Exhibit
      4.2

    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

    EXERCISE
      ARE SUBJECT TO THE RESTRICTIONS ON

    TRANSFER
      SET FORTH IN SECTION 5
      OF THIS WARRANT

     

    
      	
              Warrant
                No. [*]

            	
              Number
                of Shares: [*]

              (subject
                to adjustment)

            
	
              Date
                of Issuance: June 2, 2008

            	 


    

     

    Arno
      Therapeutics, Inc.

     

    Common
      Stock Purchase Warrant

     

    (Void
      after June 2, 2013)

     

    Arno
      Therapeutics, Inc., a Delaware corporation (the “Company”),
      for
      value received, hereby certifies that NAME,
      or its
      registered assigns (the “Registered
      Holder”),
      is
      entitled, subject to the terms and conditions set forth below, to purchase
      from
      the Company, at any time or from time to time on or after June 2, 2008 and
      on or
      before 5:00 p.m. (Eastern time) on June 2, 2013 (the “Exercise
      Period”),
      [*]
      shares
      of common stock, $0.001 par value per share, of the Company (“Common
      Stock”),
      at a
      purchase price of Two
      Dollars and Forty Two Cents
      ($2.42)
      per
      share. The shares purchasable upon exercise of this Warrant, and the purchase
      price per share, each as adjusted from time to time pursuant to the provisions
      of this Warrant, are hereinafter referred to as the “Warrant
      Shares”
and
      the
“Purchase
      Price,”
      respectively. This Warrant is one of a series of Warrants issued by the Company,
      all with the same Original Issue Date and of like tenor, except as to the number
      of Warrant Shares subject thereto (the “Company
      Warrants”).
      

     

    1. Exercise.

     

    (a) Exercise.
      The
      Registered Holder may, at its option, elect to exercise this Warrant, in whole
      or in part and at any time or from time to time during the Exercise Period,
      by
      surrendering this Warrant, with the purchase form appended hereto as
Exhibit I
      duly
      executed by or on behalf of the Registered Holder, at the principal office
      of
      the Company, or at such other office or agency as the Company may designate,
      accompanied by payment in full, in lawful money of the United States, of the
      Purchase Price payable in respect of the number of Warrant Shares purchased
      upon
      such exercise. A facsimile signature of the Registered Holder on the purchase
      form shall be sufficient for purposes of exercising this Warrant, provided
      that
      the Company receives the Registered Holder’s original signature with three (3)
      business days thereafter. 

     

    (b) Exercise
      Date.
      Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company as provided in subsection 1(a)
      (the
“Exercise
      Date”).
      At
      such time, the person or persons in whose name or names any certificates for
      Warrant Shares shall be issuable upon such exercise as provided in
      subsection 1(c)
      below
      shall be deemed to have become the holder or holders of record of the Warrant
      Shares represented by such certificates.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) Issuance
      of Certificates.
      As soon
      as practicable after the exercise of this Warrant in whole or in part, and
      in
      any event within 10 days thereafter, the Company, at its expense, will cause
      to
      be issued in the name of, and delivered to, the Registered Holder, or as the
      Registered Holder (upon payment by the Registered Holder of any applicable
      transfer taxes) may direct:

     

    (i) a
      certificate or certificates for the number of full Warrant Shares to which
      the
      Registered Holder shall be entitled upon such exercise plus, in lieu of any
      fractional share to which the Registered Holder would otherwise be entitled,
      cash in an amount determined pursuant to Section 3
      hereof;
      and

     

    (ii) in
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, calling in the aggregate on the face or faces thereof for the
      number of Warrant Shares equal (without giving effect to any adjustment therein)
      to the number of such shares called for on the face of this Warrant minus the
      number of Warrant Shares for which this Warrant was so exercised.

     

    2. Adjustments.

     

    (a) Adjustment
      for Stock Splits and Combinations.
      If the
      Company shall at any time or from time to time after the date on which this
      Warrant was first issued (or, if this Warrant was issued upon partial exercise
      of, or in replacement of, another warrant of like tenor, then the date on which
      such original warrant was first issued) (the “Original
      Issue Date”)
      effect
      a subdivision of the outstanding Common Stock, the Purchase Price then in effect
      immediately before that subdivision shall be proportionately decreased and
      the
      number of shares of Common Stock issuable upon exercise of this Warrant shall
      be
      increased in proportion to the increase in shares of Common Stock outstanding.
      If the Company shall at any time or from time to time after the Original Issue
      Date combine the outstanding shares of Common Stock, the Purchase Price then
      in
      effect immediately before the combination shall be proportionately increased
      and
      the number of shares of Common Stock issuable upon exercise of this Warrant
      shall be decreased in proportion to the decrease in shares of Common Stock
      outstanding. Any adjustment under this paragraph shall become effective at
      the
      close of business on the date the subdivision or combination becomes
      effective.

     

    (b) Adjustment
      for Certain Dividends and Distributions.
      In the
      event the Company at any time, or from time to time after the Original Issue
      Date shall make or issue, or fix a record date for the determination of holders
      of Common Stock entitled to receive, a dividend or other distribution payable
      in
      additional shares of Common Stock, then and in each such event the Purchase
      Price then in effect immediately before such event shall be decreased as of
      the
      time of such issuance or, in the event such a record date shall have been fixed,
      as of the close of business on such record date, by multiplying the Purchase
      Price then in effect by a fraction:

     

    (1) the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date, and

     

    (2) the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution; provided,
      however,
      that if
      such record date shall have been fixed and such dividend is not fully paid
      or if
      such distribution is not fully made on the date fixed therefor, the Purchase
      Price shall be recomputed accordingly as of the close of business on such record
      date and thereafter the Purchase Price shall be adjusted pursuant to this
      paragraph as of the time of actual payment of such dividends or
      distributions.


    
      
        
        

      

      
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          2 -

        
          

        

      

      
        
        

      

    


    (c) Adjustments
      for Other Dividends and Distributions.
      In the
      event the Company at any time or from time to time after the Original Issue
      Date
      shall make or issue, or fix a record date for the determination of holders
      of
      Common Stock entitled to receive, a dividend or other distribution payable
      in
      securities of the Company (other than shares of Common Stock) or in cash or
      other property (other than regular cash dividends paid out of earnings or earned
      surplus, determined in accordance with generally accepted accounting
      principles), then and in each such event provision shall be made so that the
      Registered Holder shall receive upon exercise hereof, in addition to the number
      of shares of Common Stock issuable hereunder, the kind and amount of securities
      of the Company, cash or other property which the Registered Holder would have
      been entitled to receive had this Warrant been exercised on the date of such
      event and had the Registered Holder thereafter, during the period from the
      date
      of such event to and including the Exercise Date, retained any such securities
      receivable during such period, giving application to all adjustments called
      for
      during such period under this Section 2
      with
      respect to the rights of the Registered Holder.

     

    (d) Adjustment
      for Reorganization.
      If
      there shall occur any reorganization, recapitalization, reclassification,
      consolidation or merger involving the Company in which the Common Stock is
      converted into or exchanged for securities, cash or other property (other than
      a
      transaction covered by subsections 2(a), 2(b)
      or2(c))
      (collectively, a “Reorganization”),
      then,
      following such Reorganization, the Registered Holder shall receive upon exercise
      hereof the kind and amount of securities, cash or other property which the
      Registered Holder would have been entitled to receive pursuant to such
      Reorganization if such exercise had taken place immediately prior to such
      Reorganization. Notwithstanding the foregoing sentence, if (x) there shall
      occur any Reorganization in which the Common Stock is converted into or
      exchanged for anything other than solely equity securities, and (y) the
      common stock of the acquiring or surviving company is publicly traded, then,
      as
      part of such Reorganization, (i) the Registered Holder shall have the right
      thereafter to receive upon the exercise hereof such number of shares of common
      stock of the acquiring or surviving company as is determined by multiplying
      (A) the number of shares of Common Stock subject to this Warrant
      immediately prior to such Reorganization by (B) a fraction, the numerator
      of which is the Fair Market Value (as defined below) per share of Common Stock
      as of the effective date of such Reorganization, and the denominator of which
      is
      the fair market value per share of common stock of the acquiring or surviving
      company as of the effective date of such transaction, as determined in good
      faith by the Board (using the principles set forth in subsections 2(d)(i)
      and 2(d)(ii) to the extent applicable), and (ii) the exercise price per
      share of common stock of the acquiring or surviving company shall be the
      Purchase Price divided by the fraction referred to in clause (B) above. In
      any such case, appropriate adjustment (as determined in good faith by the Board)
      shall be made in the application of the provisions set forth herein with respect
      to the rights and interests thereafter of the Registered Holder, to the end
      that
      the provisions set forth in this Section 2
      (including provisions with respect to changes in and other adjustments of the
      Purchase Price) shall thereafter be applicable, as nearly as reasonably may
      be,
      in relation to any securities, cash or other property thereafter deliverable
      upon the exercise of this Warrant. The Fair Market Value per share of Common
      Stock shall be determined as follows:

     

    (1) If
      the
      Common Stock is listed on a national securities exchange, the Nasdaq National
      Market, the Nasdaq Capital Market (formerly, the Nasdaq SmallCap Market) the
      over the counter bulletin board (the OTCBB) or another nationally recognized
      trading system as of the Exercise Date, the Fair Market Value per share of
      Common Stock shall be deemed to be the average of the high and low reported
      sale
      prices per share of Common Stock thereon on the trading day immediately
      preceding the Exercise Date (provided
      that if
      no such price is reported on such day, the Fair Market Value per share of Common
      Stock shall be determined pursuant to clause (2) below).


    
      
        
        

      

      
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          3 -

        
          

        

      

      
        
        

      

    


    (2) If
      the
      Common Stock is not listed on a national securities exchange, the Nasdaq
      National Market, the Nasdaq Capital Market (formerly, the Nasdaq SmallCap
      Market), the OTCBB or another nationally recognized trading system as of the
      Exercise Date, the Fair Market Value per share of Common Stock shall be deemed
      to be the amount most recently determined by the Board of Directors of the
      Company (the “Board”)
      to
      represent the fair market value per share of the Common Stock (including without
      limitation a determination for purposes of granting Common Stock options or
      issuing Common Stock under any plan, agreement or arrangement with employees
      of
      the Company); and, upon request of the Registered Holder, the Board (or a
      representative thereof) shall, as promptly as reasonably practicable but in
      any
      event not later than 10 days after such request, notify the Registered Holder
      of
      the Fair Market Value per share of Common Stock and furnish the Registered
      Holder with reasonable documentation of the Board’s determination of such Fair
      Market Value. Notwithstanding the foregoing, if the Board has not made such
      a
      determination within the three-month period prior to the Exercise Date, then
      (A) the Board shall make, and shall provide or cause to be provided to the
      Registered Holder notice of, a determination of the Fair Market Value per share
      of the Common Stock within 15 days of a request by the Registered Holder that
      it
      do so, and (B) the exercise of this Warrant pursuant to this clause (2)
      shall be delayed until such determination is made and notice thereof is provided
      to the Registered Holder.

     

    (e) Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Purchase Price pursuant
      to this Section 2,
      the
      Company at its expense shall, as promptly as reasonably practicable but in
      any
      event not later than 10 days thereafter, compute such adjustment or readjustment
      in accordance with the terms hereof and furnish to the Registered Holder a
      certificate setting forth such adjustment or readjustment (including the kind
      and amount of securities, cash or other property for which this Warrant shall
      be
      exercisable and the Purchase Price) and showing in detail the facts upon which
      such adjustment or readjustment is based. The Company shall, as promptly as
      reasonably practicable after the written request at any time of the Registered
      Holder (but in any event not later than 10 days thereafter), furnish or cause
      to
      be furnished to the Registered Holder a certificate setting forth (i) the
      Purchase Price then in effect and (ii) the number of shares of Common Stock
      and the amount, if any, of other securities, cash or property which then would
      be received upon the exercise of this Warrant. 

     

    3. Fractional
      Shares.
      The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, but shall pay the value thereof to the Registered Holder
      in
      cash on the basis of the Fair Market Value per share of Common Stock, as
      determined pursuant to subsection 2(d)
      above. 

     

    4. Investment
      Representations.
      The
      initial Registered Holder represents and warrants to the Company as
      follows:

     

    (a) Investment.
      It is
      acquiring the Warrant, and (if and when it exercises this Warrant) it will
      acquire the Warrant Shares, for its own account for investment and not with
      a
      view to, or for sale in connection with, any distribution thereof, nor with
      any
      present intention of distributing or selling the same; and the Registered Holder
      has no present or contemplated agreement, undertaking, arrangement, obligation,
      indebtedness or commitment providing for the disposition thereof. 

     

    (b) Accredited
      Investor.
      The
      Registered Holder is an "accredited investor" as defined in Rule 501(a) under
      the Securities Act of 1933, as amended (the “Act”). 

     

    (c) Experience.
      The
      Registered Holder has made such inquiry concerning the Company and its business
      and personnel as it has deemed appropriate; and the Registered Holder has
      sufficient knowledge and experience in finance and business that it is capable
      of evaluating the risks and merits of its investment in the
      Company.


    
      
        
        

      

      
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          4 -

        
          

        

      

      
        
        

      

    


    5. Transfers,
      etc.

     

    (a) Notwithstanding
      anything to the contrary contained herein, this Warrant and the Warrant Shares
      shall not be sold or transferred unless either (i) they first shall have
      been registered under the Act, or (ii) such sale or transfer shall be
      exempt from the registration requirements of the Act and the Company shall
      have
      been furnished with an opinion of legal counsel, reasonably satisfactory to
      the
      Company, to the effect that such sale or transfer is exempt from the
      registration requirements of the Act. Notwithstanding the foregoing, no
      registration or opinion of counsel shall be required for (i) a transfer by
      a Registered Holder which is an entity to a wholly owned subsidiary of such
      entity, a transfer by a Registered Holder which is a partnership to a partner
      of
      such partnership or a retired partner of such partnership or to the estate
      of
      any such partner or retired partner, or a transfer by a Registered Holder which
      is a limited liability company to a member of such limited liability company
      or
      a retired member or to the estate of any such member or retired member,
provided
      that the
      transferee in each case agrees in writing to be subject to the terms of this
      Section 5,
      or
      (ii) a transfer made in accordance with Rule 144 under the
      Act.

     

    (b) Each
      certificate representing Warrant Shares shall bear a legend substantially in
      the
      following form:

     

    “The
      securities represented hereby have not been registered under the Securities
      Act
      of 1933, as amended, or any state securities laws and neither the securities
      nor
      any interest therein may not be offered, sold, transferred, pledged or otherwise
      disposed of except pursuant to an effective registration under such act or
      an
      exemption from registration, which, in the opinion of counsel reasonably
      satisfactory to counsel for this corporation, is available.”

    


    (c) The
      Company will maintain a register containing the name and address of the
      Registered Holder of this Warrant. The Registered Holder may change its address
      as shown on the warrant register by written notice to the Company requesting
      such change.

     

    (d) Subject
      to the provisions of this Section 5
      hereof,
      this Warrant and all rights hereunder are transferable, in whole or in part,
      upon surrender of this Warrant with a properly executed assignment (in the
      form
      of Exhibit II
      hereto)
      at the principal office of the Company (or, if another office or agency has
      been
      designated by the Company for such purpose, then at such other office or
      agency).

     

    6. No
      Impairment.
      The
      Company will not, by amendment of its charter 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 action as may be necessary or appropriate in order to protect the rights
      of
      the Registered Holder against impairment.

     

    7. Notices
      of Record Date, etc.
      In the
      event:

     

    (a) the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time deliverable upon the exercise of this Warrant) for
      the
      purpose of entitling or enabling them to receive any dividend or other
      distribution, or to receive any right to subscribe for or purchase any shares
      of
      stock of any class or any other securities, or to receive any other right;
      or


    
      
        
        

      

      
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          5 -

        
          

        

      

      
        
        

      

    


    (b) of
      any
      capital reorganization of the Company, any reclassification of the Common Stock
      of the Company, any consolidation or merger of the Company with or into another
      corporation (other than a merger in which the outstanding capital stock of
      the
      Company is not exchanged for securities or property of another company), or
      any
      transfer of all or substantially all of the assets of the Company;
      or

     

    (c) of
      the
      voluntary or involuntary dissolution, liquidation or winding-up of the Company,
      

     

    then,
      and
      in each such case, the Company will send or cause to be sent to the Registered
      Holder a notice specifying, as the case may be, (i) the record date for such
      dividend, distribution or right, and the amount and character of such dividend,
      distribution or right, or (ii) the effective date on which such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up is to take place, and the time, if any is to be fixed, as of which
      the holders of record of Common Stock (or such other stock or securities at
      the
      time deliverable upon the exercise of this Warrant) shall be entitled to
      exchange their shares of Common Stock (or such other stock or securities) for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up. Such notice shall be sent at least 10 days prior to the record
      date
      or effective date for the event specified in such notice.

    


    8. Reservation
      of Stock.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery upon the exercise of this Warrant, such number of Warrant Shares and
      other securities, cash and/or property, as from time to time shall be issuable
      upon the exercise of this Warrant.

     

    9. Agreement
      in Connection with Public Offering.
      The
      Registered Holder agrees, in connection with the initial underwritten public
      offering of the Company’s securities pursuant to a registration statement under
      the Act, (i) not to sell, make short sale of, loan, grant any options for the
      purchase of, or otherwise dispose of any shares of Common Stock or any other
      securities of the Company held by the Registered Holder (other than any shares
      included in the offering) without the prior written consent of the Company
      or
      the underwriters managing such initial underwritten public offering of the
      Company’s securities for a period of 180 days from the effective date of such
      registration statement, and (ii) to execute any agreement reflecting clause
      (i)
      above as may be requested by the Company or the managing underwriters at the
      time of such offering.

     

    10. Exchange
      or Replacement of Warrants. 

     

    (a) Upon
      the
      surrender by the Registered Holder, properly endorsed, to the Company at the
      principal office of the Company, the Company will, subject to the provisions
      of
      Section 5
      hereof,
      issue and deliver to or upon the order of the Registered Holder, at the
      Company’s expense, a new Warrant or Warrants of like tenor, in the name of the
      Registered Holder or as the Registered Holder (upon payment by the Registered
      Holder of any applicable transfer taxes) may direct, calling in the aggregate
      on
      the face or faces thereof for the number of shares of Common Stock (or other
      securities, cash and/or property) then issuable upon exercise of this
      Warrant.

     

    (b) Upon
      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) upon delivery of an indemnity agreement (with surety if reasonably
      required) in an amount reasonably satisfactory to the Company, or (in the case
      of mutilation) upon surrender and cancellation of this Warrant, the Company
      will
      issue, in lieu thereof, a new Warrant of like tenor.


    
      
        
        

      

      
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          6 -

        
          

        

      

      
        
        

      

    


    11. Notices.
      All
      notices and other communications from the Company to the Registered Holder
      in
      connection herewith shall be mailed by certified or registered mail, postage
      prepaid, or sent via a reputable nationwide overnight courier service
      guaranteeing next business day delivery, to the address last furnished to the
      Company in writing by the Registered Holder. All notices and other
      communications from the Registered Holder to the Company in connection herewith
      shall be mailed by certified or registered mail, postage prepaid, or sent via
      a
      reputable nationwide overnight courier service guaranteeing next business day
      delivery, to the Company at its principal office set forth below. If the Company
      should at any time change the location of its principal office to a place other
      than as set forth below, it shall give prompt written notice to the Registered
      Holder and thereafter all references in this Warrant to the location of its
      principal office at the particular time shall be as so specified in such notice.
      All such notices and communications shall be deemed delivered (i) two
      business days after being sent by certified or registered mail, return receipt
      requested, postage prepaid, or (ii) one business day after being sent via a
      reputable nationwide overnight courier service guaranteeing next business day
      delivery. 

     

    12. No
      Rights as Stockholder.
      Until
      the exercise of this Warrant, the Registered Holder shall not have or exercise
      any rights by virtue hereof as a stockholder of the Company. Notwithstanding
      the
      foregoing, in the event (i) the Company effects a split of the Common Stock
      by means of a stock dividend and the Purchase Price of and the number of Warrant
      Shares are adjusted as of the date of the distribution of the dividend (rather
      than as of the record date for such dividend), and (ii) the Registered
      Holder exercises this Warrant between the record date and the distribution
      date
      for such stock dividend, the Registered Holder shall be entitled to receive,
      on
      the distribution date, the stock dividend with respect to the shares of Common
      Stock acquired upon such exercise, notwithstanding the fact that such shares
      were not outstanding as of the close of business on the record date for such
      stock dividend.

     

    13. Amendment
      or Waiver.
      Any
      term of this Warrant may be amended or waived (either generally or in a
      particular instance and either retroactively or prospectively) with the written
      consent of the Company and the holders of Company Warrants representing at
      least
      two-thirds (2/3) of the number of shares of Common Stock then subject to
      outstanding Company Warrants. Notwithstanding the foregoing, (a) this Warrant
      may be amended and the observance of any term hereunder may be waived without
      the written consent of the Registered Holder only in a manner which applies
      to
      all Company Warrants in the same fashion and (b) the number of Warrant Shares
      subject to this Warrant and the Purchase Price of this Warrant, as well as
      the
      provisions of this Section 13, may not be amended, and the right to exercise
      this Warrant may not be waived, without the written consent of the Registered
      Holder. The Company shall give prompt written notice to the Registered Holder
      of
      any amendment hereof or waiver hereunder that was effected without the
      Registered Holder’s written consent. No waivers of any term, condition or
      provision of this Warrant, in any one or more instances, shall be deemed to
      be,
      or construed as, a further or continuing waiver of any such term, condition
      or
      provision.

     

    14. Section
      Headings.
      The
      section headings in this Warrant are for the convenience of the parties and
      in
      no way alter, modify, amend, limit or restrict the contractual obligations
      of
      the parties.

     

    15. Governing
      Law.
      This
      Warrant will be governed by and construed in accordance with the internal laws
      of the State of Delaware (without reference to the conflicts of law provisions
      thereof).

     

    16. Facsimile
      Signatures.
      This
      Warrant may be executed by facsimile signature.


     

    *
      * * * *
      * *


    
      
        
        

      

      
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          7 -

        
          

        

      

      
        
        

      

    


    EXECUTED
      as of the Date of Issuance indicated above.

     

    
      	 	
              ARNO
                THERAPEUTICS, INC.

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	
              Scott
                Z. Fields, M.D.

            
	 	 	
              Title:

            	
              President

            


    

    


    ATTEST:

    

      
        	
                By:

              	 	
              
	
                Name: David
                  M. Tanen

              
	
                Title:   Secretary

              


      

    


    
      
        
        

      

      
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          8 -

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

    


    FORM
      OF
      SUBSCRIPTION

     

    (To
      be
      signed only upon exercise of Warrant)

     

    To: Arno
      Therapeutics,
      Inc.

    

      The
        undersigned, the holder of the attached Common Stock Warrant, hereby elects
        to
        exercise the purchase right represented by such Warrant for, and to purchase
        thereunder,                                    1
        shares of Common Stock of Arno
        Therapeutics,
        Inc. and
        such
        holder herewith
        makes payment of $_________ therefor.

    


    The
      undersigned requests that certificates for such shares be issued in the name
      of,
      and delivered to: _________ whose
      address is: _____________________________________________________.  

     

    
      
        
          
            
              	
                      DATED:    
                        _____________________________

                    	 	 
	 	 	 
	 	 	 
	 	 	
                      (Signature
                        must conform in all respects to name of Holder as

                      specified
                        on the face of the Warrant)

                    
	 	 	 
	 	 	
                      Name:

                    	 
	 	 	 	 
	 	 	
                      Title:

                    	 


            

          

        

      

    

    
       

      
        

      

    

     

    1
      Insert
      here the number of shares called for on the face of the Warrant (or, in the
      case
      of a partial exercise, the portion thereof as to which the Warrant is being
      exercised), in either case without making any adjustment for any stock or other
      securities or property or cash which, pursuant to the adjustment provisions
      of
      the Warrant, may be deliverable upon exercise.


    
      
        
        

      

      
        -
          9 -

        
          

        

      

      
        
        

      

    


    EXHIBIT
      II

     

    ASSIGNMENT
      FORM

    


    (To
      assign the foregoing warrant, execute

    this
      form
      and supply required information. 

    Do
      not
      use this form to exercise the warrant.)

    


    FOR
      VALUE
      RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
      assigned to

    


    _______________________________________________
      whose address is

    


    _______________________________________________________________.

    


    _______________________________________________________________


    

      
        	 	
                Dated:
                  ______________, 20___

              
	 	 
	 	
                Holder’s
                  Signature:     
                  ______________________________

              
	 	 
	 	
                Holder’s
                  Address:       
                  ______________________________

                 

                                              
                  __________________________

              


      

    

    


    Signature
      Guaranteed: ___________________________________________


    


    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant, without alteration or enlargement or any change
      whatsoever, and must be guaranteed by a bank or trust company. Officers of
      corporations and those acting in a fiduciary or other representative capacity
      should file proper evidence of authority to assign the foregoing
      Warrant.

     

    
      
        
        

      

      
        -
          10 -