<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>zynex8kex102_1062005.txt
<DESCRIPTION>WARRANT
<TEXT>
                                                                    Exhibit 10.2


THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE (Y)ACT"), OR THE SECURITIES LAWS OF
ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT
BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE
OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS
EXEMPT FROM REGISTRATION.

                            WARRANT TO PURCHASE STOCK

Company: Zynex Medical Holdings, Inc., a Nevada corporation
Number of Shares: 50,000
Class of Stock: Series Common
Warrant Price: $0.71 per share
Issue Date: Is the Warrant Effective Date, which is the date in which the Holder
executes this Warrant Expiration Date: The 7th anniversary after the Issue Date

     THIS  WARRANT  CERTIFIES  THAT,  for the agreed upon value of $1.OO and for
other  good and  valuable  consideration,  SILICON  VALLEY  BANK  ("Holder")  is
entitled to purchase  the number of fully paid and  nonassessable  shares of the
class  of  securities  (the  "Shares")  of  Zynex  Medical,   Inc.,  a  Colorado
corporation  (the "Company") at the Warrant Price, all as set forth above and as
adjusted  pursuant 10 Article 2 of this Warrant,  subject to the  provisions and
upon the terms and conditions set forth in this Warrant.


ARTICLE 1. EXERCISE.
           ---------

     1.1 Method of Exercise.  Holder may exercise  this Warrant by  delivering a
duly executed Notice of Exercise in substantially  the form attached as Appendix
1 to the  principal  office of the  Company.  Unless  Holder is  exercising  the
conversion  right set forth in Article  1.2,  Holder  shall also  deliver to the
Company a check,  wire transfer (to an account  designated  by the Company),  or
other form of payment  acceptable to the Company for the aggregate Warrant Price
for 'the Shares being purchased.

     1.2 Conversion  Right.  In lieu of exercising  this Warrant as specified in
Article 1.1,  Holder may from time to time convert this Warrant,  in whole or in
part,  into a number of Shares  determined  by dividing (a) the  aggregate  fair
market value of the Shares or other securities  otherwise issuable upon exercise
of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair
market  value  of one  Share.  The fair  market  value  of the  Shares  shall be
determined pursuant. to Article 1.3.

     1.3 Fair Market Value. If the Company's  common stock is traded in a public
market  and the Shares are common  stock,  the fair  market  value of each Share
shall be the closing price of a Share reported for the business day  immediately
before Holder delivers its Notice of Exercise to the Company (or in the instance
where the


<PAGE>


Warrant is exercised  immediately  prior to the  effectiveness  of the Company's
initial public offering,  the "price to public" per share price specified in the
final  prospectus  relating to such offering).  If the Company's common stock is
traded in a public  market and the Shares are preferred  stock,  the fair market
value of a Share shall be the closing price of a share of the  Company's  common
stock  reported for the  business day  immediately  before  Holder  delivers its
Notice of  Exercise to the Company  (or,  in the  instance  where the Warrant is
exercised immediately prior to the effectiveness of the Company's initial public
offering,  the initial "price to public" per share price  specified in the final
prospectus relating to such offering),  in both cases,  multiplied by the number
of shares of the Company's  common stock into which a Share is  convertible.  If
the  Company's common  stock is not  traded  in a public  market,  the Board of
Directors of the Company  shall  determine  fair market value in its  reasonable
good faith judgment.

     1.4  Delivery  of  Certificate  and  New  Warrant.  Promptly  after  Holder
exercises  or converts  this Warrant and, if  applicable,  the Company  receives
payment of the  aggregate  Warrant  Price,  the Company  shall deliver to Holder
certificates  for the Shares  acquired  and, if this  Warrant has not been fully
exercised or converted  and has 'not  expired,  a new Warrant  representing  the
Shares not so acquired.

     1.5 Replacement of Warrants. On receipt Of evidence reasonably satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of loss,  theft or  destruction,  on  delivery of an  indemnity
agreement  reasonably  satisfactory in form and amount to the Company or, in the
case of mutilation on surrender and  cancellation  of this Warrant,  the Company
shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor.

     1.6  Treatment of Warrant Upon Acquisition of Company.

     1.6.1 "Acquisition".  For the purpose of this Warrant,  "Acquisition" means
any sale,  license,  or other  disposition  of all or  substantially  all of the
assets of the Company,  or any reorganization,  consolidation,  or merger of the
Company where the holder of the  Company's  securities  before the  transaction,
beneficially  own less  than 50% of the  outstanding  voting  securities  of the
surviving entity after the transaction., .

     1.6.2 Treatment of Warrant at Acquisition.

A) Upon the written request of the Company, Holder agrees-that,  in the event of
an Acquisition that is not an asset sale and in which the sole  consideration is
cash,  either (a) Holder shall  exercise its  conversion or purchase right under
this Warrant and such exercise will be deemed effective immediately prior to the
consummation  of such  Acquisition  or (b) if Holder  elects not to exercise the
Warrant, this Warrant will expire upon the consummation of such Acquisition. The
Company shall provide the Holder with written notice of its request  relating to
the  foregoing  (together  with such  reasonable  information  as the Holder may
request in connection  with such  contemplated  Acquisition  giving rise to such
notice),  which is to be delivered to Holder,  not less than ten (10) days prior
to the closing of the proposed Acquisition.


B) Upon the written request of the Company,  Holder agrees that, in the event of
an Acquisition that is an "arms length" sale of all or substantially  all of the
Company's assets (and only its assets) to a third party that is not an Affiliate
(as defined below) of


<PAGE>


the  Company  (a "True  Asset  Sale),  either  (a)  Holder  shall  exercise  its
conversion or purchase right under this Warrant and such exercise will be deemed
effective  immediately  prior to the  consummation of such Acquisition or (b) if
Holder elects not to exercise the Warrant,  this Warrant will continue until the
Expiration  Date if the  Company  continues  as a going  concern  following  the
closing of any such,  True Asset Sale. The Company shall provide the Holder with
written  notice of its request  relating to the  .foregoing  (together with such
reasonable  information  as the  Holder may  request  'in  connection  with such
contemplated  Acquisition giving rise to such notice),  which is to be delivered
to Holder  not less  than ten (10) days  prior to the  closing  of the  proposed
Acquisition.

C) ,Upon the closing .of any Acquisition other than those particularly described
in  subsections  (A) and (B)  above,  the  successor  entity  shall  assume  the
obligations of this Warrant,  and this Warrant shall be exercisable for the same
securities,  cash, and property as would be payable for the Shares issuable upon
exercise  of the  unexercised  portion.  of this  Warrant as if such Shares were
outstanding on the record date for the Acquisition and subsequent  closing.  The
Warrant Price and/or number of Shares shall be adjusted accordingly.

As used herein "Affiliate" shall mean any person or entity that owns or controls
directly or  indirectly  ten (10)  percent or more of the stock of Company,  any
person or entity that controls or is  controlled  by or is under common  control
with such persons or entities,  and each of such person's or entity's  officers,
directors, joint ventures or partners, as applicable.


ARTICLE 2. ADJUSTMENTS TO THE SHARES.
           --------------------------

     2.1  Stock  Dividends.  Splits.  Etc.  If the  Company  declares  or pays a
dividend' on the Shares payable in common stock, or other securities, then' upon
exercise of this Warrant, for each Share acquired, Holder shall receive, without
cost to Holder,  the total number and kind of  securities  to which Holder would
have been  entitled  had  Holder  owned the  Shares of record as of the date the
dividend occurred.  If the Company subdivides the Shares by  reclassification or
otherwise  into a greater  number of  shares  or takes  any other  action  which
increase the amount of stock into which the Shares are  convertible,  the number
of shares  purchasable  hereunder  shall be  proportionately  increased  and the
Warrant Price shall be proportionately  decreased. If the outstanding shares are
combined or consolidated,  .,by  reclassification  or otherwise',  into a lesser
number of shares, the Warrant Price shall be  proportionately  increased and the
number of Shares shall be proportionately decreased'

     2.2  Reclassification.  Exchange.  Combinations or  Substitution.  Upon any
reclassification,  exchange,  substitution,  or other  event  that  results in a
change of the number  and/or class of the  securities  issuable upon exercise or
conversion of this Warrant,  Holder shall be entitled to receive,  upon exercise
or conversion of this  Warrant,  the number and kind of securities  and property
that  Holder  would  have  received  for,  the Shares if this  Warrant  had been
exercised immediately before such reclassification,  exchange,  substitution, or
other  event.  Such an event  shall  include  any  automatic  conversion  of the
outstanding or issuable securities of the Company of the same class or series as
the Shares to common stock  pursuant to the terms of the  Company's  Articles or
Certificate  (as applicable) of  Incorporation  upon the closing of a registered
public  offering of the  Company's  common  stock.  The Company or its successor
shall promptly


<PAGE>


issue to Holder an amendment to this Warrant  setting  forth the number and kind
of such new securities or other property issuable upon exercise or conversion of
this Warrant as a result of such  reclassification,  exchange,  substitution  or
other event that results in a change of the number  and/or  class of  securities
issuable upon  exercise or  conversion  of this  Warrant.  The amendment to this
Warrant shall provide for adjustments which shall be as nearly equivalent as may
be  practicable  to the  adjustments  provided  for in this Article 2 including,
without  limitation;  adjustments  to the  Warrant  Price  and to the  number of
securities or property issuable upon exercise of the new Warrant. The provisions
of this  Article  2.2 shall  similarly  apply to  successive  reclassifications,
exchanges, substitutions, or other events.

     2.3 Intentionally Omitted.


<PAGE>



     2.4 No  Impairment.  The Company shall not, by amendment of its Articles or
Certificate  (as  applicable)  of  Incorporation  or  through a  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue,' or sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of the terms to be  observed  or  performed  under  this
Warrant by the Company,  but shall at all times in good faith assist in carrying
out of all the provisions of this Article 2 and in taking all such action as may
be  necessary  or  appropriate  to protect  Holder's  rights  under this Article
against impairment. ' .

     2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise
en  conversion  of this  Warrant and the number of Shares to be issued  shall be
rounded down to the nearest whole Share.  If a fractional  share interest arises
upon any exercise or conversion of the Warrant, the Company shall eliminate such
fractional  share  interest by paying Holder the amount  computed by multiplying
the fractional interest by the fair market value of a full Share. '

     2.6  Certificate  as to  Adjustments.  Upon each  adjustment of the Warrant
Price,  the  Company  shall  promptly  notify  Holder in  writing,  and,  at the
Company's expense,  promptly compute such adjustment,  and furnish Holder with a
certificate of its Chief Financial Officer setting forth such adjustment and the
facts upon which such  adjustment  is based.  The Company  shall,  upon  written
request,  furnish Holder a certificate setting forth the Warrant Price in effect
upon the date  thereof  and the series of  adjustments  leading to such  Warrant
Price.


 ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
            ---------------------------------------------

     3.1 Representations and Warranties.  The Company represents and warrants to
the Holder as follows: '

     (a) The initial Warrant Price  referenced on the first page of this Warrant
is not greater  than the average  fair market value of the Shares as of the five
trading days immediately prior to the date of this Warrant.

     (b) All Shares which may be issued upon the exercise of the purchase  right
represented  by  this  Warrant,  and  all  securities,  if  any,  issuable  upon
conversion of the Shares,  shall,  upon issuance,  be duly  authorized,  validly
issued,  fully paid and  nonassessable,  and free of any liens and  encumbrances
except for  restrictions  on transfer  provided  for herein or under  applicable
federal and state securities laws.

     3.2 Notice of Certain  Events.  If the Company  proposes at any time (a) to
declare any  dividend or  distribution  upon any of its stock,  whether in cash,
property, stock, or other securities and whether or not a regular cash dividend;
(b) to offer  for sale any  shares  of the  Company's  capital  stock  (or other
securities  convertible into such capital stock), other than (i) pursuant to the
Company's  stock option or other  compensatory  plans,  (ii) in connection  with
commercial credit  arrangements or equipment  financings,  or (Hi) in connection
with  strategic  transactions  for purposes other than capital  raising;  (c) to
effect any  reclassification  or  recapitalization  of any of its stock;  (d) to
merge  or  consolidate  with or into any  other  corporation,  or  sell,  lease,
license,  or convey all or  substantially  all of its assets,  or to  liquidate,
dissolve or wind up; or (e) offer holders of registration rights the opportunity
to participate in an underwritten  public  offering of the Company's  securities
for cash,  then,  in  connection  with each such event,  the Company  shall give
Holder:  (1) at least 10 days prior written notice of the date on which a record
will be taken for such  dividend,  distribution,  or  subscription  rights  (and
specifying  the date on which the  holders  of  common  stock  will be  entitled
thereto) or for  determining  rights to vote,  if any, in respect of the matters
referred to in (a) and (b) above;  (2) in the case of the matters referred to in
(c) and (d)  above at least 10 days  prior  written  notice of the date when the
same will take place  (and  specifying  the date on which the  holders of common
stock will be entitled to exchange  their common stock for  securities  or other
property  deliverable upon the occurrence of such event); and (3) in the case of
the matter referred to in (e) above,  the same notice as is given to the holders
of such registration rights.

     3.3 Intentionally Omitted.

     3.4 No Shareholder Rights.  Except as provided in this Warrant,  the Holder
will not have .any rights as a shareholder  of the Company until the exercise of
this Warrant.


ARTICLE 4. REPRESENTATIONS. WARRANTIES OF THE HOLDER.
           ------------------------------------------

     The Holder represents and warrants to the Company as follows:

     4.1  Purchase  for Own  Account.  This  Warrant  and the  securities  to be
acquired  upon  exercise  of this  Warrant by the Holder  will be  acquired  for
investment for the Holder's  account,  not as a nominee or agent, and not with a
view to the public resale or distribution  within the meaning of the Act. Holder
also represents that the Holder has not been formed for the specific  purpose of
acquiring this Warrant or the Shares.

     4.2  Disclosure  of  Information.  The Holder has  received or has had full
access to all the  information it considers  necessary or appropriate to make an
informed investment decision with respect to the acquisition of this Warrant and
its  underlying  securities.  The Holder  further has had an  opportunity to ask
questions  and  receive  answers  from  the  Company  regarding  the  terms  and
conditions of the offering of this Warrant and its underlying  securities and to
obtain  additional  information  (to  the  extent  the  Company  possessed  such
information  or  could  acquire  it  without  unreasonable  effort  or  expense)
necessary  to verify  any  information  furnished  to the Holder or to which the
Holder has access.

     4.3 Investment Experience. The Holder understands that the purchase of this
Warrant and its underlying  securities involves substantial risk. The Holder has

<PAGE>


experience as an investor in securities  of companies in the  development  stage
and  acknowledges  that the Holder can bear the economic  risk of such  Holder's
investment in this Warrant and its underlying  securities and has such knowledge
and  experience  in financial or business  matters that the Holder is capable of
evaluating  the  merits  and risks of its  investment  in this  Warrant  and its
underlying securities and/or has a preexisting personal or business relationship
with the Company and certain of its officers,  directors or controlling  persons
of a nature and duration  that enables the Holder to be aware of the  character,
business acumen and financial circumstances of such persons.

     4.4 Accredited  Investor  Status.  The Holder is an  "accredited  investor"
within the meaning of Regulation D promulgated under the Act.

     4.5 The Act.  The  Holder  understands  that this  Warrant  and the  Shares
issuable upon exercise or conversion  hereof have not been registered  under the
Act in reliance upon a specific  exemption there from,  which exemption  depends
upon, among other things, the bona fide nature of the Holder's investment intent
as expressed  herein.  The Holder  understands  that this Warrant and the Shares
issued upon any exercise or conversion hereof must be held  indefinitely  unless
subsequently  registered  under the Act and  qualified  under  applicable  state
securities  laws, or unless exemption from such  registration and  qualification
are otherwise available.


ARTICLE 5. MISCELLANEOUS.
           --------------

     5.1 Term:  This Warrant is  exercisable in whole or in part at any time and
from time to time on or before the Expiration Date.

     5.2  Legends.  This  Warrant and the Shares (and the  securities  Issuable,
directly  or  indirectly,  upon  conversion  of the  Shares,  if any)  shall  be
imprinted with a legend in substantially the following form:

     THIS WARRANT AND THE SHARES  ISSUABLE  HEREUNDER  HAVE NOT BEEN  REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES
     LAWS OF ANY STATE AND,  EXCEPT AND PURSUANT TO THE  PROVISIONS OF ARTICLE 5
     BELOW,  MAY NOT BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED,  PLEDGED  OR
     HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE 5T A
     TE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE
     SATISFACTORY  TO THE  ISSUER  OF  THESE  SECURITIES,  SUCH  OFFER,  SALE OR
     TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION

     5.3  Compliance  with  Securities  Laws on  Transfer.  This Warrant and the
Shares  issuable  upon  exercise of this Warrant (and the  securities  issuable,
directly  or  indirectly,  upon  conversion  of the  Shares,  if any) may not be
transferred or assigned in whole or in part without  compliance  with applicable
federal  and  state  securities  laws  by  the  transferor  and  the  transferee
(including,  without  limitation,  the  delivery  of  investment  representation
letters and legal opinions reasonably satisfactory to the Company, as reasonably
requested by the Company).  The Company  shall not require  Holder to provide an
opinion of counsel if the transfer is to Holder's parent company,  SVB Financial

<PAGE>


Group (formerly  Silicon Valley  Bancshares),  or any other affiliate of Holder.
Additionally,  the Company shall also not require an opinion of counsel if there
is no  material  question  as to the  availability  of  current  information  as
referenced  in Rule 144(c),  Holder  represents  that it has complied  with Rule
144(d) and (e) in reasonable  detail,  the selling broker represents that it has
complied with Rile 144(f),  and the Company is provided with a copy  of-Holder's
notice of proposed sale.

     5.4 Transfer  Procedure.  Upon  receipt by Holder of the executed  Warrant,
Holder  will  transfer  all of this  Warrant to  Holder's  parent  company,  SVB
Financial  Group,  by execution of an  Assignment  substantially  in the form of
Appendix 2. Subject to the provisions of Article 5.3 and upon providing  Company
with written notice, SVB Financial Group and any, subsequent Holder may transfer
all or part of this Warrant or the Shares issuable upon exercise of this Warrant
(or the Shares issuable  directly or indirectly,  upon conversion of the Shares,
if any) to any  transferee,  provided,  however,  in  connection  with  any such
transfer,  SVB Financial  Group or any  subsequent  Holder will give the Company
notice of the portion of the Warrant being  transferred  with the name,  address
and taxpayer  identification  number of the transferee and Holder will surrender
this Warrant to the Company for reissuance to the  transferee(s)  (and Holder if
applicable).  The Company may refuse to transfer  this  Warrant or the Shares to
any person who directly  competes with the Company,  unless, in either case, the
stock of the Company is publicly traded.

     5.5 Notices.  All notices and other  communications from the Company to the
Holder,  or vice  versa,  shall be deemed  delivered  and  effective  when given
personally  or mailed by  first-class  registered  or  certified  mail,  postage
prepaid,  at such  address  as may have been  furnished  to the  Company  or the
Holder,  as the case may (or on the first  business  day after  transmission  by
facsimile)  be, in writing  by the  Company  or such  Holder  from time to time.
Effective  upon receipt of the fully executed  Warrant and the initial  transfer
described in Article 5.4 above,  all notices to the Holder shall be addressed as
follows until the Company  receives notice of a change of address in connection.
with a transfer or otherwise:

                         SVB Financial Group
                         Attn: Treasury Department 3003 Tasman
                         Drive, HA 200 Santa Clara, CA 95054
                         Telephone: 408-654-7400 Facsimile:
                         408-496-2405

Notice to the Company  shall be addressed as follows  until the Holder  receives
notice of a change in address:

                         Zynex Medical, Inc.
                         8100 South Park Way, Suite A-9 Littleton,
                         CO 80120
                         Attn:____________________________________
                         (ADDRESS):_______________________________
                         Telephone:_______________________________
                         Facsimile:_______________________________

<PAGE>


     5.6  Waiver.  This  Warrant  and any term  hereof may be  changed,  waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.

     5.7  Attorneys'  Fees.  In the event of any  dispute  between  the  parties
concerning  the terms and  provisions of this Warrant,  the party  prevailing in
such  dispute  shall be  entitled  to  collect  from the  other  party all costs
incurred in such dispute, including reasonable attorney's fees.

     5.8  Automatic  Conversion  Upon  Expiration.  In the event that,  upon the
Expiration Date, the fair market value of one Share (or other security  issuable
upon the exercise  hereof) as determined in accordance with Section 1.3 above is
greater than the Warrant  Price in effect on such date,  then this Warrant shall
automatically  be  deemed  on and as of such date to be  converted  pursuant  to
Section 1.2 above as to all Shares (or such other securities) for which it shall
not previously have been exercised or converted,  and the Company shall promptly
deliver a certificate  representing the Shares (or such other securities) issued
upon such conversion to the Holder.

     5.9  Counterparts.  This Warrant may be executed in  counterparts,  all of
which together shall constitute one and the same agreement.

     5.10  Governing  Law. This Warrant  shall be governed.  by and construed in
accordance  with the laws of the State of California,  'without giving effect to
its principles regarding conflicts of Jaw.




"COMPANY"

ZYNEX MEDICAL, INC.


By:                                     By:
   -----------------------------------     -------------------------------------

Name:                                   Name:
     ---------------------------------       -----------------------------------
     (Print)                                 (Print) Title: Chief Financial
     Title: Chairman of the Board,           Officer, Secretary,  Assistant
     President or Vice President             Treasurer or Assistant Secretary


 "HOLDER"

 SILICON VALLEY BANK

By:
   -----------------------------------

Name:
     ---------------------------------
     (Print)


<PAGE>


Title:
      --------------------------------

Warrant Effective Date:
                        --------------

<PAGE>


                                   APPENDIX 1

                               NOTICE OF EXERCISE

     1. Holder elects to purchase  _________  shares of the  Common/Series______
Preferred [strike one] Stock of Zynex Medical, Inc. pursuant to the terms of the
attached  Warrant,  and tenders  payment of the purchase  price of the shares in
full.

             [or]

     1. Holder elects to convert the attached Warrant into  Shares/cash  [strike
one] in the manner  specified in the Warrant.  This  conversion is exercised for
_________ of the Shares covered by the Warrant.

             [Strike paragraph that does not apply.]

     2. Please issue a certificate or  certificates  representing  the shares in
the name specified below:

                                  ----------------------------------------------
                                  Holders Name

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

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

     3. By its execution below and for the benefit of the Company, Holder hereby
restates each of the  representations and warranties in Article 4 of the Warrant
as the date hereof.

                                          HOLDER:

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

                                          By:
                                                --------------------------------

                                          Name:
                                                --------------------------------

                                          Title:
                                                --------------------------------

                                          (Date):
                                                --------------------------------

<PAGE>

                                   APPENDIX 2

                                   ASSIGNMENT
                                   ----------


For value received, Silicon Valley Bank hereby sells, assigns and transfers unto

                Name:           SVB Financial Group

                Address:        3003 Tasman Drive (HA-200)
                                Santa Clara, CA 95054

                Tax lD:         91-1962278


that certain  Warrant to Purchase Stock issued by  _______________________  (the
"Company"), on _________,200__ (the "Warrant") together with all rights, title
and interest therein.


                                                  SILICON VALLEY BANK

                                          By:
                                                --------------------------------

                                          Name:
                                                --------------------------------

                                          Title:
                                                --------------------------------

(Date):
       -------------------------


By its execution below. and for the benefit of the Company,  SVB Financial Group
makes each of the  representations  and warranties set forth in Article 4 of the
Warrant and agrees to all other provisions of the Warrant as of the date hereof.


<PAGE>



                                                  SVB FINANCIAL GROUP
                                          By:
                                                --------------------------------

                                          Name:
                                                --------------------------------

                                          Title:
                                                --------------------------------
</TEXT>
</DOCUMENT>
