PURCHASE OPTION

THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF,
AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION
EXCEPT AS HEREIN PROVIDED.

NOT EXERCISABLE PRIOR TO ___________, 1998. VOID AFTER 5:00 P.M. EASTERN TIME,
_________, 2002.

PURCHASE OPTION

For the Purchase of

300,000 shares of Common Stock

CrossZ Software Corporation

(A Delaware Corporation)

1. Purchase Option.

THIS CERTIFIES THAT, in consideration of $100.00 duly paid
by or on behalf of GKN Securities Corp. ("Holder"), as registered owner of
this Purchase Option, to CrossZ Software Corporation ("Company"), Holder is
entitled, at any time or from time to time at or after ________, 1998 [one
year anniversary of the effective date] ("Commencement Date"), and at or
before 5:00 p.m., Eastern Time, ________, 2002 ("Expiration Date"), but not
thereafter, to subscribe for, purchase and receive, in whole or in part, up to
300,000 shares ("Shares") of common stock ("Common Stock") of the Company. The
Shares are sometimes referred to herein as the "Securities." If the Expiration
Date is a day on which banking institutions are authorized by law to close,
then this Purchase Option may be exercised on the next succeeding day which is
not such a day in accordance with the terms herein. During the period
commencing on the date of issue of the Purchase Option and ending on the
Expiration Date, the Company agrees not to take any action that would
terminate this Purchase Option. This Purchase Option is initially exercisable
at $____ per Share purchased; provided, however, that upon the occurrence of
any of the events specified in Section 6 hereof, the rights granted by this
Purchase Option, including the exercise price and the number of shares of
Common Stock to be received upon such exercise, shall be adjusted as therein
specified. The term "Exercise Price" shall mean the initial exercise price or
the adjusted exercise price, depending on the context of a share of Common
Stock.

2. Exercise.

2.1. Exercise Form. In order to exercise this Purchase Option, the
exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Option and payment of
the Exercise Price in cash or by certified check or official

bank check for the Shares being purchased. If the subscription rights
represented hereby shall not be exercised at or before 5:00 p.m., Eastern
time, on the Expiration Date, this Purchase Option shall become void without
further force or effect, and all rights represented hereby shall cease and
expire.

2.2. Legend. Each certificate for Securities purchased under this
Purchase Option shall bear a legend as follows unless such Securities have
been registered under the Securities Act of 1933, as amended ("Act"):

"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended ("Act"), or applicable state law. The securities
may not be offered for sale, sold or otherwise transferred
except pursuant to an effective registration statement
under the Act, or pursuant to an exemption from
registration under the Act and applicable state law."

2.3. Conversion Right.

2.3.1. Determination of Amount. In lieu of the payment of the
Exercise Price in the manner required by Section 2.1, the Holder shall have
the right (but not the obligation) to convert any exercisable but unexercised
portion of this Purchase Option into securities ("Conversion Right") as
follows: Upon exercise of the Conversion Right, the Company shall deliver to
the Holder (without payment by the Holder of any of the Exercise Price in
cash) that number of shares of Common Stock equal to the quotient obtained by
dividing (x) the "Value" (as defined below) of the portion of the Purchase
Option being converted by (y) the Market Price (as defined below). The "Value"
of the portion of the Purchase Option being converted shall equal the
remainder derived from subtracting (a) the Exercise Price multiplied by the
number of shares of Common Stock underlying the portion of the Purchase Option
being converted from (b) the Market Price of the Common Stock multiplied by
the number of shares of Common Stock underlying the portion of the Purchase
Option being converted. As used herein, the term "Market Price" shall be
deemed to be the last reported sale price of the Common Stock on the date
prior to the date the Conversion Right is exercised, or, in case no such
reported sale takes place on such day, the average of the last reported sale
prices for the immediately preceding three trading days, in either case as
officially reported by the principal securities exchange on which the Common
Stock is listed or admitted to trading, or, if the Common Stock is not listed
or admitted to trading on any national securities exchange or if any such
exchange on which the Common Stock is listed is not its principal trading
market, the last reported sale price as furnished by the National Association
of Securities Dealers, Inc. ("NASD") through the Nasdaq National Market or
SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common
Stock is not listed or admitted to trading on any of the foregoing markets, or
similar organization, as determined in good faith by resolution of the Board
of Directors of the Company, based on the best information available to it.

2.3.2. Mechanics of Cashless Exercise. The Conversion Right may
be exercised by the Holder on any business day on or after the Commencement
Date and not later than the Expiration Date by delivering to the Company the
Purchase Option with a duly executed exercise form attached hereto with the
cashless exercise section completed.

3. Transfer.

3.1. General Restrictions. The registered Holder of this Purchase
Option, by its acceptance hereof, agrees that it will not sell, transfer or
assign or hypothecate this Purchase Option prior to the Commencement Date to
anyone other than (i) an officer of GKN Securities Corp. ("GKN") or Barington
Capital Group, L.P. (together with GKN, the "Representatives") or an officer
or partner of any other underwriter listed on Schedule I to the Underwriting
Agreement ("Underwriters") or any broker-dealer which executed the Selected
Dealer Agreement between the Representatives and the members of the selling
group ("Selected Dealer") in connection with the Company's public offering
with respect to which this Purchase Option has been issued, or (ii) the
Representative, any Underwriter or Selected Dealer. On and after the
Commencement Date, transfers to others may be made subject to compliance with
or exemptions from applicable securities laws. In order to make any permitted
assignment, the Holder must deliver to the Company the assignment form
attached hereto duly executed and completed, together with the Purchase Option
and payment of all transfer taxes, if any, payable in connection therewith.
The Company shall immediately transfer this Purchase Option on the books of
the Company and shall execute and deliver a new Purchase Option or Purchase
Options of like tenor to the appropriate assignee(s) expressly evidencing the
right to purchase the aggregate number of Shares purchasable hereunder or such
portion of such number as shall be contemplated by any such assignment.

3.2. Restrictions Imposed by the Act. This Purchase Option and the
Securities underlying this Purchase Option shall not be transferred unless and
until (i) the Company has received the opinion of counsel for the Holder that
this Purchase Option or the Securities, as the case may be, may be transferred
pursuant to an exemption from registration under the Act and applicable state
law, the availability of which is established to the reasonable satisfaction
of the Company (the Company hereby agreeing that the written opinion of
Graubard ▇▇▇▇▇▇ & ▇▇▇▇▇▇ shall be deemed satisfactory evidence of the
availability of an exemption), or (ii) a registration statement relating to
such Purchase Option or Securities, as the case may be, has been filed by the
Company and declared effective by the Securities and Exchange Commission
("Commission") and is in compliance with applicable state law.

4. New Purchase Options to be Issued.

4.1. Partial Exercise, Conversion or Transfer. Subject to the
restrictions in Section 3 hereof, this Purchase Option may be exercised or
assigned in whole or in part. In the event of the exercise, conversion or
assignment hereof in part only, upon surrender of this Purchase Option for
cancellation, together with the duly executed exercise or assignment form and
funds (except in the case of conversion) sufficient to pay any Exercise Price
and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in
the name of the Holder evidencing the right of the Holder to purchase the
aggregate number of Shares purchasable hereunder as to which this Purchase
Option has not been exercised, converted or assigned.

4.2. Lost Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and of reasonably satisfactory indemnification, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any
such new Purchase Option executed and delivered as a result of such loss,
theft,

mutilation or destruction shall constitute a substitute contractual obligation
on the part of the Company.

5. Registration Rights.

5.1. Demand Registration.

5.1.1. Grant of Right. The Company, upon written demand
("Initial Demand Notice") of the Holder(s) of at least 51% of the Purchase
Options and/or the underlying shares of Common Stock ("Majority Holders"),
agrees to register, on one occasion, all or any portion of the Purchase
Options requested by the Majority Holders in the Initial Demand Notice and all
of the Securities underlying such Purchase Options (collectively, the
"Registrable Securities"). On such occasion, the Company will file a
registration statement covering the Registrable Securities within sixty days
after receipt of the Initial Demand Notice and use its best efforts to have
such registration statement declared effective promptly thereafter. If the
Company fails to comply with the provisions of this Section 5.1.1, the Company
shall, in addition to any other equitable or other relief available to the
Holder(s), be liable for any and all incidental, special and consequential
damages sustained by the Holder(s). The demand for registration may be made at
any time commencing one year from the Effective Date and terminating on the
fifth anniversary thereof. The Company covenants and agrees to give written
notice of its receipt of any Initial Demand Notice by any Holder(s) to all
other registered Holders of the Purchase Options and/or the Registrable
Securities within ten days from the date of the receipt of any such Initial
Demand Notice.

5.1.2. Terms. The Company shall bear all fees and expenses
attendant to registering the Registrable Securities, but the Holders shall pay
any and all underwriting commissions and the expenses of any legal counsel
selected by the Holders to represent them in connection with the sale of the
Registrable Securities. The Company agrees to use its best efforts to cause
the filing required herein to become effective promptly and to qualify or
register the Registrable Securities in such States as are reasonably requested
by the Holder(s); provided, however, that in no event shall the Company be
required to register the Registrable Securities in a State in which such
registration would cause (i) the Company to be obligated to register or
license to do business in such State, or (ii) the principal stockholders of
the Company to be obligated to escrow their shares of capital stock of the
Company. The Company shall cause any registration statement filed pursuant to
the demand rights granted under Section 5.1.1 to remain effective until all of
the Registrable Securities covered by such registration statement have been
sold.

5.2. "Piggy-Back" Registration.

5.2.1. Grant of Right. In addition to the demand right of
registration, the Holders of the Purchase Options shall have the right at any
time commencing one year from the Effective Date and terminating on the
seventh anniversary thereof to include the Registrable Securities as part of
any other registration of securities filed by the Company (other than in
connection with a transaction contemplated by Rule 145(a) promulgated under
the Act or pursuant to Form S-8 or any equivalent form).

5.2.2. Terms. The Company shall bear all fees and expenses
attendant to registering the Registrable Securities, but the Holders shall pay
any and all underwriting commissions and the expenses of any legal counsel
selected by the Holders to represent them in connection with the sale of the
Registrable Securities. In the event of such a proposed registration,

the Company shall furnish the then Holders of outstanding Registrable
Securities with not less than thirty days written notice prior to the proposed
date of filing of such registration statement. Such notice to the Holders
shall continue to be given for each registration statement filed by the
Company until such time as all of the Registrable Securities have been sold by
the Holder. The holders of the Registrable Securities shall exercise the
"piggy-back" rights provided for herein by giving written notice, within
twenty days of the receipt of the Company's notice of its intention to file a
registration statement. The Company shall cause any registration statement
filed pursuant to the above "piggyback" rights to remain effective until all
of the Registrable Securities covered by such registration statement have been
sold.

5.3. General Terms.

5.3.1. Indemnification. The Company shall indemnify the
Holder(s) of the Registrable Securities to be sold pursuant to any
registration statement hereunder and each person, if any, who controls such
Holders within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), against all
loss, claim, damage, expense or liability (including all reasonable attorneys'
fees and other expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which any of them may become
subject under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as
the provisions pursuant to which the Company has agreed to indemnify the
Representatives contained in Section 5 of the Underwriting Agreement between
the underwriters and the Company, dated the Effective Date. The Holder(s) of
the Registrable Securities to be sold pursuant to such registration statement,
and their successors and assigns, shall severally, and not jointly, indemnify
the Company, against all loss, claim, damage, expense or liability (including
all reasonable attorneys' fees and other expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such Holders, or their
successors or assigns, in writing, for specific inclusion in such registration
statement to the same extent and with the same effect as the provisions
contained in Section 5 of the Underwriting Agreement pursuant to which the
underwriters have agreed to indemnify the Company.

5.3.2. Exercise of Purchase Option. Nothing contained in this
Purchase Option shall be construed as requiring the Holder(s) to exercise
their Purchase Options prior to or after the initial filing of any
registration statement or the effectiveness thereof.

5.3.3. Exclusivity. The Company shall not permit the inclusion
of any securities other than the Registrable Securities to be included in any
registration statement filed pursuant to Section 5.1 hereof without the prior
written consent of the Majority Holders of the Registrable Securities.

5.3.4. Documents Delivered to Holders. The Company shall
furnish to each Holder participating in any of the foregoing offerings and to
each underwriter of any such offering, if any, a signed counterpart, addressed
to such Holder or underwriter, of (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (and, if such
registration includes an underwritten public offering, an opinion dated the
date of the closing under any underwriting agreement related thereto), and
(ii) a "cold comfort" letter dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering,
a letter dated the date of the closing under the underwriting agreement)
signed by the independent public

accountants who have issued a report on the Company's financial statements
included in such registration statement, in each case covering substantially
the same matters with respect to such registration statement (and the
prospectus included therein) and, in the case of such accountants' 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'
letters delivered to underwriters in underwritten public offerings of
securities. The Company shall also deliver promptly to each Holder
participating in the offering requesting the correspondence and memoranda
described below and to the managing underwriter 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 the registration statement and permit each Holder and underwriter
to do such investigation, upon reasonable advance notice, with respect to
information contained in or omitted from the registration statement as it
deems reasonably necessary to comply with applicable securities laws or rules
of the National Association of Securities Dealers, Inc. ("NASD"). Such
investigation shall include access to books, records and properties and
opportunities to discuss the business of the Company with its officers and
independent auditors, all to such reasonable extent and at such reasonable
times and as often as any such Holder shall reasonably request.

5.3.5. Underwriting Agreement. The Company shall enter into an
underwriting agreement with the managing underwriter selected by any the
Holders whose Registrable Securities are being registered pursuant to this
Section 5. Such underwriter must be reasonably acceptable to the Company. Such
agreement shall be reasonably satisfactory in form and substance to the
Company, each Holder and such managing underwriter, and shall contain such
representations, warranties and covenants by the Company and such other terms
as are customarily contained in agreements of that type used by the
underwriter. The Holders shall be parties to any underwriting agreement
relating to an underwritten sale of their Registrable Securities and may, at
their option, require that any or all the representations, warranties and
covenants of the Company to or for the benefit of such underwriter shall also
be made to and for the benefit of such Holders. Such Holders shall not be
required to make any representations or warranties to or agreements with the
Company or the underwriter except as they may relate to such Holders, their
shares and their intended methods of distribution.

5.3.6. Documents to be Delivered by ▇▇▇▇▇▇(s). Each of the
Holder(s) participating in any of the foregoing offerings shall furnish to the
Company a completed and executed questionnaire provided by the Company
requesting information customarily sought of selling security holders.

6. Adjustments.

6.1. Adjustments to Exercise Price and Number of Securities. The
Exercise Price and the number of Shares underlying the Purchase Option shall
be subject to adjustment from time to time as hereinafter set forth:

6.1.1. Stock Dividends, Recapitalization, Reclassification,
Split-Ups. If after the date hereof, and subject to the provisions of Section
6.3 below, the number of outstanding shares of Common Stock is increased by a
stock dividend payable in shares of Common Stock or by a split-up,
recapitalization or reclassification of shares of Common Stock or other
similar event, then,

on the effective date thereof, the number of Shares issuable on exercise of
this Purchase Option shall be increased in proportion to such increase in
outstanding shares.

6.1.2. Aggregation of Shares. If after the date hereof, and
subject to the provisions of Section 6.3, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination or reclassification
of shares of Common Stock or other similar event, then, upon the effective
date thereof, the number of Shares issuable on exercise of this Purchase
Option shall be decreased in proportion to such decrease in outstanding
shares.

6.1.3. Adjustments in Exercise Price. Whenever the number of
shares of Common Stock issuable upon exercise of this Purchase Option is
adjusted, as provided in this Section 6.1, the Exercise Price shall be
adjusted (to the nearest cent) by multiplying such Exercise Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be the
number of Shares purchasable upon the exercise of this Purchase Option
immediately prior to such adjustment, and (y) the denominator of which shall
be the number of Shares so purchasable immediately thereafter.

6.1.4. Replacement of Securities upon Reorganization, etc. In
case of any reclassification or reorganization of the outstanding shares of
Common Stock other than a change covered by Section 6.1.1 hereof or which
solely affects the par value of such shares of Common Stock, or in the case of
any merger or consolidation of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the continuing
corporation and which does not result in any reclassification or
reorganization of the outstanding shares of Common Stock), or in the case of
any sale or conveyance to another corporation or entity of the property of the
Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder of this Purchase Option shall have
the right thereafter (until the expiration of the right of exercise of this
Purchase Option) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and
amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or other
transfer, by a Holder of the number of shares of Common Stock of the Company
obtainable upon exercise of this Purchase Option immediately prior to such
event; and if any reclassification also results in a change in shares of
Common Stock covered by Section 6.1.1, then such adjustment shall be made
pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.4. The provisions of
this Section 6.1.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.

6.1.5. Changes in Form of Purchase Option. This form of
Purchase Option need not be changed because of any change pursuant to this
Section, and Purchase Options issued after such change may state the same
Exercise Price and the same number of Shares as are stated in the Purchase
Options initially issued pursuant to this Agreement. The acceptance by any
Holder of the issuance of new Purchase Options reflecting a required or
permissive change shall not be deemed to waive any rights to a prior
adjustment or the computation thereof.

6.2. [Intentionally Omitted]

6.3. Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of Shares upon the
exercise or transfer of this Purchase Option,

nor shall it be required to issue scrip or pay cash in lieu of any fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up or down to the nearest whole
number of Shares or other securities, properties or rights.

7. Reservation and Listing. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of the Purchase Options, such number of shares of
Common Stock or other securities, properties or rights as shall be issuable
upon the exercise thereof. The Company covenants and agrees that, upon
exercise of the Purchase Options and payment of the Exercise Price therefor,
all shares of Common Stock and other securities issuable upon such exercise,
shall be duly and validly issued, fully paid and non-assessable and not
subject to preemptive rights of any stockholder. The Company further covenants
and agrees that upon exercise of this Purchase Option, all shares of Common
Stock and other securities issuable upon such exercises shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive
rights of any shareholder. As long as the Purchase Options shall be
outstanding, the Company shall use its best efforts to cause all Shares
issuable upon exercise of the Purchase Option to be listed (subject to
official notice of issuance) on all securities exchanges (or, if applicable on
Nasdaq) on which the Common Stock issued to the public in connection herewith
are then listed and/or quoted.

8. Certain Notice Requirements.

8.1. ▇▇▇▇▇▇'s Right to Receive Notice. Nothing herein shall be
construed as conferring upon the Holders the right to vote or consent or to
receive notice as a stockholder for the election of directors or any other
matter, or as having any rights whatsoever as a stockholder of the Company.
If, however, at any time prior to the expiration of the Purchase Options and
their exercise, any of the events described in Section 8.2 shall occur, then,
in one or more of said events, the Company shall give written notice of such
event at least fifteen days prior to the date fixed as a record date or the
date of closing the transfer books for the determination of the stockholders
entitled to such dividend, distribution, conversion or exchange of securities
or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or
the date of the closing of the transfer books, as the case may be.

8.2. Events Requiring Notice. The Company shall be required to give
the notice described in this Section 8 upon one or more of the following
events: (i) if the Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or
distribution, or (ii) the Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company,
or any option, right or warrant to subscribe therefor, or (iii) a dissolution,
liquidation or winding up of the Company (other than in connection with a
consolidation or merger) or a sale of all or substantially all of its
property, assets and business shall be proposed.

8.3. Notice of Change in Exercise Price. The Company shall, promptly
after an event requiring a change in the Exercise Price pursuant to Section 6
hereof, send notice to the Holders of such event and change ("Price Notice").
The Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the
Company's President and Chief Financial Officer.

8.4. Transmittal of Notices. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made on the date of delivery if delivered personally
or sent by overnight courier, with acknowledgment of receipt to the party to
which notice is given, or on the fifth day after mailing if mailed to the
party to whom notice is to be given, by registered or certified mail, return
receipt requested, postage prepaid and properly addressed as follows: (i) if
to the registered Holder of the Purchase Option, to the address of such Holder
as shown on the books of the Company, or (ii) if to the Company, to its
principal executive office.

9. Miscellaneous.

9.1. Amendments. The Company and the Representatives may from time to
time supplement or amend this Purchase Option without the approval of any of
the Holders in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters
or questions arising hereunder which the Company and the Representatives may
deem necessary or desirable and which the Company and the Representatives deem
shall not adversely affect the interest of the Holders. All other
modifications or amendments shall require the written consent of the party
against whom enforcement of the modification or amendment is sought.

9.2. Headings. The headings contained herein are for the sole purpose
of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Purchase
Option.

9.3. Entire Agreement. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with
this Purchase Option) constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof, and supersedes all prior agreements
and understandings of the parties, oral and written, with respect to the
subject matter hereof.

9.4. Binding Effect. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
respective successors, legal representatives and assigns, and no other person
shall have or be construed to have any legal or equitable right, remedy or
claim under or in respect of or by virtue of this Purchase Option or any
provisions herein contained.

9.5. Governing Law; Submission to Jurisdiction. This Purchase Option
shall be governed by and construed and enforced in accordance with the laws of
the State of New York, without giving effect to conflict of laws. The Company
hereby agrees that any action, proceeding or claim against it arising out of,
or relating in any way to this Purchase Option shall be brought and enforced
in the courts of the State of New York or of the United States of America for
the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any process or summons to be served upon the Company may
be served by transmitting a copy thereof by registered or certified mail,
return receipt requested, postage prepaid, addressed to it at the address set
forth in Section 8.4 hereof. Such mailing shall be deemed personal service and
shall be legal and binding upon the Company in any action, proceeding or
claim. The Company agrees that the prevailing party(ies) in any such action
shall

be entitled to recover from the other party(ies) all of its reasonable
attorneys' fees and expenses relating to such action or proceeding and/or
incurred in connection with the preparation therefor.

9.6. Waiver, Etc. The failure of the Company or the Holder to at any
time enforce any of the provisions of this Purchase Option shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect
the validity of this Purchase Option or any provision hereof or the right of
the Company or any Holder to thereafter enforce each and every provision of
this Purchase Option. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Purchase Option shall be
effective unless set forth in a written instrument executed by the party or
parties against whom or which enforcement of such waiver is sought; and no
waiver of any such breach, non-compliance or non-fulfillment shall be
construed or deemed to be a waiver of any other or subsequent breach,
non-compliance or non-fulfillment.

9.7. Execution in Counterparts. This Purchase Option may be executed
in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same agreement, and shall
become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto.

9.8. Exchange Agreement. As a condition of the Holder's receipt and
acceptance of this Purchase Option, ▇▇▇▇▇▇ agrees that, at any time prior to
the complete exercise of this Purchase Option by ▇▇▇▇▇▇, if the Company and
GKN enter into an agreement ("Exchange Agreement") pursuant to which they
agree that all outstanding Purchase Options will be exchanged for securities
or cash or a combination of both, then Holder shall agree to such exchange and
become a party to the Exchange Agreement.

IN WITNESS WHEREOF, the Company has caused this Purchase Option to be
signed by its duly authorized officer as of the _____ day of November, 1997.

CrossZ Software Corporation

By: ____________________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President

Form to be used to exercise Purchase Option:

CrossZ Software Corporation
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
Uniondale, New York, 11553

Date:_________________, _____

The undersigned hereby elects irrevocably to exercise the
within Purchase Option and to purchase ________ shares of common stock of
CrossZ Software Corporation and hereby makes payment of $____________ (at the
rate of $__________ per share) in payment of the Exercise Price pursuant
thereto. Please issue the common stock as to which this Purchase Option is
exercised in accordance with the instructions given below.

The undersigned hereby elects irrevocably to convert the
Purchase Option to purchase ________ shares of common stock into ________
shares of Common Stock of CrossZ Software Corporation. The portion of this
Purchase Option (being converted has a "Value" of $____________ based on a
"Market Price" of $___________ per share of Common Stock). Please issue the
common stock in accordance with the instructions given below.

____________________________
Signature

NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Option in every
particular without alteration or enlargement or any change whatsoever.

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name _________________________________________________________________________
(Print in Block Letters)

Address _______________________________________________________________________

Form to be used to assign Purchase Option:

ASSIGNMENT

(To be executed by the registered Holder to effect a transfer
of the within Purchase Option):

FOR VALUE RECEIVED,____________________________________ does
hereby sell, assign and transfer unto _______________________________ the
right to purchase _______________________ shares of common stock of CrossZ
Software Corporation ("Company") evidenced by the within Purchase Option and
does hereby authorize the Company to transfer such right on the books of the
Company.

Dated:___________________, 19__

____________________________
Signature

NOTICE: The signature to this form must correspond with the
name as written upon the face of the within Purchase Option in every
particular without alteration or enlargement or any change whatsoever.

PURCHASE OPTION

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