized
national standing selected by the Majority Holders and acceptable to the
Company.

     4.8. REORGANIZATION, RECLASSIFICATION, MERGER, CONSOLIDATION OR
DISPOSITION OF ASSETS. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common Stock of
the Company), or sell, transfer or otherwise dispose of all or
substantially all its property, assets or business to another corporation
and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of
the successor or acquiring corporation, or any cash, shares of stock or
other securities or property of any nature whatsoever (including warrants
or other subscription or purchase rights) in addition to or in lieu of
common stock of the successor or acquiring corporation ("Other Property"),
are to be received by or distributed to the holders of Common Stock of the
Company, then Holder shall have the right thereafter to receive, upon
exercise of this Warrant and payment of the Current Warrant Price, the
number of shares of common stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a holder of the number of
shares of Common Stock for which this Warrant is exercisable immediately
prior to such event. In case of any such reorganization, reclassification,
merger, consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and
all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined by resolution of
the Board of Directors of the Company) in order to provide for adjustments
of shares of the Common Stock for which this Warrant is exercisable which
shall be as nearly equivalent as practicable to the adjustments provided
for in this Section 4. For purposes of this Section 4.8, "common stock of
the successor or acquiring corporation" shall include stock of such
corporation of any class which is not preferred as to dividends or assets
over any other class of stock of such corporation and which is not subject
to redemption and shall also include any evidences of indebtedness, shares
of stock or other securities which are convertible into or exchangeable for
any such stock, either immediately or upon the arrival of a specified date
or the happening of a specified event and any warrants or other rights to
subscribe for or purchase any such stock. The foregoing provisions of this
Section 4.8 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

     4.9. OTHER ACTION AFFECTING COMMON STOCK. In case at any time or from
time to time the Company shall take any action in respect of its Common
Stock, other than any action described in this Section 4, then, unless such
action will not have a materially adverse effect upon the rights of the
Holders, the number of shares of Common Stock or other stock for which this
Warrant is exercisable and/or the purchase price thereof shall be adjusted
in such manner as may be equitable in the circumstances.

     4.10. CERTAIN LIMITATIONS. Notwithstanding anything herein to the
contrary, the Company agrees not to enter into any transaction which, by
reason of any adjustment hereunder, would cause the Current Warrant Price
to be less than the par value per share of Common Stock.


5.   NOTICES TO WARRANT HOLDERS

     5.1. NOTICE OF ADJUSTMENTS. Whenever the number of shares of Common
Stock for which this Warrant is exercisable, or whenever the price at which
a share of such Common Stock may be purchased upon exercise of the
Warrants, shall be adjusted pursuant to Section 4, the Company shall
forthwith prepare a certificate to be executed by the chief financial
officer of the Company setting forth, in reasonable detail, the event
requiring the adjustment and the method by which such adjustment was
calculated (including a description of the basis on which the Board of
Directors of the Company determined the fair value of any evidences of
indebtedness, shares of stock, other securities or property or warrants or
other subscription or purchase rights referred to in Section 4.2 or
4.7(a)), specifying the number of shares of Common Stock for which this
Warrant is exercisable and (if such adjustment was made pursuant to Section
4.8 or 4.9) describing the number and kind of any other shares of stock or
Other Property for which this Warrant is exercisable, and any change in the
purchase price or prices thereof, after giving effect to such adjustment or
change. The Company shall promptly cause a signed copy of such certificate
to be delivered to each Holder in accordance with Section 13.2. The Company
shall keep at its principal office copies of all such certificates and
cause the same to be available for inspection at said office during normal
business hours by any Holder or any prospective purchaser of a Warrant
designated by a Holder thereof.

     5.2. NOTICE OF CORPORATE ACTION. If at any time

          (a) the Company shall take a record of the holders of its Common
     Stock for the purpose of entitling them to receive a dividend (other
     than a cash dividend payable out of earnings or earned surplus legally
     available for the payment of dividends under the laws of the
     jurisdiction of incorporation of the Company) or other distribution,
     or any right to subscribe for or purchase any evidences of its
     indebtedness, any shares of stock of any class or any other securities
     or property, or to receive any other right, or

          (b) there shall be any capital reorganization of the Company, any
     reclassification or recapitalization of the capital stock of the
     Company or any consolidation or merger of the Company with, or any
     sale, transfer or other disposition of all or substantially all the
     property, assets or business of the Company to, another corporation,
     or

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

then, in any one or more of such cases, the Company shall give to Holder
(i) at least 20 days' prior written notice of the date on which a record
date shall be selected for such dividend, distribution or right or for
determining rights to vote in respect of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, and (ii) in the case of any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up, at least 20 days'
prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the
date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and
the amount and character thereof, and (ii) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and
the time, if any such time is to be fixed, as of which the holders of
Common Stock shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up. Each such written notice shall be
sufficiently given if addressed to Holder at the last address of Holder
appearing on the books of the Company and delivered in accordance with
Section 13.2.


6.   RIGHTS OF HOLDERS

     6.1 NO IMPAIRMENT. The Company shall not by any action, including,
without limitation, amending its Certificate of Incorporation, by-laws or
comparable governing instruments or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking
of all such actions as may be necessary or appropriate to protect the
rights of Holder against impairment. Without limiting the generality of the
foregoing, the Company will (a) not increase the par value of any shares of
Common Stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant, and
(c) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may
be necessary to enable the Company to perform its obligations under this
Warrant.

          Upon the request of Holder, the Company will at any time during
the period this Warrant is outstanding acknowledge in writing, in form
reasonably satisfactory to Holder, the continuing validity of this Warrant
and the obligations of the Company hereunder.


7.   RESERVATION AND AUTHORIZATION OF COMMON STOCK; REGISTRATION WITH OR
     APPROVAL OF ANY GOVERNMENTAL AUTHORITY

          From and after the Closing Date, the Company shall at all times
reserve and keep available for issue upon the exercise of Warrants such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Common Stock which shall be so issuable, when issued upon
exercise of any Warrant and payment therefor in accordance with the terms
of such Warrant, shall be duly and validly issued and fully paid and
nonassessable.

8.   TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS

          In the case of all dividends or other distributions by the
Company to the holders of its Common Stock with respect to which any
provision of Section 4 refers to the taking of a record of such holders,
the Company will in each such case take such a record and will take such
record as of the close of business on a Business Day. The Company will not
at any time, except upon dissolution, liquidation or winding up of the
Company, close its stock transfer books or Warrant transfer books so as to
result in preventing or delaying the exercise or transfer of any Warrant.

9.   RESTRICTIONS ON TRANSFERABILITY

          The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in
this Section 9, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the Transfer of any
Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees
to be bound by the provisions of this Section 9.

     9.1. RESTRICTIVE LEGEND. Except as otherwise provided in this Section
9, each Warrant and each certificate for Warrant Stock initially issued
upon the exercise of a Warrant, and each certificate for Warrant Stock
issued to any subsequent transferee of any such certificate, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:

               "[THIS WARRANT AND THE SECURITIES REPRESENTED
          HEREBY] [THE SECURITIES REPRESENTED BY THIS
          CERTIFICATE] HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
          LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE
          DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE
          STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE
          REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS."

     9.2. NOTICE OF PROPOSED TRANSFERS; REQUESTS FOR REGISTRATION. Prior to
any Transfer or attempted Transfer of any Warrants or any shares of
Restricted Common Stock, the holder of such Warrants or Restricted Common
Stock shall give ten days' prior written notice (a "Transfer Notice") to
the Company of such holder's intention to effect such Transfer, describing
the manner and circumstances of the proposed Transfer, and obtain from
counsel to such holder who shall be reasonably satisfactory to the Company,
an opinion that the proposed Transfer of such Warrants or such Restricted
Common Stock may be effected without registration under the Securities Act.
After receipt of the Transfer Notice and opinion, the Company shall, within
five days thereof, notify the holder of such Warrants or such Restricted
Common Stock as to whether such opinion is reasonably satisfactory and, if
so, such holder shall thereupon be entitled to Transfer such Warrants or
such Restricted Common Stock, in accordance with the terms of the Transfer
Notice. Each certificate, if any, evidencing such shares of Restricted
Common Stock issued upon such Transfer and each Warrant issued upon such
Transfer shall bear the restrictive legend set forth in Section 9.1, unless
in the opinion of such counsel such legend is not required in order to
ensure compliance with the Securities Act. The holder of the Warrants or
the Restricted Common Stock, as the case may be, giving the Transfer Notice
shall not be entitled to Transfer such Warrants or such Restricted Common
Stock until receipt of notice from the Company under this Section 9.2 that
such opinion is reasonably satisfactory.

10.  INTENTIONALLY LEFT BLANK

11.  SUPPLYING INFORMATION

          The Company shall cooperate with each Holder of a Warrant and
each holder of Restricted Common Stock in supplying such information as may
be reasonably necessary for such holder to complete and file any reports or
forms presently or hereafter required by the Commission as a condition to
the availability of an exemption from the Securities Act for the sale of
any Warrant or Restricted Common Stock.

12.  LOSS OR MUTILATION

          Upon receipt by the Company from any Holder of evidence
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and indemnity reasonably
satisfactory to it (it being understood that, in the case of the initial
holder, the written agreement of Appaloosa Management, L.P. shall be
sufficient indemnity), and in case of mutilation upon surrender and
cancellation hereof, the Company will execute and deliver in lieu hereof a
new Warrant of like tenor to such Holder; provided, in the case of
mutilation, no indemnity shall be required if this Warrant in identifiable
form is surrendered to the Company for cancellation.

13.  LIMITATION OF LIABILITY

          No provision hereof, in the absence of affirmative action by
Holder to purchase shares of Common Stock, and no enumeration herein of the
rights or privileges of Holder hereof, shall give rise to any liability of
such Holder for the purchase price of any Common Stock or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.

14.  MISCELLANEOUS

     14.1. NONWAIVER AND EXPENSES. No course of dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder's rights, powers or
remedies. If the Company fails to make, when due, any payments provided for
hereunder, or fails to comply with any other provision of this Warrant, the
Company shall pay to Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys'
fees, including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise enforcing any of
its rights, powers or remedies hereunder.

     14.2. NOTICE GENERALLY. Any notice, demand, request, consent,
approval, declaration, delivery or other communication hereunder to be made
pursuant to the provisions of this Warrant shall be sufficiently given or
made if in writing and either delivered in person with receipt acknowledged
or sent by registered or certified mail, return receipt requested, postage
prepaid, or by telecopy and confirmed by telecopy answerback, addressed as
follows:

          (a) If to any Holder or holder of Warrant Stock, at its last
     known address appearing on the books of the Company maintained for
     such purpose.

          (b) If to the Company at

              Bio-Plexus, Inc.
              129 Reservoir Road
              Vernon, CT 06066
              Attention:  Carl Sahi
              Fax:  (860) 870-6118

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Every notice, demand,
request, consent, approval, declaration, delivery or other communication
hereunder shall be deemed to have been duly given or served on the date on
which personally delivered, with receipt acknowledged, telecopied and
confirmed by telecopy answerback, or three Business Days after the same
shall have been deposited in the United States mail. Failure or delay in
delivering copies of any notice, demand, request, approval, declaration,
delivery or other communication to the person designated above to receive a
copy shall in no way adversely affect the effectiveness of such notice,
demand, request, approval, declaration, delivery or other communication.

     14.3. REMEDIES. Each holder of Warrant and Warrant Stock, in addition
to being entitled to exercise all rights granted by law, including recovery
of damages, will be entitled to specific performance of its rights under of
this Warrant. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of
the provisions of this Warrant and hereby agrees to waive the defense in
any action for specific performance that a remedy at law would be adequate.

     14.4. SUCCESSORS AND ASSIGNS. Subject to the provisions of Sections
3.1 and 9, this Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors of the Company and the
successors and assigns of Holder. The provisions of this Warrant are
intended to be for the benefit of all Holders from time to time of this
Warrant and, with respect to Section 9 hereof, holders of Warrant Stock,
and shall be enforceable by any such Holder or holder of Warrant Stock.

     14.5. AMENDMENT. This Warrant and all other Warrants may be modified
or amended or the provisions hereof waived with the written consent of the
Company and the Majority Holders, provided that no such Warrant may be
modified or amended to reduce the number of shares of Common Stock for
which such Warrant is exercisable or to increase the price at which such
shares may be purchased upon exercise of such Warrant (before giving effect
to any adjustment as provided therein) without the prior written consent of
the Holder thereof, provided however, that the foregoing shall not limit
the operation of Section 4.6.

     14.6. SEVERABILITY. Wherever possible, each provision of this Warrant
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by
or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Warrant.

     14.7. HEADINGS. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.

     14.8. ROLLOVER TRANSACTIONS. For the avoidance of doubt, the Company
acknowledges and agrees that this Warrant is fully vested as of the date
hereof and shall continue to be in full force and effect even if the
Rollover Transactions (as defined in the Note) are not consummated for any
reason.

     14.9. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO THE PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED
STATES OF AMERICA, IN EACH CASE LOCATED IN THE COUNTY OF NEW YORK, FOR ANY
ACTION, PROCEEDING OR INVESTIGATION IN ANY COURT OR BEFORE ANY GOVERNMENTAL
AUTHORITY ("LITIGATION") ARISING OUT OF OR RELATING TO THIS WARRANT AND THE
TRANSACTIONS CONTEMPLATED HEREBY (AND AGREES NOT TO COMMENCE ANY LITIGATION
RELATING THERETO EXCEPT IN SUCH COURTS), AND FURTHER AGREES THAT SERVICE OF
ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO ITS
RESPECTIVE ADDRESS SET FORTH IN THIS WARRANT SHALL BE EFFECTIVE SERVICE OF
PROCESS FOR ANY LITIGATION BROUGHT AGAINST IT IN ANY SUCH COURT. EACH OF
THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY
OBJECTION TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF THIS
WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE COURTS OF THE STATE
OF NEW YORK OR THE UNITED STATES OF AMERICA, IN EACH CASE LOCATED IN THE
COUNTY OF NEW YORK, AND HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY
JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS
WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
<PAGE>
          IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by an officer thereunto duly authorized.



Dated:  October __, 1999

                                         BIO-PLEXUS, INC.


                                         By:
                                            ------------------------------
                                            Name:
                                            Title:
<PAGE>
                                 EXHIBIT A

                             SUBSCRIPTION FORM

               [To be executed only upon exercise of Warrant]

                    Net Issue Exercise _____No ______Yes


          The undersigned registered owner of this Warrant irrevocably
exercises this Warrant for the purchase of _____ shares of Common Stock of
Bio-Plexus, Inc. and herewith makes payment therefor, all at the price and
on the terms and conditions specified in this Warrant and requests that
certificates for the shares of Common Stock hereby purchased (and any
securities or other property issuable upon such exercise) be issued in the
name of and delivered to _____________ whose address is ________________
and, if such shares of Common Stock shall not include all of the shares of
Common Stock issuable as provided in this Warrant, that a new Warrant of
like tenor and date for the balance of the shares of Common Stock issuable
hereunder be delivered to the undersigned.

                                      ------------------------------------
                                      (Name of Registered Owner)


                                      ------------------------------------
                                      (Signature of Registered Owner)


                                      ------------------------------------
                                      (Street Address)


                                      ------------------------------------
                                      (City)   (State)         (Zip Code)



NOTICE:   The signature on this subscription must correspond with the name
          as written upon the face of the within Warrant in every
          particular, without alteration or enlargement or any change
          whatsoever.
<PAGE>
                                 EXHIBIT B

                              ASSIGNMENT FORM


          FOR VALUE RECEIVED the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below
all of the rights of the undersigned under this Warrant, with respect to
the number of shares of Common Stock set forth below:

Name and Address of Assignee                  No. of Shares of Common Stock
- ----------------------------                  -----------------------------





and does hereby irrevocably constitute and appoint ________________
attorney-in-fact to register such transfer on the books of BIO-PLEXUS, INC.
maintained for the purpose, with full power of substitution in the
premises.


Dated:                                      Print Name:
      -------------                                    --------------------
                                            Signature:
                                                      ---------------------
                                            Witness:
                                                    -----------------------

NOTICE:   The signature on this assignment must correspond with the name as
          written upon the face of the within Warrant in every particular,
          without alteration or enlargement or any change whatsoever.

                                                            Exhibit 7

                       REGISTRATION RIGHTS AGREEMENT


          REGISTRATION RIGHTS AGREEMENT, dated as of _________, 1999 (this
"Registration Rights Agreement"), by and between BIO-PLEXUS, INC., a
Connecticut corporation (the "Company"), APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I, L.P., TERSK LLC and PALOMINO FUND LTD. (collectively, the
"Holders").

     1. Background. The Company has issued Appaloosa Investment Limited
Partnership I, L.P. a 7.5% Secured Note, dated as of October 21, 1999 (as
amended, supplemented, amended and restated, restructured or otherwise
modified from time to time, the "Note"), whereby, among other things,
Appaloosa Investment Limited Partnership I, L.P. has agreed to loan the
Company $3.0 million. The execution and delivery of this Registration
Rights Agreement is required by Section 6.3 of the Note.

     2. Definitions. Capitalized terms used but not defined herein shall
have the respective meanings given to them in the Note. As used herein,
unless the context otherwise requires, the following terms have the
following respective meanings:

          "Commission" means the Securities and Exchange Commission.

          "Incidental Registration" is defined in Section 3.2.

          "NASDAQ" is defined in Section 3.3(j).

          "Participating Holders" means the holders of Registrable
Securities participating in the particular registration.

          "Registration Expenses" means all expenses incident to the
Company's performance of or compliance with Section 3, including, without
limitation, all registration, filing and applicable fees of the Commission,
stock exchange or NASD registration and filing fees and all listing fees
and fees with respect to the inclusion of securities in NASDAQ (as defined
in Section 3.3(j)), all fees and expenses of complying with state
securities or blue sky laws (including fees and disbursements of counsel to
the underwriters or the Participating Holders in connection with "blue sky"
qualification of the Registrable Securities and determination of their
eligibility for investment under the laws of the various jurisdictions),
all word processing, duplicating and printing expenses, all messenger and
delivery expenses, the fees and disbursements of counsel for the Company
and of its independent public accountants including the expenses of "cold
comfort" letters required by or incident to such registration, all fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, all transfer taxes, and the reasonable fees and expenses of one
counsel to the Participating Holders (selected by the Requisite Percentage
of Participating Holders); provided, however, that Registration Expenses
shall exclude and the Participating Holders shall pay underwriters' fees
and underwriting discounts and commissions in respect of the Registrable
Securities being registered.

          "Registrable Securities" mean the shares of Common Stock issuable
upon exercise of the Warrants. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities (a) when a
registration statement with respect to the sale of such securities shall
have become effective under the Securities Act and such securities shall
have been disposed of in accordance with such registration statement, (b)
when such securities shall have been otherwise transferred, new
certificates for them not bearing a legend restricting further transfer
under the Securities Act shall have been delivered by the Company and
subsequent public distribution of them shall not require registration of
them under the Securities Act, (c) when such securities are sold pursuant
to Rule 144 (or similar rule adopted by the Commission) under the
Securities Act, or (d) when such securities cease to be outstanding.

          "Requested Registration" is defined in Section 3.1(a).

          "Requisite Percentage of Participating Holders" means
Participating Holders of Registrable Securities who hold a majority of the
Registrable Securities that are then being held by all Participating
Holders.

     3.   Registration Under Securities Act, etc.
          ---------------------------------------

          3.1  Requested Registrations.
               -----------------------

               (a) Request for Registration. Subject to the limitations
imposed by Sections 3.1(c), at any time and from time to time, one or more
holders of Registrable Securities shall have the right to require the
Company to file a registration statement under the Securities Act covering
all or any part of their respective Registrable Securities, by delivering a
written request therefor to the Company specifying the number and amount of
Registrable Securities and the intended method of distribution thereof. Any
such request pursuant to this Section 3.1(a) is referred to herein as a
"Requested Registration." The Company shall give prompt written notice of
each Requested Registration to all other holders of record of Registrable
Securities, and thereupon the Company shall use its best efforts to effect
the registration under the Securities Act so as to permit promptly the
sale, in accordance with the intended method of distribution, of the
Registrable Securities which the Company has been so requested to register
in the Requested Registration and all other Registrable Securities which
the Company has been requested to register by the holders thereof by
written request given to the Company within 30 days after the giving of
such written notice by the Company.

               (b) Registration of Other Securities. Whenever the Company
shall effect a registration pursuant to this Section 3.1 in connection with
an underwritten offering by one or more Participating Holders of
Registrable Securities, no securities other than Registrable Securities
shall be included among the securities covered by such registration unless
(i) such inclusion is pursuant to and subject to the terms of the
applicable underwriting agreement or arrangements and (ii) in the opinion
of the underwriter, the inclusion of such securities will not have a
material adverse effect on the offering (including, without limitation, on
the pricing of the offering). If the offering is not an underwritten
offering, there is no limitation on the inclusion of other securities
therein.

               (c) Limitations on Requested Registrations; Expenses. The
rights of holders of Registrable Securities to request Requested
Registrations pursuant to Section 3.1(a) are subject to the following
limitations: (i) the Company shall not be obligated to effect a Requested
Registration having an aggregate anticipated offering price of less than
U.S. $1,000,000 unless such offering shall cover all remaining Registrable
Securities; (ii) the Company shall not be obligated to effect a Requested
Registration within six months after the effective date of any other
registration of securities (other than pursuant to a registration on Form
S-8 or any successor or similar form which is then in effect); and (iii)
the Company will pay all Registration Expenses only in connection with the
first two Requested Registrations of Registrable Securities pursuant to
this Section 3.1 that have become effective under the Securities Act.

               (d) Registration Statement Form. Registrations under this
Section 3.1 shall be on Form S-1, Form S-3 or any successor forms, if
permitted, or such appropriate registration form of the Commission as shall
be selected by the Company and as shall be reasonably acceptable to the
Requisite Percentage of Participating Holders. The Company agrees to
include in any such registration statement all information which, in the
opinion of counsel to the Participating Holders and counsel to the Company,
is required to be included.

               (e) Effective Registration Statement. A registration
requested pursuant to this Section 3.1 shall not be deemed to have been
effected (including for purposes of paragraph (c) of this Section 3.1) (i)
unless a registration statement with respect thereto has become effective
and has been kept continuously effective for a period of at least 180 days
(or such shorter period which shall terminate when all the Registrable
Securities covered by such registration statement have been sold pursuant
thereto), (ii) if, after it has become effective, such registration is
interfered with by any stop order, injunction or other order or requirement
of the Commission or other Governmental Entity or court for any reason not
attributable to the Participating Holders and has not thereafter become
effective, or (iii) if the conditions to closing specified in the
underwriting agreement, if any, entered into in connection with such
registration are not satisfied or waived, other than by reason of a failure
on the part of the Participating Holders.

               (f) Selection of Underwriters. The managing underwriter or
underwriters of each underwritten offering of the Registrable Securities
registered under this Section 3.1 shall be selected by the Requisite
Percentage of Participating Holders (and shall be reasonably acceptable to
the Company).

               (g) Cutbacks in Requested Registration. If the managing
underwriter of any underwritten offering shall advise the Company in
writing (with a copy to each Participating Holder) that, in its opinion,
the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering within a price range
acceptable to the Requisite Percentage of Participating Holders, the
Company will include in such registration, to the extent of the number
which the Company is so advised can be sold in such offering, Registrable
Securities requested to be included in such registration, pro rata among
the Participating Holders requesting such registration in accordance with
the Registrable Securities held by each such Participating Holder so
requested to be registered, and any securities of the Company and other
investors included in such registration pursuant to Section 3.1(b) shall be
reduced proportionately.

               (h) Postponement. The Company shall be entitled once in any
six-month period to postpone for a reasonable period of time (but not
exceeding 90 days) the filing of any registration statement required to be
prepared and filed by it pursuant to this Section 3.1 if the Board of
Directors of the Company determines, in its reasonable judgment, that such
registration and offering would interfere with any financing, corporate
reorganization or other material transaction or development involving the
Company or any subsidiary or would require premature disclosure thereof,
and promptly gives the holders of Registrable Securities requesting
registration thereof pursuant to this Section 3.1 written notice of such
determination, containing a statement of the reasons for such postponement
and an approximation of the anticipated delay. If the Company shall so
postpone the filing of a registration statement, the Participating Holders
representing the Requisite Percentage of Participating Holders shall have
the right to withdraw the request for registration by giving written notice
to the Company within 20 days after receipt of the notice of postponement
and, in the event of such withdrawal, such request shall not be counted
toward the number of Requested Registrations (including for purposes of
paragraph (c) of this Section 3.1).

               (i) Holder's Right to Withdraw. The Requisite Percentage of
Participating Holders shall have the right to withdraw the request for
registration pursuant to Section 3.1 at any time by giving written notice
to the Company of its request to withdraw and such request shall not be
counted toward the number of Requested Registrations (including for
purposes of paragraph (c) of this Section 3.1).

          3.2  Incidental Registration.
               -----------------------

               (a) Incidental Registration. If, at any time, the Company
proposes or is required to register any of its securities under the
Securities Act (other than pursuant to registrations on such form or
similar form(s) solely for registration of securities in connection with an
employee benefit plan or dividend reinvestment plan) (an "Incidental
Registration"), the Company will give prompt written notice to all holders
of record of Registrable Securities of its intention to so register its
securities and of such holders' rights under this Section 3.2. Upon the
written request of any holder of Registrable Securities made within 20 days
following the receipt of any such written notice (which request shall
specify the maximum number of Registrable Securities intended to be
disposed of by such holder and the intended method of distribution
thereof), the Company will use its best efforts to effect the registration
under the Securities Act of all Registrable Securities which the Company
has been so requested to register by the holders thereof together with any
other securities the Company is obligated to register pursuant to
incidental registration rights of other security holders of the Company. No
registration effected under this Section 3.2 shall relieve the Company of
its obligation to effect any Requested Registration under Section 3.1.

               (b) Abandonment or Delay. If, at any time after the Company
has giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine not to
register or to delay registration of such securities, the Company may, at
its election, give written notice of such determination and its reasons
therefor to all holders of record of Registrable Securities and (i) in the
case of a determination not to register, shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration (but not from any obligation of the Company to pay the
Registration Expenses in connection therewith), without prejudice, however,
to the rights of any holder or holders of Registrable Securities entitled
to do so to request that such registration be effected as a registration
under Section 3.1, and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable
Securities for the same period as the delay in registering such other
securities.

               (c) Holder's Right to Withdraw. Each holder of Registrable
Securities shall have the right to withdraw its request for inclusion of
its Registrable Securities in any registration statement pursuant to this
Section 3.2 at any time by giving written notice to the Company of its
request to withdraw.

               (d) Unlimited Number of Registrations; Expenses. There is no
limitation on the number of Incidental Registrations which the Company is
obligated to effect pursuant to this Section 3.2. The Company will pay all
Registration Expenses in connection with any registration of Registrable
Securities requested pursuant to this Section 3.2.

               (e) Underwriters' Cutback in Incidental Registrations. If
the managing underwriter of any underwritten offering shall inform the
Company by letter of its belief that the number of Registrable Securities
requested to be included in such registration would materially adversely
affect such offering, then the Company will include in such registration,
first, the securities proposed by the Company to be sold for its own
account, and, second, the Registrable Securities and all other securities
of the Company to be included in such registration to the extent of the
number and type which the Company is so advised can be sold in (or during
the time of) such offering, pro rata among the Participating Holders and
such other holders requesting such registration in accordance with the
Registrable Securities held by each Participating Holder and each such
other holder so requested to be registered.

          3.3 Registration Procedures. If and whenever the Company is
required to use its best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Sections 3.1
or 3.2 hereof, the Company will as expeditiously as possible:

               (a) prepare and file with the Commission as soon as
          practicable the requisite registration statement to effect such
          registration (and shall include all financial statements required
          by the Commission to be filed therewith) and thereafter use its
          best efforts to cause such registration statement to become
          effective; provided, however, that before filing such
          registration statement (including all exhibits) or any amendment
          or supplement thereto or comparable statements under securities
          or blue sky laws of any jurisdiction, the Company shall furnish
          such documents to the Participating Holders, their counsel, and
          each underwriter, if any, participating in the offering of the
          Registrable Securities and its counsel; and provided, further,
          however, that the Company may discontinue any registration of its
          securities which are not Registrable Securities at any time prior
          to the effective date of the registration statement relating
          thereto;

               (b) notify each Participating Holder of the Commission's
          requests for amending or supplementing the registration statement
          and the prospectus, and prepare and file with the Commission such
          amendments and supplements to such registration statement and the
          prospectus used in connection therewith as may be necessary to
          keep such registration statement effective and to comply with the
          provisions of the Securities Act with respect to the disposition
          of all Registrable Securities covered by such registration
          statement for such period as shall be required for the
          disposition of all of such Registrable Securities, provided, that
          such period need not exceed 180 days;

               (c) furnish, without charge, to each Participating Holder
          such number of conformed copies of such registration statement
          and of each such amendment and supplement thereto (in each case
          including all exhibits), such number of copies of the prospectus
          contained in such registration statement (including each
          preliminary prospectus and any summary prospectus) and any other
          prospectus filed under Rule 424 under the Securities Act, in
          conformity with the requirements of the Securities Act, and such
          other documents, as such Participating Holder may reasonably
          request;

               (d) use its best efforts (i) to register or qualify all
          Registrable Securities and other securities covered by such
          registration statement under such securities or blue sky laws of
          such States of the United States of America where an exemption is
          not available and as the Participating Holders shall reasonably
          request, (ii) to keep such registration or qualification in
          effect for so long as such registration statement remains in
          effect, and (iii) to take any other action which may be
          reasonably necessary or advisable to enable such Participating
          Holders to consummate the disposition in such jurisdictions of
          the securities to be sold by such Participating Holders, except
          that the Company shall not for any such purpose be required to
          qualify generally to do business as a foreign corporation in any
          jurisdiction wherein it would not but for the requirements of
          this subsection (d) be obligated to be so qualified or to consent
          to general service of process in any such jurisdiction;

               (e) use its best efforts to cause all Registrable Securities
          covered by such registration statement to be registered with or
          approved by such other federal or state or foreign governmental
          agencies or authorities as may be necessary in the opinion of
          counsel to the Company and counsel to the Participating Holders
          to consummate the disposition of such Registrable Securities;

               (f) furnish to each Participating Holder and each
          underwriter, if any, participating in the offering of the
          securities covered by such registration statement, a signed
          counterpart of

                    (i) an opinion of outside counsel (or inside counsel if
               satisfactory to each underwriter) for the Company, and

                    (ii) a "comfort" letter signed by the independent
               public accountants who have certified the Company's
               financial statements included or incorporated by reference
               in such registration statement,

          covering substantially the same matters with respect to such
          registration statement (and the prospectus included therein) and,
          in the case of the accountants' comfort letter, with respect to
          events subsequent to the date of such financial statements, as
          are customarily covered in opinions of issuer's counsel and in
          accountants' comfort letters delivered to the underwriters in
          underwritten public offerings of securities (and dated the dates
          such opinions and comfort letters are customarily dated) and, in
          the case of the legal opinion, such other legal matters, and, in
          the case of the accountants' comfort letter, such other financial
          matters, as the Requisite Percentage of Participating Holders, or
          the underwriters, may reasonably request;

               (g) promptly notify each Participating Holder and each
          managing underwriter, if any, participating in the offering of
          the securities covered by such registration statement (i) when
          such registration statement, any pre-effective amendment, the
          prospectus or any prospectus supplement related thereto or
          post-effective amendment to such registration statement has been
          filed, and, with respect to such registration statement or any
          post-effective amendment, when the same has become effective;
          (ii) of any request by the Commission for amendments or
          supplements to such registration statement or the prospectus
          related thereto or for additional information; (iii) of the
          issuance by the Commission of any stop order suspending the
          effectiveness of such registration statement or the initiation of
          any proceedings for that purpose; (iv) of the receipt by the
          Company of any notification with respect to the suspension of the
          qualification of any of the Registrable Securities for sale under
          the securities or blue sky laws of any jurisdiction or the
          initiation of any proceeding for such purpose; (v) at any time
          when a prospectus relating thereto is required to be delivered
          under the Securities Act, upon discovery that, or upon the
          happening of any event as a result of which, the prospectus
          included in such registration statement, as then in effect,
          includes an untrue statement of a material fact or omits to state
          any material fact required to be stated therein or necessary to
          make the statements therein not misleading, in the light of the
          circumstances under which they were made, and in the case of this
          clause (v), at the request of any Participating Holder, promptly
          prepare and furnish to it and each managing underwriter, if any,
          participating in the offering of the Registrable Securities a
          reasonable number of copies of a supplement to or an amendment of
          such prospectus as may be necessary so that, as thereafter
          delivered to the purchasers of such securities, such prospectus
          shall not include an untrue statement of a material fact or omit
          to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading in the
          light of the circumstances under which they were made; and (vi)
          at any time when the representations and warranties of the
          Company contemplated by Section 3.4(a) hereof cease to be true
          and correct;

               (h) otherwise comply with all applicable rules and
          regulations of the Commission, and make available to its security
          holders, as soon as reasonably practicable, an earnings statement
          covering the period of at least twelve months beginning with the
          first full calendar month after the effective date of such
          registration statement, which earnings statement shall satisfy
          the provisions of Section 11(a) of the Securities Act and Rule
          158 promulgated thereunder, and promptly furnish to each such
          Participating Holder a copy of any amendment or supplement to
          such registration statement or prospectus;

               (i) provide and cause to be maintained a transfer agent and
          registrar (which, in each case, may be the Company) for all
          Registrable Securities covered by such registration statement
          from and after a date not later than the effective date of such
          registration;

               (j) use its best efforts to cause all Registrable Securities
          covered by such registration statement to be listed on a national
          securities exchange or to secure designation of all such
          Registrable Securities on the National Association of Securities
          Dealers, Inc. Automated Quotation System ("NASDAQ") "Small Cap
          Market";

               (k) deliver promptly to counsel to the Participating Holders
          and each underwriter, if any, participating in the offering of
          the Registrable Securities, copies of all correspondence between
          the Commission and the Company, its counsel or auditors and all
          memoranda relating to discussions with the Commission or its
          staff with respect to such registration statement;

               (1) make every reasonable effort to obtain the withdrawal of
          any order suspending the effectiveness of the registration
          statement;

               (m) if required, provide a CUSIP number for all Registrable
          Securities, no later than the effective date of the registration
          statement; and

               (n) make available its employees and personnel and otherwise
          provide reasonable assistance to the underwriters (taking into
          account the needs of the Company's businesses) in their marketing
          of Registrable Securities.

The Company may require each Participating Holder as to the Registrable
Securities of whom any registration is being effected to furnish the
Company such information regarding such holder and the distribution of such
securities as the Company may from time to time reasonably request in
writing.

          Each holder of Registrable Securities agrees that upon receipt of
any notice from the Company of the happening of any event of the kind
described in subsection (g) (iii) or (v) of this Section 3.3, the
Participating Holder will forthwith discontinue such holder's disposition
of Registrable Securities pursuant to the registration statement relating
to such Registrable Securities until, in the case of subsection (g)(iii) of
this Section 3.3, such stop order is removed or proceedings therefor
terminated, and, in the case of subsection (g)(v) of this Section 3.3, such
holder's receipt of the copies of the supplemented or amended prospectus
contemplated by subsection (g)(v) of this Section 3.3 and, if so directed
by the Company, will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such holder's possession,
of the prospectus relating to such Registrable Securities current at the
time of receipt of such notice.

          3.4  Underwritten Offerings.
               ----------------------

               (a) Requested Underwritten Offerings. If requested by the
underwriters for any underwritten offering by Participating Holders
pursuant to a registration requested under Section 3.1, the Company will
use its best efforts to enter into an underwriting agreement with such
underwriters for such offering, such agreement to be reasonably
satisfactory in substance and form to the Company, each such holder and the
underwriters and to contain such representations and warranties by the
Company and such other terms as are generally prevailing in agreements of
that type, including, without limitation, indemnities to the effect and to
the extent provided in Section 3.6 hereof. The Participating Holders will
cooperate with the Company in the negotiation of the underwriting agreement
and will give consideration to the reasonable suggestions of the Company
regarding the form thereof. The Participating Holders shall be parties to
such underwriting agreement and may, at their option, require that any or
all of the representations and warranties by, and the other agreements on
the part of, the Company to and for the benefit of such underwriters shall
also be made to and for the benefit of the Participating Holders and that
any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement be conditions precedent to
the obligations of the Participating Holders. No Participating Holder shall
be required to make any representations or warranties to or agreements with
the Company or the underwriters other than representations, warranties or
agreements regarding such holder, such holder's ownership of and title to
the Registrable Securities, such holder's intended method of distribution
and any other representations required by law, and any liability of the
Participating Holder to any underwriter or other person under such
underwriting agreement shall be limited to liability arising from
misstatements in or omissions from its representations and warranties and
shall be limited to an amount equal to the net proceeds that the
Participating Holder derives from such registration.

               (b) Incidental Underwritten Offerings. If the Company
proposes to register any of its securities under the Securities Act as
contemplated by Section 3.2 hereof and such securities are to be
distributed by or through one or more underwriters, the Company will, if
requested by any Participating Holder, use its best efforts to arrange for
such underwriters to include all the Registrable Securities to be offered
and sold by such Participating Holder among the securities of the Company
to be distributed by such underwriters. The Participating Holders shall be
parties to the underwriting agreement between the Company and such
underwriters and may, at their option, require that any or all of the
representations and warranties by, and the other agreements on the part of,
the Company to and for the benefit of such underwriters shall also be made
to and for the benefit of such Participating Holders and that any or all of
the conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of such
Participating Holders. No Participating Holder shall be required to make
any representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding
such holder, such holder's ownership of and title to the Registrable
Securities, such holder's intended method of distribution and any other
representations required by law, and any liability of the Participating
Holder to any underwriter or other person under such underwriting agreement
shall be limited to liability arising from misstatements in or omissions
from its representations and warranties and shall be limited to an amount
equal to the net proceeds that the Participating Holder derives from such
registration.

          3.5 Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement under the Securities
Act pursuant to this Agreement, the Company will give the Participating
Holders, their underwriters, if any, and their respective counsel and
accountants the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the
Commission, and, to the extent practicable, each amendment thereof or
supplement thereto, and give each of them such access to its books and
records and such opportunities to discuss the business of the Company with
its officers and employees and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of
such holders' and such underwriters' respective counsel, to conduct a
reasonable investigation within the meaning of the Securities Act.

          3.6  Indemnification.
               ---------------

               (a) Indemnification by the Company. In the event of any
registration of any securities of the Company under the Securities Act, the
Company will, and hereby does, indemnify and hold harmless, to the fullest
extent permitting by law, each Participating Holder, its directors,
officers, partners, attorneys, agents and affiliates or general and limited
partners (and the directors, officers, employees, stockholders and
affiliates thereof), and each other Person who participates as an
underwriter in the offering or sale of such securities and each other
Person, if any, who controls such Participating Holder or any such
underwriter within the meaning of the Securities Act, against any losses,
claims, damages, or liabilities, joint or several (or actions or
proceedings, whether commenced or threatened) to which such Participating
Holder or any such director, officer, partner, agent or affiliate or
underwriter or controlling person may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities,
joint or several (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such securities were registered under
the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto,
together with the documents incorporated by reference therein, or any
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein in light of
the circumstances in which they were made not misleading, and the Company
will reimburse such Participating Holder and each such director, officer,
partner, agent or affiliate, or general or limited partner, underwriter and
controlling Person for any legal or any other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by or on
behalf of such Participating Holder or underwriter, as the case may be,
specifically stating that it is for use in the preparation thereof; and
provided, further, that the Company shall not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable
Securities or any other Person, if any, who controls such underwriter
within the meaning of the Securities Act, in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of such Person's failure to send or
give a copy of the final prospectus, as the same may be then supplemented
or amended, to the Person asserting an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus. Such
indemnity shall remain in full force regardless of any investigation made
by or on behalf of such Participating Holder or any such director, officer,
partner, attorney, agent or affiliate or controlling Person and shall
survive the transfer of such securities by such Participating Holder.

               (b) Indemnification by the Participating Holders. As a
condition to including any Registrable Securities in any registration
statement, the Company shall have received an undertaking reasonably
satisfactory to it from the Participating Holders to indemnify and hold
harmless (in the same manner and to the same extent as set forth in
subsection (a) of this Section 3.6) the Company, each director and officer
of the Company, and each other Person, if any, who controls the Company
within the meaning of the Securities Act, with respect to any statement or
alleged statement in or omission or alleged omission from such registration
statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, but
only if such statement or alleged statement or omission or alleged omission
was made in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such
Participating Holder specifically stating that it is for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement; provided, however,
that the liability of such indemnifying party under this Section 3.6(b)
shall be limited to the amount of net proceeds received by such
indemnifying party in the offering giving rise to such liability. Such
indemnity shall remain in full force and effect, regardless of any
investigation made by or on behalf of the Company or any such director,
officer or controlling person and shall survive the transfer of such
securities by the Participating Holder.

               (c) Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subsections of this Section
3.6, such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party, give written notice to the latter of
the commencement of such action or proceeding; provided, however, that the
failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations under the preceding
subsections of this Section 3.6, except to the extent that the indemnifying
party is materially prejudiced by such failure to give notice, and shall
not relieve the indemnifying party from any liability which it may have to
the indemnified party otherwise than under this Section 3.6. In case any
such action or proceeding is brought against an indemnified party, the
indemnifying party shall be entitled to participate therein and, unless in
the opinion of outside counsel to the indemnified party a conflict of
interest between such indemnified and indemnifying parties may exist in
respect of such claim, to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that it may wish,
with counsel reasonably satisfactory to such indemnified party; provided,
however, that if the defendants in any such action or proceeding include
both the indemnified party and the indemnifying party and if in the opinion
of outside counsel to the indemnified party there may be legal defenses
available to such indemnified party and/or other indemnified parties which
are different from or in addition to those available to the indemnifying
party, the indemnified party or parties shall have the right to select
separate counsel to defend such action or proceeding on behalf of such
indemnified party or parties, provided, further, that the indemnifying
party shall be obligated to pay for only one counsel for all indemnified
parties. After notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof and approval by the
indemnified party of such counsel, the indemnifying party shall not be
liable to such indemnified party for any legal expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation (unless the first proviso in the
preceding sentence shall be applicable). No indemnifying party shall be
liable for any settlement of any action or proceeding effected without its
written consent. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.

               (d) Contribution. If the indemnification provided for in
this Section 3.6 shall for any reason be held by a court to be unavailable
to an indemnified party under subsection (a) or (b) hereof in respect of
any loss, claim, damage or liability, or any action in respect thereof,
then, in lieu of the amount paid or payable under subsection (a) or (b)
hereof, the indemnified party and the indemnifying party under subsection
(a) or (b) hereof shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in
connection with investigating the same), (i) in such proportion as is
appropriate to reflect the relative fault of the Company and the
Participating Holders which resulted in such loss, claim, damage or
liability, or action in respect thereof, with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or
action in respect thereof, as well as any other relevant equitable
considerations or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as shall be appropriate
to reflect not only the relative fault but also the relative benefits
received by the Company and the Participating Holders from the offering of
the securities covered by such registration statement as well as any other
relevant equitable considerations. The parties hereto agree that it would
not be just and equitable if contributions pursuant to this Section 3.6(d)
were to be determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations
referred to above. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Participating Holders' obligations to contribute as
provided in this subsection (d) are several and not joint in proportion to
the relative value of their respective Registrable Securities covered by
such registration statement. In addition, no Person shall be obligated to
contribute hereunder any amounts in payment for any settlement of any
action or claim effected without such Person's consent, which consent shall
not be unreasonably withheld. Notwithstanding anything in this subsection
(d) to the contrary, no indemnifying party (other than the Company) shall
be required to contribute any amount in excess of the net proceeds received
by such party from the sale of the Registrable Securities in the offering
to which the losses, claims, damages or liabilities of the indemnified
parties relate.

               (e) Other Indemnification. Indemnification and contribution
similar to that specified in the preceding subsections of this Section 3.6
(with appropriate modifications) shall be given by the Company and each
Participating Holder with respect to any required registration or other
qualification of securities under any federal or state law or regulation of
any governmental authority other than the Securities Act. The
indemnification agreements contained in this Section 3.6 shall be in
addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract and shall remain
operative and in full force and effect regardless of any investigation made
by or on behalf of any indemnified party and shall survive the transfer of
any of the Registrable Securities by any of the Participating Holders.

               (f) Indemnification Payments. The indemnification and
contribution required by this Section 3.6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or expense, loss, damage or
liability is incurred.

          3.7 Certain Rights of the Holder If Named in a Registration
Statement. If any statement contained in a registration statement under the
Securities Act or in any filing under the state securities laws of any
jurisdiction refers to any Participating Holder by name or otherwise as the
holder of any securities of the Company, then such Participating Holder
shall have the right to require (i) the insertion therein of language, in
form and substance satisfactory to such Participating Holder, to the effect
that the holding by such Participating Holder of such securities does not
necessarily make such Participating Holder a "controlling person" of the
Company within the meaning of the Securities Act and is not to be construed
as a recommendation by such Participating Holder of the investment quality
of the Company's debt or equity securities covered thereby and that such
holding does not imply that such Participating Holder will assist in
meeting any future financial requirements of the Company or (ii) in the
event that such reference to such Participating Holder by name or otherwise
is not, in the reasonable judgment of such Participating Holder as advised
by its counsel, required by the Securities Act or any of the rules and
regulations promulgated thereunder, or any state securities laws of any
jurisdiction, the deletion of the reference to such Participating Holder.

          3.8 Unlegended Warrant Shares. In connection with the offering of
any Registrable Securities registered pursuant to this Article 3, the
Company shall (i) facilitate the timely preparation and delivery to
Participating Holders and the underwriters, if any, participating in such
offering, of unlegended Warrant Shares representing ownership of such
Registrable Securities being sold in such denominations and registered in
such names as requested by such Participating Holders or such underwriters
and (ii) instruct any transfer agent and registrar of such Registrable
Securities to release any stop transfer orders with respect to any such
Registrable Securities.

          3.9 Limitation on Sale or Distribution of Other Securities. The
Company hereby agrees that, if it shall previously have received a request
for registration pursuant to Section 3.1 or 3.2 hereof, and if such
previous registration shall not have been withdrawn or abandoned, (i) the
Company shall not effect any public or private offer, sale or other
distribution of its securities or effect any registration of any of its
equity securities under the Securities Act (subject to the provisions of
Section 3.2 hereof) (other than a registration on Form S-8 or any successor
or similar form which is then in effect), whether or not for sale for its
own account, until a period of 180 days (or such shorter period as the
Requisite Majority of Participating Holders shall agree) shall have elapsed
after the effective date of such previous registration (and the Company
shall so provide in any registration rights agreements hereafter entered
into with respect to any of its securities); and (ii) the Company shall use
its best efforts to cause each holder of its equity securities purchased
from the Company at any time after the date of this Agreement other than in
a public offering to agree not to effect any public sale or distribution of
any such securities during such period, including a sale pursuant to Rule
144 under the Securities Act.

          3.10 No Required Sale. Nothing in this Agreement shall be deemed
to create an independent obligation on the part of any Participating Holder
to sell any Registrable Securities pursuant to any effective registration
statement.

     4. Rule 144. The Company shall take all actions reasonably necessary
to enable holders of Registrable Securities to sell such securities without
registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144, or (b) any similar rule or regulation
hereafter adopted by the Commission including, without limiting the
generality of the foregoing, filing on a timely basis all reports required
to be filed by the Exchange Act. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.

     5. Amendments and Waivers. This Agreement may be amended with the
consent of (i) the Company and (ii) the holders of at least 51% in
aggregate principal amount of the Registrable Securities. The Company may
take any action herein prohibited, or omit to perform any act herein
required to be performed by it, in each case only if the Company shall have
obtained the written consent to such action or omission to act, of holders
of at least 51% in aggregate principal amount of the outstanding
Registrable Securities. Each holder of any Registrable Securities at the
time or thereafter outstanding shall be bound by any consent authorized by
this Section 5, whether or not such Registrable Securities shall have been
marked to indicate such consent.

     6. Nominees for Beneficial Owners. In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election in writing delivered to the
Company (accompanied by a written acknowledgment of, and consent to, such
election by such nominee), be treated as the holder of such Registrable
Securities for purposes of any request or other action by any holder or
holders of Registrable Securities pursuant to this Agreement or any
determination of any number or percentage of shares of Registrable
Securities held by any holder or holders of Registrable Securities
contemplated by this Agreement. If the beneficial owner of any Registrable
Securities so elects to be treated as the holder of such Registrable
Securities, the Company may require assurances reasonably satisfactory to
it of such owner's beneficial ownership of such Registrable Securities.

     7. Notices. All communications provided for hereunder shall be
personally delivered or sent by telecopier (and confirmed by telephone) or
by a reputable overnight courier, and shall be addressed as follows:

          (a) if to any of the Holders, addressed to it at such address as
it shall have furnished to the Company in writing;

          (b) if to any other holder of Registrable Securities, at the
address that such holder shall have furnished to the Company in writing,
or, until any such other holder so furnishes to the Company an address,
then to and at the address of the last holder of such Registrable
Securities who has furnished an address to the Company; or

          (c) if to the Company, addressed to it in the manner set forth in
the Note, or at such other address as the Company shall have furnished to
each holder of Registrable Securities at the time outstanding.

     8. Assignment. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns. This Agreement may not be assigned by the
Company. This Agreement and/or the registration and other rights contained
herein (including these assignment rights) may be assigned by the Holders
to any one or more transferees or distributees of all or part of such
Holders' Registrable Securities. A holder of Registrable Securities shall
be permitted, in connection with a transfer or disposition of Registrable
Securities, to impose conditions or constraints on the ability of the
transferee, as a holder of Registrable Securities, to request a
registration pursuant to Section 3.1 and shall provide the Company with
copies of such conditions or constraints and the identity of such
transferees.

     9. Remedies. Each holder of Registrable Securities, in addition to
being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, will be entitled to specific performance of
its rights under this Agreement. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive
the defense in any action for specific performance that a remedy at law
would be adequate. In any action or proceeding brought to enforce any
provision of this Agreement (including the indemnification provisions
thereof), the successful party shall be entitled to recover reasonable
attorneys' fees in addition to its costs and expenses and any other
available remedy.

     10. No Inconsistent Agreements. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. Except as set forth on Schedule 10(a) hereto, the
Company has not previously entered into any agreement with respect to its
securities granting any registration rights to any Person other than the
registration rights granted pursuant to this Agreement. Except as set forth
on Schedule 10(b) hereto, the rights granted to the holders of Registrable
Securities hereunder do not in any way conflict with and are not
inconsistent with any other agreements to which the Company is a party or
by which it is bound. The Company further agrees that if any other
registration rights agreement entered into after the date of this Agreement
with respect to any of its securities contains terms which are more
favorable to, or less restrictive on, the other party thereto than the
terms and conditions contained in this Agreement are (insofar as they are
applicable) to the Holders, then the terms and conditions of this Agreement
shall immediately be deemed to have been amended without further action by
the Company or any of the holders of Registrable Securities so that such
holders shall be entitled to the benefit of any such more favorable or less
restrictive terms or conditions.

     11. Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only
and shall not limit or otherwise affect the meaning hereof.

     12. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of New
York, without regard to the conflicts of laws principles thereof. Each of
the parties hereto hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the courts of the State of New York
and the United States of America located in New York, New York for any
action or proceeding arising out of or relating to this Agreement and the
transactions contemplated hereby (and agrees not to commence any action or
proceeding relating thereto except in such courts). Each of the parties
hereto hereby irrevocably and unconditionally waives any objection to the
laying of venue of any action or proceeding arising out of this Agreement
or the transactions contemplated hereby in the courts of the State of New
York or the United States of America located in New York, New York, and
hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such action or proceeding brought
in any such court has been brought in an inconvenient forum. The Company
hereby waives any right it may have to a trial by jury in respect of any
action, proceeding or litigation directly or indirectly arising out of,
under or in connection with, this Agreement.

     13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
<PAGE>
     IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.

                               BIO-PLEXUS, INC.

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

                               APPALOOSA INVESTMENT LIMITED
                                   PARTNERSHIP I, L.P.

                               By:  Appaloosa Management, L.P., its
                                      General Partner
                               By:  Appaloosa Partners Inc., its General
                                      Partner

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

                               TERSK LLC


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

                               PALOMINO FUND LTD.


                                  By:  Appaloosa Management, L.P.,
                                       its Investment Advisor
                                       By:   Appaloosa Partners Inc.,
                                       its General Partner

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

                                                                    Exhibit 8
                               Form of Rollover Registration Rights Agreement




                       REGISTRATION RIGHTS AGREEMENT


          REGISTRATION RIGHTS AGREEMENT, dated as of _________________,
(this "Registration Rights Agreement"), by and among BIO-PLEXUS, INC., a
Connecticut corporation (the "Company"), [APPALOOSA INVESTMENT LIMITED
PARTNERSHIP I, L.P., PALOMINO FUND LTD. and TERSK, LLC] (collectively, the
"Purchasers").

     1.   Background. The Company and the Purchasers have entered into a
Convertible Note Purchase Agreement, dated as of __________________, (as
amended, supplemented, amended and restated, restructured or otherwise
modified from time to time, the "Convertible Note Purchase Agreement")
whereby the Purchasers purchased from the Company (i) Zero Coupon Secured
Convertible Notes due _____________ issued by the Company in the aggregate
principal amount of $16,750,000 (the "Notes") and (ii) an aggregate of
250,000 shares (the "Shares") of Common Stock, no par value, of the Company
(the "Common Stock"). The execution and delivery of this Registration
Rights Agreement is required by Section [1.4vii] of the Convertible Note
Purchase Agreement.

     2.   Definitions. Capitalized terms used but not defined herein shall
have the respective meanings given to them in the Convertible Note Purchase
Agreement. As used herein, unless the context otherwise requires, the
following terms have the following respective meanings:

          "Commission" means the Securities and Exchange Commission.

          "Incidental Registration" is defined in Section 3.2.

          "NASDAQ" is defined in Section 3.3(j).

          "Participating Holders" means the holders of Registrable
Securities participating in the particular registration.

          "Registration Expenses" means all expenses incident to the
Company's performance of or compliance with Section 3, including, without
limitation, all registration, filing and applicable fees of the Commission,
stock exchange or NASD registration and filing fees and all listing fees
and fees with respect to the inclusion of securities in NASDAQ (as defined
in Section 3.3(j)), all fees and expenses of complying with state
securities or blue sky laws (including fees and disbursements of counsel to
the underwriters or the Participating Holders in connection with "blue sky"
qualification of the Registrable Securities and determination of their
eligibility for investment under the laws of the various jurisdictions),
all word processing, duplicating and printing expenses, all messenger and
delivery expenses, the fees and disbursements of counsel for the Company
and of its independent public accountants including the expenses of "cold
comfort" letters required by or incident to such registration, all fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, all transfer taxes, and the reasonable fees and expenses of one
counsel to the Participating Holders (selected by the Requisite Percentage
of Participating Holders); provided, however, that Registration Expenses
shall exclude and the Participating Holders shall pay underwriters' fees
and underwriting discounts and commissions in respect of the Registrable
Securities being registered.

          "Registrable Securities" mean (i) the Notes, (ii) the Shares,
(iii) the shares of Common Stock issuable upon exercise of the Warrants and
(iv) any other additional shares of Common Stock the Purchasers may
otherwise acquire. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities (a) when a registration
statement with respect to the sale of such securities shall have become
effective under the Securities Act and such securities shall have been
disposed of in accordance with such registration statement, (b) when such
securities shall have been otherwise transferred, new certificates for them
not bearing a legend restricting further transfer under the Securities Act
shall have been delivered by the Company and subsequent public distribution
of them shall not require registration of them under the Securities Act,
(c) when such securities are sold pursuant to Rule 144 (or similar rule
adopted by the Commission) under the Securities Act, or (d) when such
securities cease to be outstanding.

          "Requested Registration" is defined in Section 3.1(a).

          "Requisite Percentage of Participating Holders" means
Participating Holders of Registrable Securities who hold a majority of the
Registrable Securities that are then being held by all Participating
Holders.

          "Warrants" means the $3 Warrants, the $5 Warrants and the $7
Warrants.

     3.   Registration Under Securities Act, etc.
          ---------------------------------------

          3.1  Requested Registrations.
               -----------------------

               (a) Request for Registration. Subject to the limitations
imposed by Sections 3.1(c), at any time and from time to time, one or more
holders of Registrable Securities shall have the right to require the
Company to file a registration statement under the Securities Act covering
all or any part of their respective Registrable Securities, by delivering a
written request therefor to the Company specifying the number and amount of
Registrable Securities and the intended method of distribution thereof. Any
such request pursuant to this Section 3.1(a) is referred to herein as a
"Requested Registration." The Company shall give prompt written notice of
each Requested Registration to all other holders of record of Registrable
Securities, and thereupon the Company shall use its best efforts to effect
the registration under the Securities Act so as to permit promptly the
sale, in accordance with the intended method of distribution, of the
Registrable Securities which the Company has been so requested to register
in the Requested Registration and all other Registrable Securities which
the Company has been requested to register by the holders thereof by
written request given to the Company within 30 days after the giving of
such written notice by the Company.

               (b) Registration of Other Securities. Whenever the Company
shall effect a registration pursuant to this Section 3.1 in connection with
an underwritten offering by one or more Participating Holders of
Registrable Securities, no securities other than Registrable Securities
shall be included among the securities covered by such registration unless
(i) such inclusion is pursuant to and subject to the terms of the
applicable underwriting agreement or arrangements and (ii) in the opinion
of the underwriter, the inclusion of such securities will not have a
material adverse effect on the offering (including, without limitation, on
the pricing of the offering). If the offering is not an underwritten
offering, there is no limitation on the inclusion of other securities
therein.

               (c) Limitations on Requested Registrations; Expenses. The
rights of holders of Registrable Securities to request Requested
Registrations pursuant to Section 3.1(a) are subject to the following
limitations: (i) the Company shall not be obligated to effect a Requested
Registration having an aggregate anticipated offering price of less than
U.S. $1,000,000 unless such offering shall cover all remaining Registrable
Securities; (ii) the Company shall not be obligated to effect a Requested
Registration within six months after the effective date of any other
registration of securities (other than pursuant to a registration on Form
S-8 or any successor or similar form which is then in effect); and (iii)
the Company will pay all Registration Expenses only in connection with the
first three Requested Registrations of Registrable Securities pursuant to
this Section 3.1 that have become effective under the Securities Act.

               (d) Registration Statement Form. Registrations under this
Section 3.1 shall be on Form S-1, Form S-3 or any successor forms, if
permitted, or such appropriate registration form of the Commission as shall
be selected by the Company and as shall be reasonably acceptable to the
Requisite Percentage of Participating Holders. The Company agrees to
include in any such registration statement all information which, in the
opinion of counsel to the Participating Holders and counsel to the Company,
is required to be included.

               (e) Effective Registration Statement. A registration
requested pursuant to this Section 3.1 shall not be deemed to have been
effected (including for purposes of paragraph (c) of this Section 3.1) (i)
unless a registration statement with respect thereto has become effective
and has been kept continuously effective for a period of at least 180 days
(or such shorter period which shall terminate when all the Registrable
Securities covered by such registration statement have been sold pursuant
thereto), (ii) if, after it has become effective, such registration is
interfered with by any stop order, injunction or other order or requirement
of the Commission or other Governmental Entity or court for any reason not
attributable to the Participating Holders and has not thereafter become
effective, or (iii) if the conditions to closing specified in the
underwriting agreement, if any, entered into in connection with such
registration are not satisfied or waived, other than by reason of a failure
on the part of the Participating Holders.

               (f) Selection of Underwriters. The managing underwriter or
underwriters of each underwritten offering of the Registrable Securities
registered under this Section 3.1 shall be selected by the Requisite
Percentage of Participating Holders (and shall be reasonably acceptable to
the Company).

               (g) Cutbacks in Requested Registration. If the managing
underwriter of any underwritten offering shall advise the Company in
writing (with a copy to each Participating Holder) that, in its opinion,
the number of securities requested to be included in such registration
exceeds the number which can be sold in such offering within a price range
acceptable to the Requisite Percentage of Participating Holders, the
Company will include in such registration, to the extent of the number
which the Company is so advised can be sold in such offering, Registrable
Securities requested to be included in such registration, pro rata among
the Participating Holders requesting such registration in accordance with
the Registrable Securities held by each such Participating Holder so
requested to be registered, and any securities of the Company and other
investors included in such registration pursuant to Section 3.1(b) shall be
reduced proportionately.

               (h) Postponement. The Company shall be entitled once in any
six-month period to postpone for a reasonable period of time (but not
exceeding 90 days) the filing of any registration statement required to be
prepared and filed by it pursuant to this Section 3.1 if the Board of
Directors of the Company determines, in its reasonable judgment, that such
registration and offering would interfere with any financing, corporate
reorganization or other material transaction or development involving the
Company or any subsidiary or would require premature disclosure thereof,
and promptly gives the holders of Registrable Securities requesting
registration thereof pursuant to this Section 3.1 written notice of such
determination, containing a statement of the reasons for such postponement
and an approximation of the anticipated delay. If the Company shall so
postpone the filing of a registration statement, the Participating Holders
representing the Requisite Percentage of Participating Holders shall have
the right to withdraw the request for registration by giving written notice
to the Company within 20 days after receipt of the notice of postponement
and, in the event of such withdrawal, such request shall not be counted
toward the number of Requested Registrations (including for purposes of
paragraph (c) of this Section 3.1).

               (i) Holder's Right to Withdraw. The Requisite Percentage of
Participating Holders shall have the right to withdraw the request for
registration pursuant to Section 3.1 at any time by giving written notice
to the Company of its request to withdraw and such request shall not be
counted toward the number of Requested Registrations (including for
purposes of paragraph (c) of this Section 3.1).

          3.2  Incidental Registration.
               -----------------------

               (a) Incidental Registration. If, at any time, the Company
proposes or is required to register any of its securities under the
Securities Act (other than pursuant to registrations on such form or
similar form(s) solely for registration of securities in connection with an
employee benefit plan or dividend reinvestment plan) (an "Incidental
Registration"), the Company will give prompt written notice to all holders
of record of Registrable Securities of its intention to so register its
securities and of such holders' rights under this Section 3.2. Upon the
written request of any holder of Registrable Securities made within 20 days
following the receipt of any such written notice (which request shall
specify the maximum number of Registrable Securities intended to be
disposed of by such holder and the intended method of distribution
thereof), the Company will use its best efforts to effect the registration
under the Securities Act of all Registrable Securities which the Company
has been so requested to register by the holders thereof together with any
other securities the Company is obligated to register pursuant to
incidental registration rights of other security holders of the Company. No
registration effected under this Section 3.2 shall relieve the Company of
its obligation to effect any Requested Registration under Section 3.1.

               (b) Abandonment or Delay. If, at any time after the Company
has giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine not to
register or to delay registration of such securities, the Company may, at
its election, give written notice of such determination and its reasons
therefor to all holders of record of Registrable Securities and (i) in the
case of a determination not to register, shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration (but not from any obligation of the Company to pay the
Registration Expenses in connection therewith), without prejudice, however,
to the rights of any holder or holders of Registrable Securities entitled
to do so to request that such registration be effected as a registration
under Section 3.1, and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable
Securities for the same period as the delay in registering such other
securities.

               (c) Holder's Right to Withdraw. Each holder of Registrable
Securities shall have the right to withdraw its request for inclusion of
its Registrable Securities in any registration statement pursuant to this
Section 3.2 at any time by giving written notice to the Company of its
request to withdraw.

               (d) Unlimited Number of Registrations; Expenses. There is no
limitation on the number of Incidental Registrations which the Company is
obligated to effect pursuant to this Section 3.2. The Company will pay all
Registration Expenses in connection with any registration of Registrable
Securities requested pursuant to this Section 3.2.

               (e) Underwriters' Cutback in Incidental Registrations. If
the managing underwriter of any underwritten offering shall inform the
Company by letter of its belief that the number of Registrable Securities
requested to be included in such registration would materially adversely
affect such offering, then the Company will include in such registration,
first, the securities proposed by the Company to be sold for its own
account, and, second, the Registrable Securities and all other securities
of the Company to be included in such registration to the extent of the
number and type which the Company is so advised can be sold in (or during
the time of) such offering, pro rata among the Participating Holders and
such other holders requesting such registration in accordance with the
Registrable Securities held by each Participating Holder and each such
other holder so requested to be registered.

          3.3 Registration Procedures. If and whenever the Company is
required to use its best efforts to effect the registration of any
Registrable Securities under the Securities Act as provided in Sections 3.1
or 3.2 hereof, the Company will as expeditiously as possible:

               (a) prepare and file with the Commission as soon as
          practicable the requisite registration statement to effect such
          registration (and shall include all financial statements required
          by the Commission to be filed therewith) and thereafter use its
          best efforts to cause such registration statement to become
          effective; provided, however, that before filing such
          registration statement (including all exhibits) or any amendment
          or supplement thereto or comparable statements under securities
          or blue sky laws of any jurisdiction, the Company shall furnish
          such documents to the Participating Holders, their counsel, and
          each underwriter, if any, participating in the offering of the
          Registrable Securities and its counsel; and provided, further,
          however, that the Company may discontinue any registration of its
          securities which are not Registrable Securities at any time prior
          to the effective date of the registration statement relating
          thereto;

               (b) notify each Participating Holder of the Commission's
          requests for amending or supplementing the registration statement
          and the prospectus, and prepare and file with the Commission such
          amendments and supplements to such registration statement and the
          prospectus used in connection therewith as may be necessary to
          keep such registration statement effective and to comply with the
          provisions of the Securities Act with respect to the disposition
          of all Registrable Securities covered by such registration
          statement for such period as shall be required for the
          disposition of all of such Registrable Securities, provided, that
          such period need not exceed 180 days;

               (c) furnish, without charge, to each Participating Holder
          such number of conformed copies of such registration statement
          and of each such amendment and supplement thereto (in each case
          including all exhibits), such number of copies of the prospectus
          contained in such registration statement (including each
          preliminary prospectus and any summary prospectus) and any other
          prospectus filed under Rule 424 under the Securities Act, in
          conformity with the requirements of the Securities Act, and such
          other documents, as such Participating Holder may reasonably
          request;

               (d) use its best efforts (i) to register or qualify all
          Registrable Securities and other securities covered by such
          registration statement under such securities or blue sky laws of
          such States of the United States of America where an exemption is
          not available and as the Participating Holders shall reasonably
          request, (ii) to keep such registration or qualification in
          effect for so long as such registration statement remains in
          effect, and (iii) to take any other action which may be
          reasonably necessary or advisable to enable such Participating
          Holders to consummate the disposition in such jurisdictions of
          the securities to be sold by such Participating Holders, except
          that the Company shall not for any such purpose be required to
          qualify generally to do business as a foreign corporation in any
          jurisdiction wherein it would not but for the requirements of
          this subsection (d) be obligated to be so qualified or to consent
          to general service of process in any such jurisdiction;

               (e) use its best efforts to cause all Registrable Securities
          covered by such registration statement to be registered with or
          approved by such other federal or state or foreign governmental
          agencies or authorities as may be necessary in the opinion of
          counsel to the Company and counsel to the Participating Holders
          to consummate the disposition of such Registrable Securities;

               (f) furnish to each Participating Holder and each
          underwriter, if any, participating in the offering of the
          securities covered by such registration statement, a signed
          counterpart of

                    (i) an opinion of outside counsel (or inside counsel if
               satisfactory to each underwriter) for the Company, and

                    (ii) a "comfort" letter signed by the independent
               public accountants who have certified the Company's
               financial statements included or incorporated by reference
               in such registration statement,

          covering substantially the same matters with respect to such
          registration statement (and the prospectus included therein) and,
          in the case of the accountants' comfort letter, with respect to
          events subsequent to the date of such financial statements, as
          are customarily covered in opinions of issuer's counsel and in
          accountants' comfort letters delivered to the underwriters in
          underwritten public offerings of securities (and dated the dates
          such opinions and comfort letters are customarily dated) and, in
          the case of the legal opinion, such other legal matters, and, in
          the case of the accountants' comfort letter, such other financial
          matters, as the Requisite Percentage of Participating Holders, or
          the underwriters, may reasonably request;

               (g) promptly notify each Participating Holder and each
          managing underwriter, if any, participating in the offering of
          the securities covered by such registration statement (i) when
          such registration statement, any pre-effective amendment, the
          prospectus or any prospectus supplement related thereto or
          post-effective amendment to such registration statement has been
          filed, and, with respect to such registration statement or any
          post-effective amendment, when the same has become effective;
          (ii) of any request by the Commission for amendments or
          supplements to such registration statement or the prospectus
          related thereto or for additional information; (iii) of the
          issuance by the Commission of any stop order suspending the
          effectiveness of such registration statement or the initiation of
          any proceedings for that purpose; (iv) of the receipt by the
          Company of any notification with respect to the suspension of the
          qualification of any of the Registrable Securities for sale under
          the securities or blue sky laws of any jurisdiction or the
          initiation of any proceeding for such purpose; (v) at any time
          when a prospectus relating thereto is required to be delivered
          under the Securities Act, upon discovery that, or upon the
          happening of any event as a result of which, the prospectus
          included in such registration statement, as then in effect,
          includes an untrue statement of a material fact or omits to state
          any material fact required to be stated therein or necessary to
          make the statements therein not misleading, in the light of the
          circumstances under which they were made, and in the case of this
          clause (v), at the request of any Participating Holder, promptly
          prepare and furnish to it and each managing underwriter, if any,
          participating in the offering of the Registrable Securities a
          reasonable number of copies of a supplement to or an amendment of
          such prospectus as may be necessary so that, as thereafter
          delivered to the purchasers of such securities, such prospectus
          shall not include an untrue statement of a material fact or omit
          to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading in the
          light of the circumstances under which they were made; and (vi)
          at any time when the representations and warranties of the
          Company contemplated by Section 3.4(a) hereof cease to be true
          and correct;

               (h) otherwise comply with all applicable rules and
          regulations of the Commission, and make available to its security
          holders, as soon as reasonably practicable, an earnings statement
          covering the period of at least twelve months beginning with the
          first full calendar month after the effective date of such
          registration statement, which earnings statement shall satisfy
          the provisions of Section 11(a) of the Securities Act and Rule
          158 promulgated thereunder, and promptly furnish to each such
          Participating Holder a copy of any amendment or supplement to
          such registration statement or prospectus;

               (i) provide and cause to be maintained a transfer agent and
          registrar (which, in each case, may be the Company) for all
          Registrable Securities covered by such registration statement
          from and after a date not later than the effective date of such
          registration;

               (j) use its best efforts to cause all Registrable Securities
          covered by such registration statement to be listed on a national
          securities exchange or to secure designation of all such
          Registrable Securities on the National Association of Securities
          Dealers, Inc. Automated Quotation System ("NASDAQ") "Small Cap
          Market";

               (k) deliver promptly to counsel to the Participating Holders
          and each underwriter, if any, participating in the offering of
          the Registrable Securities, copies of all correspondence between
          the Commission and the Company, its counsel or auditors and all
          memoranda relating to discussions with the Commission or its
          staff with respect to such registration statement;

               (1) make every reasonable effort to obtain the withdrawal of
          any order suspending the effectiveness of the registration
          statement;

               (m) if required, provide a CUSIP number for all Registrable
          Securities, no later than the effective date of the registration
          statement; and

               (n) make available its employees and personnel and otherwise
          provide reasonable assistance to the underwriters (taking into
          account the needs of the Company's businesses) in their marketing
          of Registrable Securities.

The Company may require each Participating Holder as to the Registrable
Securities of whom any registration is being effected to furnish the
Company such information regarding such holder and the distribution of such
securities as the Company may from time to time reasonably request in
writing.

          Each holder of Registrable Securities agrees that upon receipt of
any notice from the Company of the happening of any event of the kind
described in subsection (g) (iii) or (v) of this Section 3.3, the
Participating Holder will forthwith discontinue such holder's disposition
of Registrable Securities pursuant to the registration statement relating
to such Registrable Securities until, in the case of subsection (g)(iii) of
this Section 3.3, such stop order is removed or proceedings therefor
terminated, and, in the case of subsection (g)(v) of this Section 3.3, such
holder's receipt of the copies of the supplemented or amended prospectus
contemplated by subsection (g)(v) of this Section 3.3 and, if so directed
by the Company, will deliver to the Company (at the Company's expense) all
copies, other than permanent file copies, then in such holder's possession,
of the prospectus relating to such Registrable Securities current at the
time of receipt of such notice.

          3.4  Underwritten Offerings.
               ----------------------

               (a) Requested Underwritten Offerings. If requested by the
underwriters for any underwritten offering by Participating Holders
pursuant to a registration requested under Section 3.1, the Company will
use its best efforts to enter into an underwriting agreement with such
underwriters for such offering, such agreement to be reasonably
satisfactory in substance and form to the Company, each such holder and the
underwriters and to contain such representations and warranties by the
Company and such other terms as are generally prevailing in agreements of
that type, including, without limitation, indemnities to the effect and to
the extent provided in Section 3.6 hereof. The Participating Holders will
cooperate with the Company in the negotiation of the underwriting agreement
and will give consideration to the reasonable suggestions of the Company
regarding the form thereof. The Participating Holders shall be parties to
such underwriting agreement and may, at their option, require that any or
all of the representations and warranties by, and the other agreements on
the part of, the Company to and for the benefit of such underwriters shall
also be made to and for the benefit of the Participating Holders and that
any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement be conditions precedent to
the obligations of the Participating Holders. No Participating Holder shall
be required to make any representations or warranties to or agreements with
the Company or the underwriters other than representations, warranties or
agreements regarding such holder, such holder's ownership of and title to
the Registrable Securities, such holder's intended method of distribution
and any other representations required by law, and any liability of the
Participating Holder to any underwriter or other person under such
underwriting agreement shall be limited to liability arising from
misstatements in or omissions from its representations and warranties and
shall be limited to an amount equal to the net proceeds that the
Participating Holder derives from such registration.

               (b) Incidental Underwritten Offerings. If the Company
proposes to register any of its securities under the Securities Act as
contemplated by Section 3.2 hereof and such securities are to be
distributed by or through one or more underwriters, the Company will, if
requested by any Participating Holder, use its best efforts to arrange for
such underwriters to include all the Registrable Securities to be offered
and sold by such Participating Holder among the securities of the Company
to be distributed by such underwriters. The Participating Holders shall be
parties to the underwriting agreement between the Company and such
underwriters and may, at their option, require that any or all of the
representations and warranties by, and the other agreements on the part of,
the Company to and for the benefit of such underwriters shall also be made
to and for the benefit of such Participating Holders and that any or all of
the conditions precedent to the obligations of such underwriters under such
underwriting agreement be conditions precedent to the obligations of such
Participating Holders. No Participating Holder shall be required to make
any representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding
such holder, such holder's ownership of and title to the Registrable
Securities, such holder's intended method of distribution and any other
representations required by law, and any liability of the Participating
Holder to any underwriter or other person under such underwriting agreement
shall be limited to liability arising from misstatements in or omissions
from its representations and warranties and shall be limited to an amount
equal to the net proceeds that the Participating Holder derives from such
registration.

          3.5 Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement under the Securities
Act pursuant to this Agreement, the Company will give the Participating
Holders, their underwriters, if any, and their respective counsel and
accountants the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the
Commission, and, to the extent practicable, each amendment thereof or
supplement thereto, and give each of them such access to its books and
records and such opportunities to discuss the business of the Company with
its officers and employees and the independent public accountants who have
certified its financial statements as shall be necessary, in the opinion of
such holders' and such underwriters' respective counsel, to conduct a
reasonable investigation within the meaning of the Securities Act.

          3.6 Indemnification.
              ---------------

               (a) Indemnification by the Company. In the event of any
registration of any securities of the Company under the Securities Act, the
Company will, and hereby does, indemnify and hold harmless, to the fullest
extent permitting by law, each Participating Holder, its directors,
officers, partners, attorneys, agents and affiliates or general and limited
partners (and the directors, officers, employees, stockholders and
affiliates thereof), and each other Person who participates as an
underwriter in the offering or sale of such securities and each other
Person, if any, who controls such Participating Holder or any such
underwriter within the meaning of the Securities Act, against any losses,
claims, damages, or liabilities, joint or several (or actions or
proceedings, whether commenced or threatened) to which such Participating
Holder or any such director, officer, partner, agent or affiliate or
underwriter or controlling person may become subject under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities,
joint or several (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such securities were registered under
the Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto,
together with the documents incorporated by reference therein, or any
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein in light of
the circumstances in which they were made not misleading, and the Company
will reimburse such Participating Holder and each such director, officer,
partner, agent or affiliate, or general or limited partner, underwriter and
controlling Person for any legal or any other expenses reasonably incurred
by them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, any such
preliminary prospectus, final prospectus, summary prospectus, amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by or on
behalf of such Participating Holder or underwriter, as the case may be,
specifically stating that it is for use in the preparation thereof; and
provided, further, that the Company shall not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable
Securities or any other Person, if any, who controls such underwriter
within the meaning of the Securities Act, in any such case to the extent
that any such loss, claim, damage, liability (or action or proceeding in
respect thereof) or expense arises out of such Person's failure to send or
give a copy of the final prospectus, as the same may be then supplemented
or amended, to the Person asserting an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus. Such
indemnity shall remain in full force regardless of any investigation made
by or on behalf of such Participating Holder or any such director, officer,
partner, attorney, agent or affiliate or controlling Person and shall
survive the transfer of such securities by such Participating Holder.

               (b) Indemnification by the Participating Holders. As a
condition to including any Registrable Securities in any registration
statement, the Company shall have received an undertaking reasonably
satisfactory to it from the Participating Holders to indemnify and hold
harmless (in the same manner and to the same extent as set forth in
subsection (a) of this Section 3.6) the Company, each director and officer
of the Company, and each other Person, if any, who controls the Company
within the meaning of the Securities Act, with respect to any statement or
alleged statement in or omission or alleged omission from such registration
statement, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, but
only if such statement or alleged statement or omission or alleged omission
was made in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by such
Participating Holder specifically stating that it is for use in the
preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement; provided, however,
that the liability of such indemnifying party under this Section 3.6(b)
shall be limited to the amount of net proceeds received by such
indemnifying party in the offering giving rise to such liability. Such
indemnity shall remain in full force and effect, regardless of any
investigation made by or on behalf of the Company or any such director,
officer or controlling person and shall survive the transfer of such
securities by the Participating Holder.

               (c) Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subsections of this Section
3.6, such indemnified party will, if a claim in respect thereof is to be
made against an indemnifying party, give written notice to the latter of
the commencement of such action or proceeding; provided, however, that the
failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations under the preceding
subsections of this Section 3.6, except to the extent that the indemnifying
party is materially prejudiced by such failure to give notice, and shall
not relieve the indemnifying party from any liability which it may have to
the indemnified party otherwise than under this Section 3.6. In case any
such action or proceeding is brought against an indemnified party, the
indemnifying party shall be entitled to participate therein and, unless in
the opinion of outside counsel to the indemnified party a conflict of
interest between such indemnified and indemnifying parties may exist in
respect of such claim, to assume the defense thereof, jointly with any
other indemnifying party similarly notified to the extent that it may wish,
with counsel reasonably satisfactory to such indemnified party; provided,
however, that if the defendants in any such action or proceeding include
both the indemnified party and the indemnifying party and if in the opinion
of outside counsel to the indemnified party there may be legal defenses
available to such indemnified party and/or other indemnified parties which
are different from or in addition to those available to the indemnifying
party, the indemnified party or parties shall have the right to select
separate counsel to defend such action or proceeding on behalf of such
indemnified party or parties, provided, further, that the indemnifying
party shall be obligated to pay for only one counsel for all indemnified
parties. After notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof and approval by the
indemnified party of such counsel, the indemnifying party shall not be
liable to such indemnified party for any legal expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation (unless the first proviso in the
preceding sentence shall be applicable). No indemnifying party shall be
liable for any settlement of any action or proceeding effected without its
written consent. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release
from all liability in respect to such claim or litigation.

               (d) Contribution. If the indemnification provided for in
this Section 3.6 shall for any reason be held by a court to be unavailable
to an indemnified party under subsection (a) or (b) hereof in respect of
any loss, claim, damage or liability, or any action in respect thereof,
then, in lieu of the amount paid or payable under subsection (a) or (b)
hereof, the indemnified party and the indemnifying party under subsection
(a) or (b) hereof shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred in
connection with investigating the same), (i) in such proportion as is
appropriate to reflect the relative fault of the Company and the
Participating Holders which resulted in such loss, claim, damage or
liability, or action in respect thereof, with respect to the statements or
omissions which resulted in such loss, claim, damage or liability, or
action in respect thereof, as well as any other relevant equitable
considerations or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as shall be appropriate
to reflect not only the relative fault but also the relative benefits
received by the Company and the Participating Holders from the offering of
the securities covered by such registration statement as well as any other
relevant equitable considerations. The parties hereto agree that it would
not be just and equitable if contributions pursuant to this Section 3.6(d)
were to be determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations
referred to above. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The Participating Holders' obligations to contribute as
provided in this subsection (d) are several and not joint in proportion to
the relative value of their respective Registrable Securities covered by
such registration statement. In addition, no Person shall be obligated to
contribute hereunder any amounts in payment for any settlement of any
action or claim effected without such Person's consent, which consent shall
not be unreasonably withheld. Notwithstanding anything in this subsection
(d) to the contrary, no indemnifying party (other than the Company) shall
be required to contribute any amount in excess of the net proceeds received
by such party from the sale of the Registrable Securities in the offering
to which the losses, claims, damages or liabilities of the indemnified
parties relate.

               (e) Other Indemnification. Indemnification and contribution
similar to that specified in the preceding subsections of this Section 3.6
(with appropriate modifications) shall be given by the Company and each
Participating Holder with respect to any required registration or other
qualification of securities under any federal or state law or regulation of
any governmental authority other than the Securities Act. The
indemnification agreements contained in this Section 3.6 shall be in
addition to any other rights to indemnification or contribution which any
indemnified party may have pursuant to law or contract and shall remain
operative and in full force and effect regardless of any investigation made
by or on behalf of any indemnified party and shall survive the transfer of
any of the Registrable Securities by any of the Participating Holders.

               (f) Indemnification Payments. The indemnification and
contribution required by this Section 3.6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or expense, loss, damage or
liability is incurred.

          3.7 Certain Rights of the Holder If Named in a Registration
Statement. If any statement contained in a registration statement under the
Securities Act or in any filing under the state securities laws of any
jurisdiction refers to any Participating Holder by name or otherwise as the
holder of any securities of the Company, then such Participating Holder
shall have the right to require (i) the insertion therein of language, in
form and substance satisfactory to such Participating Holder, to the effect
that the holding by such Participating Holder of such securities does not
necessarily make such Participating Holder a "controlling person" of the
Company within the meaning of the Securities Act and is not to be construed
as a recommendation by such Participating Holder of the investment quality
of the Company's debt or equity securities covered thereby and that such
holding does not imply that such Participating Holder will assist in
meeting any future financial requirements of the Company or (ii) in the
event that such reference to such Participating Holder by name or otherwise
is not, in the reasonable judgment of such Participating Holder as advised
by its counsel, required by the Securities Act or any of the rules and
regulations promulgated thereunder, or any state securities laws of any
jurisdiction, the deletion of the reference to such Participating Holder.

          3.8 Unlegended Warrant Shares. In connection with the offering of
any Registrable Securities registered pursuant to this Article 3, the
Company shall (i) facilitate the timely preparation and delivery to
Participating Holders and the underwriters, if any, participating in such
offering, of unlegended Warrant Shares representing ownership of such
Registrable Securities being sold in such denominations and registered in
such names as requested by such Participating Holders or such underwriters
and (ii) instruct any transfer agent and registrar of such Registrable
Securities to release any stop transfer orders with respect to any such
Registrable Securities.

          3.9 Limitation on Sale or Distribution of Other Securities. The
Company hereby agrees that, if it shall previously have received a request
for registration pursuant to Section 3.1 or 3.2 hereof, and if such
previous registration shall not have been withdrawn or abandoned, (i) the
Company shall not effect any public or private offer, sale or other
distribution of its securities or effect any registration of any of its
equity securities under the Securities Act (subject to the provisions of
Section 3.2 hereof) (other than a registration on Form S-8 or any successor
or similar form which is then in effect), whether or not for sale for its
own account, until a period of 180 days (or such shorter period as the
Requisite Majority of Participating Holders shall agree) shall have elapsed
after the effective date of such previous registration (and the Company
shall so provide in any registration rights agreements hereafter entered
into with respect to any of its securities); and (ii) the Company shall use
its best efforts to cause each holder of its equity securities purchased
from the Company at any time after the date of this Agreement other than in
a public offering to agree not to effect any public sale or distribution of
any such securities during such period, including a sale pursuant to Rule
144 under the Securities Act.

          3.10 No Required Sale. Nothing in this Agreement shall be deemed
to create an independent obligation on the part of any Participating Holder
to sell any Registrable Securities pursuant to any effective registration
statement.

     4.   Rule 144. The Company shall take all actions reasonably necessary
to enable holders of Registrable Securities to sell such securities without
registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144, or (b) any similar rule or regulation
hereafter adopted by the Commission including, without limiting the
generality of the foregoing, filing on a timely basis all reports required
to be filed by the Exchange Act. Upon the request of any holder of
Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such requirements.

     5.   Amendments and Waivers. This Agreement may be amended with the
consent of (i) the Company and (ii) the holders of at least 51% in
aggregate principal amount of the Registrable Securities. The Company may
take any action herein prohibited, or omit to perform any act herein
required to be performed by it, in each case only if the Company shall have
obtained the written consent to such action or omission to act, of holders
of at least 51% in aggregate principal amount of the outstanding
Registrable Securities. Each holder of any Registrable Securities at the
time or thereafter outstanding shall be bound by any consent authorized by
this Section 5, whether or not such Registrable Securities shall have been
marked to indicate such consent.

     6.   Nominees for Beneficial Owners. In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election in writing delivered to the
Company (accompanied by a written acknowledgment of, and consent to, such
election by such nominee), be treated as the holder of such Registrable
Securities for purposes of any request or other action by any holder or
holders of Registrable Securities pursuant to this Agreement or any
determination of any number or percentage of shares of Registrable
Securities held by any holder or holders of Registrable Securities
contemplated by this Agreement. If the beneficial owner of any Registrable
Securities so elects to be treated as the holder of such Registrable
Securities, the Company may require assurances reasonably satisfactory to
it of such owner's beneficial ownership of such Registrable Securities.

     7.   Notices. All communications provided for hereunder shall be
personally delivered or sent by telecopier (and confirmed by telephone) or
by a reputable overnight courier, and shall be addressed as follows:

          (a) if to any of the Purchasers, addressed to it at such address
as it shall have furnished to the Company in writing;

          (b) if to any other holder of Registrable Securities, at the
address that such holder shall have furnished to the Company in writing,
or, until any such other holder so furnishes to the Company an address,
then to and at the address of the last holder of such Registrable
Securities who has furnished an address to the Company; or

          (c) if to the Company, addressed to it in the manner set forth in
the Convertible Note Purchase Agreement, or at such other address as the
Company shall have furnished to each holder of Registrable Securities at
the time outstanding.

     8.   Assignment. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns. This Agreement may not be assigned by the
Company. This Agreement and/or the registration and other rights contained
herein (including these assignment rights) may be assigned by the
Purchasers to any one or more transferees or distributees of all or part of
such Purchaser's Registrable Securities. A holder of Registrable Securities
shall be permitted, in connection with a transfer or disposition of
Registrable Securities, to impose conditions or constraints on the ability
of the transferee, as a holder of Registrable Securities, to request a
registration pursuant to Section 3.1 and shall provide the Company with
copies of such conditions or constraints and the identity of such
transferees.

     9.   Remedies. Each holder of Registrable Securities, in addition to
being entitled to exercise all rights provided herein or granted by law,
including recovery of damages, will be entitled to specific performance of
its rights under this Agreement. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agrees to waive
the defense in any action for specific performance that a remedy at law
would be adequate. In any action or proceeding brought to enforce any
provision of this Agreement (including the indemnification provisions
thereof), the successful party shall be entitled to recover reasonable
attorneys' fees in addition to its costs and expenses and any other
available remedy.

     10.  No Inconsistent Agreements. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the holders of
Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof. Except as set forth on Schedule 10(a) hereto, the
Company has not previously entered into any agreement with respect to its
securities granting any registration rights to any Person other than the
registration rights granted pursuant to this Agreement. Except as set forth
on Schedule 10(b) hereto, the rights granted to the holders of Registrable
Securities hereunder do not in any way conflict with and are not
inconsistent with any other agreements to which the Company is a party or
by which it is bound. The Company further agrees that if any other
registration rights agreement entered into after the date of this Agreement
with respect to any of its securities contains terms which are more
favorable to, or less restrictive on, the other party thereto than the
terms and conditions contained in this Agreement are (insofar as they are
applicable) to the Purchasers, then the terms and conditions of this
Agreement shall immediately be deemed to have been amended without further
action by the Company or any of the holders of Registrable Securities so
that such holders shall be entitled to the benefit of any such more
favorable or less restrictive terms or conditions.

     11.  Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only
and shall not limit or otherwise affect the meaning hereof.

     12.  Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.
This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of the State of New
York, without regard to the conflicts of laws principles thereof. Each of
the parties hereto hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the courts of the State of New York
and the United States of America located in New York, New York for any
action or proceeding arising out of or relating to this Agreement and the
transactions contemplated hereby (and agrees not to commence any action or
proceeding relating thereto except in such courts). Each of the parties
hereto hereby irrevocably and unconditionally waives any objection to the
laying of venue of any action or proceeding arising out of this Agreement
or the transactions contemplated hereby in the courts of the State of New
York or the United States of America located in New York, New York, and
hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any such action or proceeding brought
in any such court has been brought in an inconvenient forum. The Company
hereby waives any right it may have to a trial by jury in respect of any
action, proceeding or litigation directly or indirectly arising out of,
under or in connection with, this Agreement.

     13.  Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
<PAGE>
     IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly
authorized as of the date first above written.

                                   BIO-PLEXUS, INC.


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

                                   APPALOOSA INVESTMENT LIMITED
                                     PARTNERSHIP I, L.P.

                                   By:  Appaloosa Management, L.P., its
                                          General Partner
                                   By:  Appaloosa Partners Inc., its General
                                          Partner

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

                                   TERSK LLC


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

                                   PALOMINO FUND LTD.


                                      By:  Appaloosa Management, L.P.,
                                           its Investment Advisor
                                      By:   Appaloosa Partners Inc.,
                                            its General Partner

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

                                                            Exhibit 9





                             SECURITY AGREEMENT
                                   AMONG
                             BIO-PLEXUS, INC.,
                                 as Obligor

                                    and

             APPALOOSA INVESTMENT LIMITED PARTNERSHIP I, L.P.,
                                 as Holder



                        Dated as of October 21, 1999
<PAGE>
                             TABLE OF CONTENTS
                             -----------------



Article I.  Definitions and Interpretation.............................1

   1.01  Certain Defined Terms.........................................1

   1.02  Interpretation................................................3

Article II.  Collateral................................................3

   2.01  Grant of First Priority Security Interest.....................3

   2.02  Reserved......................................................5

   2.03  Intellectual Property.........................................5

   2.04  Perfection....................................................6

   2.05  Preservation and Protection of Security Interests.............6

   2.06  Reserved......................................................7

   2.07  Special Provisions Relating to Securities Collateral..........7

   2.08  Use of Intellectual Property..................................8

   2.09  Instruments...................................................8

   2.10  Use of Collateral.............................................8

   2.11  Rights and Obligations........................................8

   2.12  Release of Motor Vehicles.....................................9

   2.13  Termination...................................................9

Article III.  Cash Proceeds of Collateral..............................9

   3.01  Collateral Account............................................9

   3.02  Certain Proceeds.............................................10

   3.03  Investment of Balance in Collateral Account..................10

Article IV.  Representations and Warranties...........................10

   4.01  Title........................................................10

   4.02  Intellectual Property........................................11

   4.03  Goods........................................................11

Article V.  Covenants.................................................11

   5.01  Books and Records............................................11

   5.02  Removals, Etc................................................11

   5.03  Stock Collateral.............................................11

   5.04  Intellectual Property........................................12

Article VI.  Remedies.................................................13

   6.01  Events of Default, Etc.......................................13

   6.02  Deficiency...................................................14

   6.03  Private Sale.................................................14

   6.04  Application of Proceeds......................................15

Article VII.  Miscellaneous...........................................15

   7.01  Waiver.......................................................15

   7.02  Notices......................................................16

   7.03  Expenses, Etc................................................16

   7.04  Amendments...................................................16

   7.05  Successors and Assigns.......................................17

   7.06  Survival.....................................................17

   7.07  Agreements Superseded........................................17

   7.08  Severability.................................................17

   7.09  Captions.....................................................17

   7.10  Counterparts.................................................17

   7.11  GOVERNING LAW................................................17

   7.12  Submission to Jurisdiction...................................17

   7.13. Service of Process...........................................18

   7.14. WAIVER OF JURY TRIAL.........................................18
<PAGE>
Annex I -      Schedule of Pledged Debt
Annex II -     Jurisdictions for Filing of Financing Statements
Annex III -    Business Locations
<PAGE>
                             SECURITY AGREEMENT
                             ------------------

     This SECURITY AGREEMENT (this "Agreement") dated as of October 21,
1999, is made by and among BIO-PLEXUS, INC., a Connecticut corporation (the
"Obligor"), and APPALOOSA INVESTMENT LIMITED PARTNERSHIP I, L.P. (the
"Holder").

     WHEREAS, pursuant to the 7.5% Secured Note, dated as of the date
hereof (as amended, supplemented, restated or otherwise modified from time
to time, the "Note"), the Company is borrowing $3.0 million from the
Obligor;

     WHEREAS, as a condition, and material inducement, to the Holder's
agreement to loan the Obligor the money under the Note, the Holder required
that the Obligor deliver this Agreement to the Holder;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Obligor agrees with
the Holder as follows:

Article I.  Definitions and Interpretation.

     1.01 Certain Defined Terms. Unless otherwise defined, all capitalized
terms used in this Agreement that are defined in the Note (including those
terms incorporated therein by reference) shall have the respective meanings
assigned to them in the Note. In addition, the following terms shall have
the following meanings under this Agreement:

     "Accounts" shall have the meaning assigned to that term in Section
2.01(b).

     "Additional Debt" shall have the meaning assigned to that term in
Section 2.01(a).

     "Additional Shares" shall have the meaning assigned to that term in
Section 5.03.

     "Casualty Event" shall mean, with respect to any property of any
Person, any loss of or damage to, or any condemnation or other taking of,
such property for which such Person or any of its Subsidiaries receives
insurance proceeds, or proceeds of a condemnation award or other
compensation.

     "Collateral" shall have the meaning assigned to that term in Section
2.01.

     "Collateral Account" shall have the meaning assigned to that term in
Section 3.01.

     "Copyright Collateral" shall mean all Copyrights, whether now owned or
hereafter acquired by the Obligor.

     "Copyrights" shall mean, collectively, (a) all copyrightable works,
all copyrights, and all registrations, applications and renewals and
extensions in connection therewith and (b) all rights, now existing or
hereafter coming into existence, (i) to all income, royalties, damages and
other payments (including in respect of all past, present or future
infringements) now or hereafter due or payable under or with respect to any
of the foregoing, (ii) to sue for all past, present and future
infringements with respect to any of the foregoing and (iii) otherwise
accruing under or pertaining to any of the foregoing throughout the world.

     "Documents" shall have the meaning assigned to that term in Section
2.01(f).

     "Equipment" shall have the meaning assigned to that term in Section
2.01(e).

     "Equity Rights" shall mean, with respect to any Person, any
outstanding subscriptions, options, warrants, commitments, preemptive
rights or agreements of any kind (including any stockholders' or voting
trust agreements) for the issuance, sale, registration or voting of, or
outstanding securities convertible into, any additional shares of capital
stock of any class, or partnership or other ownership interests of any type
in, such Person.

     "Holder" shall have the meaning assigned to that term in the preamble.

     "Instruments" shall have the meaning assigned to that term in Section
2.01(c).

     "Inventory" shall have the meaning assigned to that term in Section
2.01(d).

     "Issuers" shall mean, collectively, each Subsidiary, directly or
indirectly, of the Obligor that is the issuer (as defined in the Uniform
Commercial Code) of any shares of capital stock now owned or hereafter
acquired by the Obligor.

     "Loan Documents" shall mean the Note and this Agreement.

     "Motor Vehicles" shall mean motor vehicles, tractors, trailers and
other like property, whether or not the title to any such property is
governed by a certificate of title or ownership.

     "Patent Collateral" shall mean all Patents, whether now owned or
hereafter acquired by the Obligor.

     "Person" shall mean any individual, firm, corporation, limited
liability company, partnership, company or other entity, and shall include
any successor (by merger or otherwise) of such entity.

     "Pledged Debt" shall have the meaning assigned to that term in Section
2.01(a).

     "Pledged Stock" shall have the meaning assigned to that term in
Section 2.01(a).

     "Securities Collateral" means the Stock Collateral and the Pledged
Debt.

     "Signing Date" shall mean the date on which the Obligor shall sign and
deliver this Agreement.

     "Stock Collateral" shall have the meaning assigned to that term in
Section 2.01(a).

     "Trademark Collateral" shall mean all Trademarks, whether now owned or
hereafter acquired by the Obligor. Notwithstanding the foregoing, the
Trademark Collateral shall not include any Trademark which would be
rendered invalid, abandoned, void or unenforceable by reason of its being
included as part of the Trademark Collateral.

     "Trademarks" shall mean, collectively, (a) all trade names,
trademarks, service marks, logos, trade dress, domain names, and corporate
names, together with all translations, adaptations, decorations, and
combinations thereof and including all goodwill associated therewith and
all registrations and applications in connection with any of the foregoing,
(b) all renewals and extensions of any of the foregoing and (c) all rights,
now existing or hereafter coming into existence, (i) to all income,
royalties, damages and other payments (including in respect of all past,
present and future infringements) now or hereafter due or payable under or
with respect to any of the foregoing, (ii) to sue for all past, present and
future infringements with respect to any of the foregoing and (iii)
otherwise accruing under or pertaining to any of the foregoing throughout
the world, together, in each case, with the product lines and goodwill of
the business connected with the use of, or otherwise symbolized by, each of
the foregoing.

     "Uniform Commercial Code" shall mean the Uniform Commercial Code as in
effect in the State of New York from time to time or, by reason of
mandatory application, any other applicable jurisdiction.

     1.02 Interpretation. In this Agreement, unless otherwise indicated,
the singular includes the plural and plural the singular; words importing
either gender include the other gender; references to statutes or
regulations are to be construed as including all statutory or regulatory
provisions consolidating, amending or replacing the statute or regulation
referred to; references to "writing" include printing, typing, lithography
and other means of reproducing words in a tangible visible form; the words
"including," "includes" and "include" shall be deemed to be followed by the
words "without limitation"; references to articles, sections (or
subdivisions of sections), exhibits, annexes or schedules are to this
Agreement; references to agreements and other contractual instruments shall
be deemed to include all subsequent amendments, extensions and other
modifications to such instruments (without, however, limiting any
prohibition on any such amendments, extensions and other modifications by
the terms of any Loan Document); and references to Persons include their
respective permitted successors and assigns and, in the case of
governmental Persons, Persons succeeding to their respective functions and
capacities.

Article II.  Collateral.

     2.01 Grant of First Priority Security Interest. As collateral security
for the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) and performance of the Secured Obligations and
obligations of every kind and nature of the Obligor now or hereafter
incurred, existing or created, to the Holder (including, without
limitation, under the Convertible Note Purchase Agreement), the Obligor
hereby pledges and grants to the Holder a first priority security interest
in all of the Obligor's right, title and interest in and to the following
property, whether now owned or hereafter acquired by the Obligor and
whether now existing or hereafter coming into existence including, without
limitation, all real and personal property and interests in real and
personal property (collectively, the "Collateral"):

          (a)(i) all of the shares of capital stock of the Issuers now
owned or hereafter acquired by the Obligor together with in each case the
certificates representing the same (collectively, the "Pledged Stock");
(ii) all shares, securities, moneys or property representing a dividend on,
or a distribution or return of capital in respect of, any of the Pledged
Stock, resulting from a split-up, revision, reclassification or other like
change of any of the Pledged Stock or otherwise received in exchange for
any of the Pledged Stock and all Equity Rights issued to the holders of, or
otherwise in respect of, any of the Pledged Stock; and (iii) without
affecting the obligations of the Obligor under any provision prohibiting
such action under any Loan Document, in the event of any consolidation or
merger in which any Issuer is not the surviving corporation, all shares of
each class of the capital stock of the successor corporation (unless such
successor corporation is the Obligor itself) formed by or resulting from
such consolidation or merger (collectively, and together with the property
described in clauses (i) and (ii) above, the "Stock Collateral"); (iv) the
Indebtedness described in Annex I and issued by the obligors named therein
(the "Pledged Debt"); (v) all additional Indebtedness for money borrowed or
for the deferred purchase price of property from time to time owed to the
Obligor by any Person, "Additional Debt"); (vi) all notes or other
instruments evidencing the Indebtedness referred to in clauses (iv) and (v)
above;

          (b) all accounts and general intangibles (each as defined in the
Uniform Commercial Code) of the Obligor constituting a right to the payment
of money, whether or not earned by performance, including, without
limitation, (i) in payments due and to become due to the Obligor under the
Development and License Agreement, dated as of January 28, 1997, between
Johnson & Johnson Medical, Inc. and the Company, as such agreement may be
amended from time to time (the "Development and License Agreement"), (ii)
in payments due and to become due to the Obligor under any existing or
future licensing, supply, development, or similar agreements, (iii) in
repayment of any loans or advances (including loans and advances to
Subsidiaries of the Obligor), (iv) in payment for goods (including
Inventory and Equipment) sold or leased or for services rendered and (v) in
payment of tax refunds and in payment of any guarantee of any of the
foregoing (collectively, the "Accounts");

          (c) all instruments, chattel paper or letters of credit (each as
defined in the Uniform Commercial Code) of the Obligor evidencing,
representing, arising from or existing in respect of, relating to, securing
or otherwise supporting the payment of, any of the Accounts (collectively,
the "Instruments");

          (d) all inventory (as defined in the Uniform Commercial Code) and
all other goods (including Motor Vehicles) of the Obligor that are held by
the Obligor for sale, lease or furnishing under a contract of service
(including to its Subsidiaries or Affiliates), that are so leased or
furnished or that constitute raw materials, work in process or material
used or consumed in its business, including all spare parts and related
supplies, all goods obtained by the Obligor in exchange for any such goods,
all products made or processed from any such goods and all substances, if
any, commingled with or added to any such goods (collectively, the
"Inventory");

          (e) all equipment (as defined in the Uniform Commercial Code) and
all other goods (including Motor Vehicles) of the Obligor that are used or
bought for use primarily in its business, including all spare parts and
related supplies, all goods obtained by the Obligor in exchange for any
such goods, all substances, if any, commingled with or added to such goods
and all upgrades and other improvements to such goods, in each case to the
extent not constituting Inventory (collectively, the "Equipment");

          (f) all documents of title (as defined in the Uniform Commercial
Code) or other receipts of the Obligor covering, evidencing or representing
Inventory or Equipment (collectively, the "Documents");

          (g) all contracts and other agreements of the Obligor relating to
the sale or other disposition of all or any part of the Inventory,
Equipment or Documents and all rights, warranties, claims and benefits of
the Obligor against any Person arising out of, relating to or in connection
with all or any part of the Inventory, Equipment or Documents of the
Obligor, including any such rights, warranties, claims or benefits against
any Person storing or transporting any such Inventory or Equipment or
issuing any such Documents;

          (h) all other accounts or general intangibles of the Obligor not
constituting Accounts, including, to the extent related to all or any part
of the other Collateral, all books, correspondence, credit files, records,
invoices, tapes, cards, computer runs and other papers and documents in the
possession or under the control of the Obligor or any computer bureau or
service company from time to time acting for the Obligor;

          (i) the balance from time to time in the Collateral Account;

          (j) all other tangible and intangible property of the Obligor,
including all Intellectual Property (provided, however, that with respect
to Patents jointly developed by the Obligor and Johnson & Johnson Medical,
Inc. under the Development and License Agreement, only to the extent
consented to by Johnson & Johnson Medical, Inc.); and

          (k) all proceeds and products in whatever form of all or any part
of the other Collateral, including all proceeds of insurance and all
condemnation awards and all other compensation for any Casualty Event with
respect to all or any part of the other Collateral (together with all
rights to recover and proceed with respect to the same), and all
accessories to, substitutions for and replacements of all or any part of
the other Collateral.

     2.02 Reserved
          --------

     2.03 Intellectual Property. For the purpose of enabling the Holder to
exercise its rights, remedies, powers and privileges under Article VI at
such time or times as the Holder shall be lawfully entitled to exercise
such rights, remedies, powers and privileges, and for no other purpose, the
Obligor hereby grants to the Holder, the right to immediately, without
demand of performance and without additional notice, or demand whatsoever
to the Obligor, sell at public or private sale or otherwise realize upon,
all right, title, and interest in all or any of the Intellectual Property
and any associated good will, as the case may be, or any interest that the
Obligor may have therein, and after deducting all expenses (including all
reasonable expenses for brokers' fees and legal services) from the proceeds
of such sale or other disposition of the Intellectual Property and any
associated good will, as the case may be, the Holder shall apply the
residue of such proceeds toward the payment of all liabilities.

     2.04 Perfection. Concurrently with the execution and delivery of this
Agreement, the Obligor shall (i) file such financing statements and other
documents in such offices as shall be necessary or as the Holder may
request to perfect and establish a first priority of the Liens granted by
this Agreement (including promptly filing the Trademark Collateral Security
Agreement and Patent Collateral Security Agreement, in the form executed on
the date hereof by the Obligor, in the United States Patent and Trademark
Office) (subject only to such Permitted Liens), (ii) deliver and pledge to
the Holder any and all Instruments, endorsed or accompanied by such
instruments of assignment and transfer in such form and substance as the
Holder may request, (iii) cause the Holder to be listed as the lienholder
on all certificates of title or ownership relating to Motor Vehicles owned
by the Obligor and deliver to the Holder originals of all such certificates
of title or ownership for the Motor Vehicles together with the odometer
statements for each respective Motor Vehicle, (iv) deliver and pledge to
the Holder all certificates for the Pledged Stock and notes, instruments or
other documents evidencing the Pledged Debt, accompanied by undated stock
or bond powers, as the case may be, duly executed in blank and (v) take all
such other actions as shall be necessary or as the Holder may request to
perfect and establish a first priority of the Liens granted by this
Agreement (subject only to such Permitted Liens). The Holder shall have the
right, at any time in its discretion and with notice to the Obligor, to
transfer to or to register in its name or in the name of any of its
nominees any or all of the Pledged Stock or Pledged Debt.

     2.05 Preservation and Protection of Security Interests. The Obligor
shall:

          (a) upon the acquisition after the Signing Date by the Obligor of
any Securities Collateral, promptly either (x) transfer and deliver to the
Holder all such Securities Collateral (together with the certificates or
instruments representing such Securities Collateral securities duly
endorsed in blank or accompanied by undated powers duly executed in blank)
or (y) take such other action as the Holder shall deem necessary or
appropriate to perfect, and establish the priority of, the Liens granted by
this Agreement in such Securities Collateral;

          (b) upon the acquisition after the Signing Date by the Obligor of
any Instrument, promptly deliver and pledge to the Holder all such
Instruments, endorsed or accompanied by such instruments of assignment and
transfer in such form and substance as the Holder may request;

          (c) upon the acquisition after the Signing Date by the Obligor of
any Equipment or Motor Vehicle covered by a certificate of title or
ownership, promptly cause the Holder to be listed as the lienholder on such
certificate of title and within 45 days of the acquisition of such property
deliver evidence of the same to the Holder;

          (d) upon the Obligor's acquiring, or otherwise becoming entitled
to the benefits of, any Copyright (or copyrightable material), Patent (or
patentable invention), Trademark (or associated goodwill) or other
Intellectual Property or upon or prior to the Obligor's filing, either
directly or through any agent, licensee or other designee, of any
application with any governmental Person for any Copyright, Patent,
Trademark, or other Intellectual Property, in each case after the Signing
Date, execute and deliver such contracts, agreements and other instruments
as the Holder may request to evidence, validate, perfect and establish the
first priority (subject only to Liens permitted under Section 6.7 of the
Note Purchase Agreement) of the Liens granted by this Agreement in such and
any related Intellectual Property; and

          (e) give, execute, deliver, file or record any and all financing
statements, notices, contracts, agreements or other instruments, obtain any
and all governmental approvals and take any and all steps that may be
necessary or as the Holder may request to create, perfect a first priority
of the Liens granted by this Agreement or to preserve the validity,
perfection with regard to such first priority or to enable the Holder to
exercise and enforce its rights, remedies, powers and privileges under this
Agreement with respect to such Liens, including causing any or all of the
Securities Collateral to be transferred of record into the name of the
Holder or its nominee (and the Holder agrees that if any Securities
Collateral is transferred into its name or the name of its nominee, the
Holder will thereafter promptly give to the Obligor copies of any notices
and communications received by it with respect to the Stock Collateral
pledged by the Obligor), provided that notices to account debtors in
respect of any Accounts or Instruments shall be subject to the provisions
of Section 3.02(b).

     2.06 Reserved
          --------

     2.07 Special Provisions Relating to Securities Collateral. (a) So long
as no Event of Default shall have occurred and be continuing, the Obligor
shall have the right to exercise all voting, consensual and other powers of
ownership pertaining to the Securities Collateral for all purposes not
inconsistent with the terms of any Loan Document, provided that the Obligor
agrees that it will not vote the Securities Collateral in any manner that
is inconsistent with the terms of any Loan Document; and the Holder shall,
at the Obligor' expense, execute and deliver to the Obligor or cause to be
executed and delivered to the Obligor all such proxies, powers of attorney,
dividends and other orders and other instruments, without recourse, as the
Obligor may reasonably request for the purpose of enabling the Obligor to
exercise the rights and powers which it is entitled to exercise pursuant to
this Section 2.07(a).

          (b) So long as no Event of Default shall have occurred and be
continuing, the Obligor shall be entitled to receive and retain any
dividends or distributions on the Securities Collateral paid in cash.

          (c) If any Event of Default shall have occurred and be
continuing, and whether or not the Holders or the Holder exercise any
available right to declare any Secured Obligation due and payable or seek
or pursue any other right, remedy, power or privilege available to them
under applicable law, this Agreement or any other Loan Document, all
dividends and other distributions on the Securities Collateral shall be
paid directly to the Holder and retained by it in the Collateral Account as
part of the Securities Collateral, subject to the terms of this Agreement,
and, if the Holder shall so request, the Obligor agrees to execute and
deliver to the Holder appropriate additional dividend, distribution and
other orders and instruments to that end, provided that if such Event of
Default is cured, any such dividend or distribution paid to the Holder
prior to such cure shall, upon request of the Obligor (except to the extent
applied to the Secured Obligations), be returned by the Holder to the
Obligor.

     2.08 Use of Intellectual Property. Subject to such action not
otherwise constituting a Default and so long as no Event of Default shall
have occurred and be continuing, the Obligor will be permitted to exploit,
use, enjoy, protect, license, sublicense, assign, sell, dispose of or take
other actions with respect to the Intellectual Property in the ordinary
course of the business of the Obligor subject to the rights of the Holder,
whose rights shall not be subordinated, impaired or diminished. In
furtherance of the foregoing, so long as no Event of Default shall have
occurred and be continuing, the Holder shall from time to time, upon the
request of the Obligor, execute and deliver any instruments, certificates
or other documents, in the form so requested, which the Obligor shall have
certified are appropriate (in its reasonable judgment) to allow it to take
any action permitted above. The exercise of rights, remedies, powers and
privileges under Article VI by the Holder shall not terminate the rights of
the holders of any licenses or sublicenses theretofore granted by the
Obligor in accordance with the first sentence of this Section 2.08.

     2.09 Instruments. So long as no Default or Event of Default shall have
occurred and be continuing, the Obligor may retain for collection in the
ordinary course of business any Instruments obtained by it in the ordinary
course of business, and the Holder shall, promptly upon the request, and at
the expense of the Obligor, make appropriate arrangements for making any
Instruments pledged by the Obligor available to the Obligor for purposes of
presentation, collection or renewal. Any such arrangement shall be
effected, to the extent deemed appropriate by the Holder, against trust
receipt or like document.

     2.10 Use of Collateral. So long as no Event of Default shall have
occurred and be continuing, the Obligor shall, in addition to its rights
under Sections 2.07, 2.08 and 2.09 hereof and Section 6.18 of the Note
Purchase Agreement, in respect of the Collateral contemplated in those
sections, be entitled to use and possess the other Collateral and to
exercise its rights, title and interest in all contracts, agreements,
licenses and governmental approvals, subject to the rights, remedies,
powers and privileges of the Holder under Articles III and VI and to such
use, possession or exercise not otherwise constituting a Default.

     2.11 Rights and Obligations. (a) The Obligor shall remain liable to
perform its duties and obligations under the contracts and agreements
included in the Collateral in accordance with their respective terms to the
same extent as if this Agreement had not been executed and delivered. The
exercise by the Holder of any right, remedy, power or privilege in respect
of this Agreement shall not release the Obligor from any of its duties and
obligations under such contracts and agreements and the Obligor shall save,
indemnify and keep the Holder harmless from and against all expense, loss
or damage suffered by reason of such exercise. The Holder shall have no
duty, obligation or liability under such contracts and agreements or with
respect to any governmental approval included in the Collateral by reason
of this Agreement or any other Loan Document, nor shall the Holder be
obligated to perform any of the duties or obligations of the Obligor under
any such contract or agreement or any such governmental approval or to take
any action to collect or enforce any claim (for payment) under any such
contract or agreement or governmental approval.

          (b) No Lien granted by this Agreement in the Obligor's right,
title and interest in any contract, agreement or governmental approval
shall be deemed to be a consent by the Holder to any such contract,
agreement or governmental approval.

          (c) No reference in this Agreement to proceeds or to the sale or
other disposition of Collateral shall authorize the Obligor to sell or
otherwise dispose of any Collateral except to the extent otherwise
expressly permitted by the terms of any Loan Document.

          (d) The Holder shall not be required to take steps necessary to
preserve any rights against prior parties to any part of the Collateral.

     2.12 Release of Motor Vehicles. So long as no Default shall have
occurred and be continuing, upon the request of, and at the expense of, the
Obligor, the Holder shall execute and deliver to the Obligor such
instruments as the Obligor shall reasonably request to remove the notation
of the Holder as lienholder on any certificate of title for any Motor
Vehicle; provided that any such instruments shall be delivered, and the
release shall be effective, only upon receipt by the Holder of a
certificate from the Obligor stating that the Motor Vehicle the Lien on
which is to be released is to be sold or has suffered a casualty loss (with
title passing to the appropriate casualty insurance company in settlement
of the claim for such loss).

     2.13 Termination. When all Secured Obligations shall have been
indefeasibly paid in full, this Agreement shall terminate, and the Holder
shall, at the expense of the Obligor, forthwith cause to be assigned,
transferred and delivered, against receipt but without any recourse,
warranty or representation whatsoever, any remaining Collateral and money
received in respect of the Collateral, to or on the order of the Obligor
and to be released, canceled and granted back all licenses and rights
referred to in Section 2.03. The Holder shall also, at the expense of the
Obligor, execute and deliver to the Obligor upon such termination such
Uniform Commercial Code termination statements, certificates for
terminating the Liens on the Motor Vehicles and such other documentation as
shall be reasonably requested by the Obligor to effect the termination and
release of the Liens granted by this Agreement on the Collateral.

Article III.  Cash Proceeds of Collateral.

     3.01 Collateral Account. There is hereby established with the Holder a
cash collateral account (the "Collateral Account") in the name and under
the exclusive domain and control of the Holder into which there shall be
deposited from time to time the cash proceeds of any of the Collateral
(including proceeds resulting from insurance or condemnation) required to
be delivered to the Holder pursuant to this Agreement and into which the
Obligor may from time to time deposit any additional amounts which it
wishes to pledge to the Holder as additional collateral security under this
Agreement. The balance from time to time in the Collateral Account shall
constitute part of the Collateral and shall not constitute payment of the
Secured Obligations until applied as provided in this Agreement. If any
Event of Default shall have occurred and be continuing, the Holder may in
its discretion apply (subject to collection) the balance from time to time
outstanding to the credit of the Collateral Account to the payment of the
Secured Obligations in the manner specified in Article VI. The balance from
time to time in the Collateral Account shall be subject to withdrawal only
as provided in this Agreement.

     3.02 Certain Proceeds. (a) If any Default or Event of Default shall
have occurred and be continuing, the Obligor shall, upon request of the
Holder, promptly notify (and the Obligor hereby authorizes the Holder so to
notify) each account debtor in respect of any Accounts or Instruments that
such Collateral has been assigned to the Holder under this Agreement and
that any payments due or to become due in respect of such Collateral are to
be made directly to the Holder. All such payments made to the Holder shall
be immediately deposited in the Collateral Account.

          (b) The Obligor agrees that if the proceeds of any Collateral
(including payments made in respect of Accounts and Instruments) shall be
received by it following the occurrence and during the continuation of a
Default, the Obligor shall as promptly as possible deposit such proceeds
into the Collateral Account. Until so deposited, all such proceeds shall be
held in trust by the Obligor for and as the property of the Holder and
shall not be commingled with any other funds or property of the Obligor.

     3.03 Investment of Balance in Collateral Account. Amounts on deposit
in the Collateral Account shall be invested from time to time in such
Permitted Investments as the Obligor (or, if any Default or Event of
Default shall have occurred and be continuing, the Holder) shall determine.
All such investments shall be held in the name and be under the control of
the Holder. At any time after the occurrence and during the continuance of
an Event of Default, the Holder may in its discretion at any time and from
time to time elect to liquidate any such investments and to apply or cause
to be applied the proceeds of such action to the payment of the Secured
Obligations in the manner specified in Article VI.

Article IV.  Representations and Warranties.

     The Obligor hereby represents and warrants to the Holder for the
benefit of the Holders as follows:

     4.01 Title. The Obligor is the sole beneficial owner of the Collateral
in which it purports to grant a Lien pursuant to this Agreement, and,
except as set forth in Schedule 4.01, such Collateral is free and clear of
all Liens. The first priority Liens granted by this Agreement in favor of
the Holder for the benefit of the Holder and the Holders have attached and,
upon filing of the respective financing statements in the jurisdictions
listed on Annex II, and subject to the liens set forth on Schedule 4.01,
this Agreement is effective to create a perfected first priority security
interest in all of such Collateral, prior to all other Liens. With respect
to the Pledged Stock, the Pledged Debt and the cash in the Collateral
Account, the pledge of such Collateral pursuant to this Agreement creates a
valid and perfected first priority security interest in such Collateral in
favor of the Holder for the benefit of the Holders.

     4.02 Intellectual Property. (a) Except pursuant to licenses and other
user agreements entered into by the Obligor in the ordinary course of
business, the Obligor owns and possesses the right to use, and has done
nothing to authorize or enable any other Person to use, any Patent or
Trademark constituting Intellectual Property or any other Intellectual
Property.

          (b) The Obligor owns any Trademarks registered in the United
States of America to which the last sentence of the definition of Trademark
Collateral applies.

     4.03 Goods. Any goods now or hereafter manufactured or otherwise
produced by the Obligor or any of its Subsidiaries included in the
Collateral have been and will be produced in compliance with the
requirements of the Fair Labor Standards Act.

Article V.  Covenants.

     5.01 Books and Records. The Obligor shall: (a) keep full and accurate
books and records relating to the Collateral and stamp or otherwise mark
such books and records in such manner as the Holder may reasonably require
in order to reflect the Liens granted by this Agreement; (b) furnish to the
Holder from time to time (but, unless a Default shall have occurred and be
continuing, no more frequently than quarterly) statements and schedules
further identifying and describing the Copyright Collateral, the Patent
Collateral and the Trademark Collateral and such other reports in
connection with the Copyright Collateral, the Patent Collateral and the
Trademark Collateral, as the Holder may reasonably request, all in
reasonable detail; (c) prior to filing, either directly or through an
agent, licensee or other designee, any application for any Copyright,
Patent or Trademark, furnish to the Holder prompt notice of such proposed
filing; and (d) permit representatives of the Holder, upon reasonable
notice, at any time during normal business hours to inspect and make
abstracts from its books and records pertaining to the Collateral, permit
representatives of the Holder to be present at the Obligor's place of
business to receive copies of all communications and remittances relating
to the Collateral and forward copies of any notices or communications
received by the Obligor with respect to the Collateral, all in such manner
as the Holder may reasonably request.

     5.02 Removals, Etc. Without at least 30 days' prior written notice to
the Holder, the Obligor shall (i) not maintain any of its books and records
with respect to the Collateral at any office or maintain its principal
place of business at any place, or permit any Inventory or Equipment to be
located anywhere, other than (a) at the address initially indicated for
notices to it under Article VII, (b) at one of the other business locations
presently owned or operated by the Obligor or any of its Affiliates and
identified in Annex II or III or (c) in transit from one of such locations
to another, or (ii) change its corporate name, or the name under which it
does business, from the name shown on the signature pages to this
Agreement.

     5.03 Stock Collateral. The Obligor will cause the Stock Collateral to
constitute at all times 100% of the total number of shares of each class of
capital stock of each Issuer then outstanding. The Obligor shall cause all
such shares to be duly authorized, validly issued, fully paid and
nonassessable and to be free of any contractual restriction or any
restriction under the charter or bylaws of the respective Issuer of such
Stock Collateral, upon the transfer of such Stock Collateral (except for
any such restriction contained in any Loan Document). The Obligor agrees
that it will (i) cause each issuer of the Pledged Stock not to issue any
shares of stock or other securities in addition to or in substitution for
the Pledged Stock, (ii) pledge hereunder, immediately upon its acquisition
(directly or indirectly) thereof, any and all additional shares of capital
stock issued to the Obligor (the "Additional Shares") and any and all
Additional Debt, and (iii) promptly (and in any event within three business
days) deliver to the Holder an amendment to this Agreement, duly executed
by the Obligor, in respect of the Additional Shares or Additional Debt,
together with all certificates, notes or other instruments representing or
evidencing the same. The Obligor agrees that all Additional Shares and
Additional Debt listed on any such amendment delivered to the Holder shall
for all purposes hereunder constitute Pledged Stock and Pledged Debt,
respectively, and (iii) is deemed to have made, upon such delivery, the
representations and warranties contained in Article IV hereof with respect
to such Collateral.

     5.04 Intellectual Property. (a) The Obligor (either itself or through
licensees) will, for each Trademark, (i) to the extent consistent with past
practice and good business judgment, continue to use such Trademark on each
and every trademark class of goods applicable to its current line as
reflected in its current catalogs, brochures and price lists in order to
maintain such Trademark in full force and effect free from any claim of
abandonment for nonuse, (ii) maintain as in the past the quality of
products and services offered under such Trademark, (iii) employ such
Trademark with the appropriate notice of registration and (iv) not (and not
permit any licensee or sublicensee to) do any act or knowingly omit to do
any act whereby any Trademark material to the conduct of its business may
become invalidated.

          (b) The Obligor (either itself or through licensees) will not do
any act or knowingly omit to do any act whereby any Patent or Copyright
material to the conduct of its business may become abandoned or dedicated.

          (c) The Obligor shall notify the Holder immediately if it knows
or has reason to know that any Intellectual Property material to the
conduct of its business may become abandoned or dedicated, or of any
adverse determination or development (including the institution of, or any
such determination or development in, any proceeding before any
governmental Person) regarding the Obligor's ownership of any Intellectual
Property material to its business, its right to apply for registration or
register the same (as the case may be), or its right to keep, use and
maintain the same.

          (d) The Obligor will take all necessary steps that are consistent
with good business practices in any proceeding before any appropriate
governmental Person to maintain and pursue each application relating to any
Intellectual Property (and to obtain the relevant registrations) and to
maintain each registration material to the conduct of its business,
including but not limited to payment of maintenance fees, filing of
applications for renewal, affidavits of use, affidavits of incontestability
and opposition, interference and cancellation proceedings.

          (e) In the event that any Intellectual Property material to the
conduct of its business is infringed, misappropriated or diluted by, or
comes in conflict with, a third party, the Obligor shall notify the Holder
within ten days after it learns of such event and shall, if consistent with
good business practice, promptly sue for infringement, misappropriation or
dilution, seek temporary restraints and preliminary injunctive relief to
the extent practicable, seek to recover any and all damages for such
infringement, misappropriation or dilution and take such other actions as
are appropriate under the circumstances to protect such Collateral.

          (f) The Obligor shall prosecute diligently any application for
any Intellectual Property pending as of the date of this Agreement or
thereafter made until the termination of this Agreement, make application
on uncopyrighted but copyrightable material, unpatented but patentable
inventions and unregistered but registerable Trademarks and preserve and
maintain all rights in applications for any Intellectual Property;
provided, however, that the Obligor shall have no obligation to make any
such application if making such application would be unnecessary or
imprudent in the good faith business judgment of the Obligor. Any expenses
incurred in connection with such an application shall be borne by the
Obligor.

          (g) The Holder shall have the right but shall in no way be
obligated to bring suit in its own name to enforce the Copyrights, Patents
and Trademarks or any other Intellectual Property and any license under
such Intellectual Property, in which event the Obligor shall, at the
request of the Holder, do any and all lawful acts and execute and deliver
any and all proper documents required by the Holder in aid of such
enforcement action.

Article VI.  Remedies.

     6.01 Events of Default, Etc. If any Event of Default shall have
occurred and be continuing:

          (a) the Holder in its discretion may require the Obligor to, and
the Obligor shall, assemble the Collateral owned by it at such place or
places, reasonably convenient to both the Holder and the Obligor,
designated in the Holder's request;

          (b) the Holder in its discretion may make any reasonable
compromise or settlement it deems desirable with respect to any of the
Collateral and may extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, all or any part of the
Collateral;

          (c) the Holder in its discretion may, in its name or in the name
of the Obligor or otherwise, demand, sue for, collect or receive any money
or property at any time payable or receivable on account of or in exchange
for all or any part of the Collateral, but shall be under no obligation to
do so;

          (d) the Holder in its discretion may, upon five business days'
prior written notice to the Obligor of the time and place, with respect to
all or any part of the Collateral which shall then be or shall thereafter
come into the possession, custody or control of the Holder, or its agents,
sell, lease or otherwise dispose of all or any part of such Collateral, at
such place or places as the Holder deems best, for cash, for credit or for
future delivery (without thereby assuming any credit risk) and at public or
private sale, without demand of performance or notice of intention to
effect any such disposition or of time or place of any such sale (except
such notice as is required above or by applicable statute and cannot be
waived), and the Holder or any other Person may be the Holder, lessee or
recipient of any or all of the Collateral so disposed of at any public sale
(or, to the extent permitted by law, at any private sale) and thereafter
hold the same absolutely, free from any claim or right of whatsoever kind,
including any right or equity of redemption (statutory or otherwise), of
the Obligor, any such demand, notice and right or equity being hereby
expressly waived and released. In the event of any sale, assignment,
license or other disposition of any of the Trademark Collateral, the
goodwill and business or portion thereof connected with and symbolized by
the Trademark Collateral subject to such disposition shall be included, and
the Obligor shall supply to the Holder or its designee, for inclusion in
such sale, assignment, license or other disposition, all Intellectual
Property relating to such Trademark Collateral. The Holder may, without
notice or publication, adjourn any public or private sale or cause the same
to be adjourned from time to time by announcement at the time and place
fixed for the sale, and such sale may be made at any time or place to which
the sale may be so adjourned; and

          (e) the Holder shall have, and in its discretion may exercise,
all of the rights, remedies, powers and privileges with respect to the
Collateral of a secured party under the Uniform Commercial Code (whether or
not the Uniform Commercial Code is in effect in the jurisdiction where such
rights, remedies, powers and privileges are asserted) and such additional
rights, remedies, powers and privileges to which a secured party is
entitled under the laws in effect in any jurisdiction where any rights,
remedies, powers and privileges in respect of this Agreement or the
Collateral may be asserted, including the right, to the maximum extent
permitted by law, to exercise all voting, consensual and other powers of
ownership pertaining to the Collateral as if the Holder were the sole and
absolute owner of the Collateral (and the Obligor agrees to take all such
action as may be appropriate to give effect to such right).

          The proceeds of, and other realization upon, the Collateral by
virtue of the exercise of remedies under this Section 6.01 and of the
exercise of the license granted to the Holder in Section 2.03 shall be
applied in accordance with Section 6.04.

     6.02 Deficiency. If the proceeds of, or other realization upon, the
Collateral by virtue of the exercise of remedies under Section 6.01 and of
the exercise of the license granted to the Holder in Section 2.03 are
insufficient to cover the costs and expenses (including attorneys fees) of
such exercise and the payment in full of the other Secured Obligations, the
Obligor shall remain liable for any deficiency.

     6.03 Private Sale. (a) The Holder shall incur no liability as a result
of the sale, lease or other disposition of all or any part of the
Collateral at any private sale pursuant to Section 6.01 conducted in a
commercially reasonable manner. The Obligor hereby waives any claims
against the Holder arising by reason of the fact that the price at which
the Collateral may have been sold at such a private sale was less than the
price which might have been obtained at a public sale or was less than the
aggregate amount of the Secured Obligations, even if the Holder accepts the
first offer received and does not offer the Collateral to more than one
offeree.

          (b) The Obligor recognizes that, by reason of certain
prohibitions contained in the Securities Act and applicable state
securities laws, the Holder may be compelled, with respect to any sale of
all or any part of the Collateral, to limit the Holder to those who will
agree, among other things, to acquire the Collateral for their own account,
for investment and not with a view to distribution or resale. The Obligor
acknowledges that any such private sales may be at prices and on terms less
favorable to the Holder than those obtainable through a public sale without
such restrictions, and, notwithstanding such circumstances, agrees that any
such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Holder shall have no obligation to engage in
public sales and no obligation to delay the sale of any Collateral for the
period of time necessary to permit the respective Issuer of such Collateral
to register it for public sale.

     6.04 Application of Proceeds. Except as otherwise expressly provided
in this Agreement and except as provided below in this Section 6.04, the
proceeds of, or other realization upon, all or any part of the Collateral
by virtue of the exercise of remedies under Section 6.01 or of the exercise
of the license granted in Section 2.03, and any other cash at the time held
by the Holder under Article III or this Article VI, shall be applied by the
Holder:

     First, to the payment of the costs and expenses of such exercise of
remedies, including reasonable out-of-pocket costs and expenses of the
Holder, the fees and expenses of its agents and counsel and all other
expenses incurred and advances made by the Holder in that connection;

     Second, to the Holder for amounts due and unpaid on the Notes for
principal and
interest and all other amounts due and unpaid under the Loan Documents.

     Third, to the Obligor or any other obligor on the Notes, as their
interests may appear, or as a court of competent jurisdiction may direct.

     As used in this Article VI, "proceeds" of Collateral shall mean cash,
securities and other property realized in respect of, and distributions in
kind of, Collateral, including any property received under any bankruptcy,
reorganization or other similar proceeding as to the Obligor or any issuer
of, or account debtor or other obligor on, any of the Collateral.

Article VII.  Miscellaneous.

     7.01 Waiver. No failure on the part of the Holder or any Holder to
exercise and no delay in exercising, and no course of dealing with respect
to, any right, remedy, power or privilege under this Agreement shall
operate as a waiver of such right, remedy, power or privilege, nor shall
any single or partial exercise of any right, remedy, power or privilege
under this Agreement preclude any other or further exercise of any such
right, remedy, power or privilege or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges
provided in this Agreement are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

     7.02 Notices. All notices and, consents, requests, instructions,
approvals, financial statements, reports and other communications to be
given under this Agreement shall be deemed given, if in writing and
delivered personally, by telecopy or sent by registered mail, postage
prepaid to:

          if to the Obligor:         Bio-Plexus, Inc.
                                     129 Reservoir Road
                                     Vernon, CT  06066
                                     Attention: Carl Sahi
                                     Fax: (860) 870-6118

          with a copy to:            Pepe & Hazard LLP
                                     Goodwin Square
                                     Hartford, CT  06103
                                     Attention: Walter W. Simmers, Esq.
                                     Fax: (860) 522-2796

          if to the Holder:          c/o Appaloosa Management, L.P.
                                     26 Main St., 1st Floor
                                     Chatham, NJ  07928
                                     Attention: Mr. James Bolin
                                     Fax: (973) 701-7055

          with a copy to:            Fried, Frank, Harris, Shriver & Jacobson
                                     One New York Plaza
                                     New York, NY  10004
                                     Attention: Robert C. Schwenkel, Esq.
                                     Fax: (212) 859-4000


     7.03 Expenses, Etc. The Obligor agrees to pay or to reimburse the
Holder for all costs and expenses (including reasonable attorney's fees and
expenses) that may be incurred by the Holder in any effort to enforce any
of the provisions of Article VI, or any of the obligations of the Obligor
in respect of the Collateral or in connection with (a) the preservation of
the Lien of, or the rights of the Holder under this Agreement or (b) any
actual or attempted sale, lease, disposition, exchange, collection,
compromise, settlement or other realization in respect of, or care of, the
Collateral, including all such costs and expenses (and reasonable
attorney's fees and expenses) incurred in any bankruptcy, reorganization,
workout or other similar proceeding.

     7.04 Amendments. This Agreement may be amended as to the Holder and
its respective successors and assigns, and the Obligor may take any action
herein prohibited, or omit to perform any act required to be performed by
it, if the Obligor shall obtain the written consent of the Holder. This
Agreement may not be waived, changed, modified, or discharged orally, but
only by an agreement in writing signed by the party or parties against whom
enforcement of any waiver, change, modification or discharge is sought or
by parties with the right to consent to such waiver, change, modification
or discharge on behalf of such party.

     7.05 Successors and Assigns. All covenants and agreements contained
herein shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.

     7.06 Survival. All covenants, agreements, representations and
warranties contained herein and in any certificates delivered pursuant
hereto in connection with the transactions contemplated hereby shall
survive the Closing and the delivery of the Loan Documents, regardless of
any investigation made by or on behalf of any party.

     7.07 Agreements Superseded. Except with respect to express references
to other Loan Documents, this Agreement supersedes all prior agreements and
understandings, written or oral, among the parties with respect to the
subject matter of this Agreement.

     7.08 Severability. If any term, provision, covenant or restriction of
this Agreement or any exhibit hereto is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement and such
exhibits shall remain in full force and effect and shall in no way be
affected, impaired or invalidated. It is hereby stipulated and declared to
be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such
which may be hereafter declared invalid, void or unenforceable.

     7.09 Captions. The table of contents and captions and section headings
appearing in this Agreement are included solely for convenience of
reference and are not intended to affect the interpretation of any
provision of this Agreement.

     7.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more of the counterparts have been
signed by each party and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.

     7.11 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE
LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW
OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A
JURISDICTION OTHER THAN SUCH STATE.

     7.12 Submission to Jurisdiction. If any action, proceeding or
litigation shall be brought by the Holder in order to enforce any right or
remedy under this Agreement, the Obligor hereby consents and will submit,
and will cause each of its Subsidiaries to submit, to the jurisdiction of
any state or federal court of competent jurisdiction sitting within the
area comprising the Southern District of New York on the date of this
Agreement. The Obligor hereby irrevocably waives any objection, including,
but not limited to, any objection to the laying of venue or based on the
grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any such action, proceeding or litigation in such jurisdiction.

     7.13. Service of Process. Nothing herein shall affect the right of the
Holder to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against the Obligor in any other
jurisdiction.

     7.14. WAIVER OF JURY TRIAL. THE OBLIGOR HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS
AGREEMENT.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.



                                   BIO-PLEXUS, INC.


                                   By: /s/ Carl Sahi
                                      --------------------------------------
                                      Name:  Carl Sahi
                                      Title: President & CEO


                                   APPALOOSA INVESTMENT LIMITED
                                       PARTNERSHIP I, L.P.

                                   By:  Appaloosa Management, L.P., its
                                          General Partner
                                   By:  Appaloosa Partners Inc., its General
                                          Partner


                                   By: /s/ James E. Bolin
                                      --------------------------------------
                                      Name:  James E. Bolin
                                      Title: Vice President


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