1 EXHIBIT 4.1 [Purchaser] [Address] Dear Sirs: This letter sets forth the agreement between _________________________ (the "Purchaser") and_________ (the "Company") regarding the purchase by the Purchaser from the Company of the Company's common stock...

   1
                                                                     EXHIBIT 4.1



                                ___________, 2000



[Purchaser]
[Address]




Dear Sirs:

        This letter sets forth the agreement between _________________________
(the "Purchaser") and_________ (the "Company") regarding the purchase by the
Purchaser from the Company of the Company's common stock (the "Common Stock") on
the date hereof. The parties agree as follows:

1.             This Agreement relates to the purchase by the Purchaser of
        _________ shares (the "Shares") of the Company's Common Stock for an
        aggregate purchase price of $____________, which purchase is being
        settled by the parties on the date hereof.

2.             The Company is a corporation duly incorporated, validly existing
        and in good standing under the laws of _____________________. The
        Company has the requisite corporate power and authority to enter into
        and perform this Agreement and to issue and sell the Shares in
        accordance with the terms hereof. The execution, delivery and
        performance of this Agreement by the Company and the consummation by it
        of the transactions contemplated hereby have been duly and validly
        authorized by all necessary corporate action. This Agreement has been
        duly executed and delivered on behalf of the Company by a duly
        authorized officer. A copy of a duly executed secretary's certificate of
        the Company, including, among other things, duly executed resolutions of
        the Board of Directors of the Company, is attached hereto as Exhibit
        "A". This Agreement constitutes, or shall constitute when executed and
        delivered, a valid and binding obligation of the Company enforceable
        against the Company in accordance with its terms.

3.             The Shares have been duly authorized by all necessary corporate
        action and, when paid for or issued in accordance with the terms hereof,
        the Shares shall be validly issued and outstanding, fully paid and
        nonassessable, and the Purchaser shall be entitled to all rights
        accorded to a holder of Common Stock.

4.             The Company represents and warrants that (a) the Shares have been
        registered under the Securities Act of 1933, as amended (the "Securities
        Act"), pursuant to a registration statement on Form S-3, Commission File
        Number 333-__________ (the "Registration Statement"); and (b) the
        Company has filed a prospectus supplement to the Registration Statement
        (the "Prospectus Supplement") in connection with this transaction.
        Copies of the Registration Statement and the Prospectus Supplement, each
        as filed and, in the case of the Registration Statement, declared
        effective by the Securities and Exchange Commission, are annexed hereto
        as Exhibits "B" and "C", respectively.



   2

5.             The Company has taken all action necessary on its part to list
        the Shares for trading on the NASDAQ system or any relevant market or
        system, if applicable. A copy of the Company's listing application with
        NASDAQ or any other relevant market or system is attached hereto as
        Exhibit "D".

6.             The Company will continue to take all action necessary to
        continue the listing or trading of its Common Stock on the [Name of
        Exchange] or any relevant market or system, if applicable, and will
        comply in all respects with the Company's reporting, listing (including,
        without limitation, the listing of the Shares) or other obligations
        under the rules of the [Name of Exchange] or any relevant market or
        system.

7.             The Company has delivered or made available to the Purchaser true
        and complete copies of the filings on Forms 10-K, 10-Q and 8-K filed by
        the Company with the Securities and Exchange Commission since
        _______________ (collectively, the "Commission Filings"). The Company
        has not provided to the Purchaser any information which, according to
        applicable law, rule or regulation, should have been disclosed publicly
        by the Company but which has not been so disclosed, other than with
        respect to the transactions contemplated by this Agreement. As of their
        respective dates, each of the Commission Filings complied in all
        material respects with the requirements of the Securities Exchange Act
        of 1934 (the "Exchange Act") and the rules and regulations of the
        Commission promulgated thereunder and other federal, state and local
        laws, rules and regulations applicable to such documents, and, as of
        their respective dates, none of the Commission Filings referred to above
        contained any untrue statement of a material fact or omitted to state a
        material fact required to be stated therein or necessary in order to
        make the statements therein, in light of the circumstances under which
        they were made, not misleading. The financial statements of the Company
        included in the Commission Filings comply as to form in all material
        respects with applicable accounting requirements and the published rules
        and regulations of the Commission or other applicable rules and
        regulations with respect thereto. No event or circumstance has occurred
        or exists with respect to the Company or its subsidiaries or their
        respective businesses, properties, prospects, operations or financial
        condition, which, under applicable law, rule or regulation, requires
        public disclosure or announcement by the Company but which has not been
        so publicly announced or disclosed.

8.             The Company will promptly notify the Purchaser of (a) any stop
        order or other suspension of the effectiveness of the Registration
        Statement and (b) the happening of any event as a result of which the
        prospectus included in the Registration Statement includes an untrue
        statement of a material fact or omits 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.

9.             The Company may not issue a press release or otherwise make a
        public statement or announcement with respect to the completion of the
        transaction contemplated hereby, without the prior consent of the
        Purchaser.


   3

10.            The Company and the Purchaser will indemnify each other as
        provided in Exhibit "E" attached hereto against liability with respect
        to the Registration Statement (including, without limitation, the
        Prospectus Supplement) relating to the Shares which were sold by the
        Company to the Purchaser. For purposes of said Exhibit E, capitalized
        terms used therein without definition shall have the same meanings
        therein as are ascribed to said terms in this agreement.

11.            This Agreement and the legal relations between the parties hereto
        with respect to any purchase of Common Stock by the Purchaser hereunder
        shall be governed and construed in accordance with the substantive laws
        of the State of New York without giving effect to the conflicts of law
        principles thereunder.

        Delivery of an executed copy of a signature page to this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
copy of this Agreement and shall be effective and enforceable as the original.

        Please execute a copy of this letter which, when executed by the
Purchaser, will constitute an agreement between the Company and the Purchaser.



                                        Very truly yours,

                                        [COMPANY NAME]


                                        By:______________________________
                                              Name:
                                              Title:

AGREED TO:

PURCHASER:

[NAME]


By:______________________________
      Name:
      Title:


   4

                                   EXHIBIT 'A'

                             SECRETARY'S CERTIFICATE

                              as of August __, 2000


        The undersigned, ______________________, Secretary of [COMPANY], a
___________ corporation (the "Company"), delivers this certificate in connection
with the issuance and sale of shares of common stock, par value $.001 per share
(the "Common Stock"), of the Company and warrants to purchase shares of Common
Stock to _________________ (the "Purchaser") pursuant to the Purchase Agreement,
dated as of August __, 2000 (the "Agreement"), by and among the Company and the
Purchaser, and hereby certifies on the date hereof, that (capitalized terms used
herein without definition have the meanings assigned to them in the Agreement):

        1. Attached hereto as EXHIBIT I is a true and correct copy of all
written actions and resolutions of the Board of Directors (including any
committees thereof) of the Company relating to the transactions contemplated by
the Agreement; said actions and resolutions have not been amended, rescinded or
modified since their adoption and remain in full force and effect as of the date
hereof; said actions and resolutions are the only resolutions adopted by the
Board of Directors of the Company, or any committee thereof, pertaining to (A)
the offering of the Common Stock to be sold by the Company pursuant to the
Agreement, (B) the execution and delivery of the Agreement and (C) all other
transactions in connection with the foregoing.

        2. Each person who, as an officer of the Company, or as attorney-in-fact
of an officer of the Company, signed the Agreement and any other document
delivered prior hereto or on the date hereof in connection with the transactions
contemplated by the Agreement, was duly elected, qualified and acting as such
officer or duly appointed and acting as such attorney-in-fact, and the signature
of each such person appearing on any such document is his genuine signature.

        3. The actions, resolutions and other records of the Company relating to
all of the proceedings of the Stockholders of the Company, the Board of
Directors of the Company and any committees thereof made available to the
Purchaser and their counsel are the true, correct and complete copies thereof,
with respect to all proceedings of said Stockholders, Board of Directors and
committees thereof. Such records and other documents of the Company made
available to the Purchaser and their counsel were true and complete in all
respects. There have been no material changes, additions or alterations in said
records and other documents that have not been disclosed to the Purchaser.

        IN WITNESS WHEREOF, I have signed my name as of the date first above
written.



                                        By:______________________________
                                           Name:
                                           Title: Secretary




   5

         I, __________________, Chief Executive Officer of [COMPANY], do hereby
certify that ______________________ is the duly elected, qualified and acting
Secretary of the above mentioned company, and that the signature set forth above
is her true and genuine signature.


        IN WITNESS WHEREOF, I have hereunto signed my name as of the date first
above written.



                                        By:______________________________
                                           Name:
                                           Title: Chief Executive Officer


   6

                                   EXHIBIT 'E'

                            TERMS OF INDEMNIFICATION


(1)     INDEMNIFICATION BY THE COMPANY. The Company will indemnify and hold
        harmless the Purchaser and each person, if any, who controls the
        Purchaser within the meaning of Section 15 of the Securities Act of
        1933, as amended (the "Securities Act"); or Section 20(a) of the
        Securities Exchange Act, as amended (the "Exchange Act"); from and
        against any losses, claims, damages, liabilities, costs and expenses
        (including, without limitation, reasonable costs of defense and
        investigation and all attorneys' fees and expenses) to which the
        Purchaser and each person, if any, who controls the Purchaser may become
        subject, under the Securities Act or otherwise, insofar as such losses,
        claims, damages, liabilities and expenses (or actions in respect
        thereof) arise out of; or are based upon (i) any untrue statement or
        alleged untrue statement of a material fact contained, or incorporated
        by reference, in the Registration Statement relating to Shares being
        sold to the Purchaser (including the prospectus dated
        ____________________, 2000, and the prospectus supplement dated
        _________________ (the "Prospectus Supplement") which are a part of the
        Registration Statement), or any amendment or supplement to the
        Registration Statement, or (ii) the omission or alleged omission to
        state in that Registration Statement or any document incorporated by
        reference in the Registration Statement, a material fact required to be
        stated therein or necessary to make the statements therein not
        misleading (an "Indemnifiable Matter").

        The Company will reimburse the Purchaser and each such controlling
        person promptly upon demand for any legal or other costs or expenses
        reasonably incurred by the Purchaser or the controlling person in
        investigating, defending against, or preparing to defend against any
        claim relating to an Indemnifiable Matter, except that the Company will
        not be liable to the extent such claim, suit or proceeding which results
        in a loss, claim, damage, liability or expense arises out of, or is
        based upon, an untrue statement, alleged untrue statement, omission or
        alleged omission, included in any Prospectus Supplement or any amendment
        or supplement to the Prospectus Supplement in reliance upon, and in
        conformity with, written information furnished by the Purchaser to the
        Company for inclusion in the Prospectus Supplement.


(2)     INDEMNIFICATION PROCEDURES. Promptly after a person receives notice of a
        claim or the commencement of an action, suit or proceeding for which the
        person intends to seek indemnification under Paragraph (a) or (b), the
        person will notify the indemnifying party in writing of the claim or
        commencement of the action, suit or proceeding, but failure to notify
        the indemnifying party will not relieve the indemnifying party from
        liability under Paragraph (a) or (b), except to the extent the
        indemnifying party has been materially prejudiced by the failure to give
        notice. The indemnifying party will be entitled to participate in the
        defense of any claim, action, suit or proceeding as to which
        indemnification is being sought, and if the indemnifying party
        acknowledges in writing the obligation to indemnify the party against
        whom the claim, action, suit or proceeding


   7

        is brought, the indemnifying party may (but will not be required to)
        assume the defense against the claim, action, suit or proceeding with
        legal counsel chosen by the indemnifying party. After an indemnifying
        party notifies an indemnified party that the indemnifying party wishes
        to assume the defense of a claim, action, suit or proceeding the
        indemnifying party will not be liable for any legal or other expenses
        incurred by the indemnified party in connection with the defense against
        the claim, action, suit or proceeding, except that if, in the opinion of
        legal counsel to the indemnifying party, one or more of the indemnified
        parties should be separately represented in connection with a claim,
        action, suit or proceeding the indemnifying party will pay the fees and
        expenses of one separate counsel for the indemnified parties. Each
        indemnified party, as a condition precedent to receiving indemnification
        as provided in Paragraph (a) or (b), will, at the cost and expense of
        the indemnifying party, cooperate in all reasonable respects with the
        indemnifying party in the defense of the claim, action, suit or
        proceeding as to which indemnification is sought. No indemnifying party
        will be liable for any settlement of any claim, action, suit or
        proceeding effected without its prior written consent. No indemnifying
        party will, without the prior written consent of the indemnified party,
        effect any settlement of a pending or threatened claim, action or
        proceeding with respect which an indemnified party is, or is informed
        that it may be, made a party and for which it would be entitled to
        indemnification, unless the settlement includes an unconditional release
        of the indemnified party from all liability and claims which are the
        subject matter of the pending or threatened action.

(3)     CONTRIBUTION. If for any reason the indemnification provided for in this
        agreement is not available to, or is not sufficient to hold harmless, an
        indemnified party in respect of any loss, claim, damage, liability, cost
        or expense referred to in Paragraph (a) or (b), each indemnifying party
        will, in lieu of indemnifying the indemnified party, contribute to the
        amount paid or payable by the indemnified party, contribute to the
        amount paid or payable by the indemnified party as a result of the loss,
        claim, damage, liability, cost or expense (i) in the proportion which is
        appropriate to reflect the relative benefits received by the
        indemnifying party, on the one hand, and by the indemnified party, on
        the other hand, from the sale of stock which is the subject of the
        claim, action, suit or proceeding which resulted in the loss, claim,
        liability, cost or expense or (ii) if that allocation is not permitted
        by applicable law, in such proportion as is appropriate to reflect not
        only the relative benefits of the sale of stock, but also the relative
        fault of the indemnifying party and the indemnified party with respect
        to the statements or omissions which are the subject of the claim,
        action, suit or proceeding that resulted in the loss, claim, damage,
        liability, cost or expense as well as any other relevant equitable
        considerations.