EXHIBIT 10.4
------------



      THIS WARRANT ("WARRANT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT COVERING THIS
WARRANT UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT.

      VOID AFTER 5:00 P.M. EASTERN TIME ON JANUARY 10, 2002 ("EXPIRATION
DATE").




SUNRISE TECHNOLOGIES INTERNATIONAL, INC.

B WARRANT

WARRANT TO PURCHASE SHARES OF
COMMON STOCK, PAR VALUE $.001 PER SHARE

      This is to certify that, for VALUE RECEIVED, [_______________]
("Warrantholder"), is entitled to purchase, subject to the provisions of
this Warrant, from Sunrise Technologies International, Inc., a corporation
organized under the laws of Delaware ("Company"), at any time not later
than 5:00 P.M., Eastern time, on the Expiration Date, at an exercise price
per share equal to 115% of the Conversion Price (the exercise price in
effect from time to time hereafter being herein called the "Warrant Price")
such number of shares ("Warrant Shares") of Common Stock, par value $.001
per share ("Common Stock") of the Company equal to 25% of the sum of the
Underlying Shares (i) issued prior to March 1, 2000 and (ii) issuable on
March 1, 2000, in each case upon conversion of the Debentures purchased by
the original holder hereof pursuant to the Purchase Agreement (as defined
below) and without considering any limitations or restrictions contained in
Section 3(i) of the Debentures.  The number of Warrant Shares purchasable
upon exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time as described herein.

      This Warrant has been issued pursuant to the terms of the Purchase
Agreement ("Purchase Agreement") dated on or about the date hereof between
the Company and the Warrantholder.  Capitalized terms used herein and not
defined shall have the meaning specified in the Purchase Agreement.

          Section 1.    Registration.  The Company shall maintain books for
the transfer and registration of the Warrant.  Upon the initial issuance of
the Warrant, the Company shall issue and register the Warrant in the name
of the Warrantholder.

          Section 2.    Transfers.  As provided herein, the Warrant may be
transferred only pursuant to a registration statement filed under the
Securities Act of 1933, as amended ("Securities Act") or an exemption from
registration thereunder.  Subject to such restrictions, the Company shall
transfer from time to time, the Warrant, upon the books to be maintained by
the Company for that purpose, upon surrender thereof for transfer properly
endorsed or accompanied by appropriate instructions for transfer upon any
such transfer, and a new Warrant shall be issued to the transferee and the
surrendered Warrant shall be canceled by the Company.



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          Section 3.

            (a)   Exercise of Warrant.  Subject to the provisions hereof,
the Warrantholder may exercise the Warrant in whole or in part at any time
upon surrender of the Warrant, together with delivery of the duly executed
Warrant exercise form attached hereto (the "Exercise Agreement"), to the
Company during normal business hours on any business day at the Company's
principal executive offices (or such other office or agency of the Company
as it may designate by notice to the holder hereof), and upon payment to
the Company in cash, by certified or official bank check or by wire
transfer for the account of the Company of the Warrant Price for the
Warrant Shares specified in the Exercise.  The Warrant Shares so purchased
shall be deemed to be issued to the holder hereof or such holder's
designee, as the record owner of such shares, as of the close of business
on the date on which this Warrant (or evidence of loss, theft or
destruction thereof) shall have been surrendered, the completed Exercise
Agreement shall have been delivered, and payment shall have been made for
such shares as set forth above.  Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the
Exercise Agreement, shall be delivered to the holder hereof within a
reasonable time, not exceeding two (2) business days, after this Warrant
shall have been so exercised.  The certificates so delivered shall be in
such denominations as may be requested by the holder hereof and shall be
registered in the name of such holder or such other name as shall be
designated by such holder.  If this Warrant shall have been exercised only
in part, then, unless this Warrant has expired, the Company shall, at its
expense, at the time of delivery of such certificates, deliver to the
holder a new Warrant representing the number of shares with respect to
which this Warrant shall not then have been exercised.

             (b)  Redemption of Warrant.  Subject to the Purchase
Agreement, in the event that the Market Price is greater than 125% of the
Warrant Price for twenty (20) consecutive trading days ("Pre-Call Period"),
the Company shall have the right, upon at least thirty (30) business days'
prior written notice to the Warrantholder ("Redemption Notice") (the period
from the Redemption Notice to the redemption date being referred to as the
"Post-Call Period"), to redeem all or any portion of this Warrant which has
not previously been exercised, at a redemption price equal to $.01 per
Warrant Share issuable hereunder for the portion hereof being redeemed.
The Warrantholder may exercise this Warrant, including any portion subject
to a Redemption Notice, during the period from the date of such Redemption
Notice through the date on which the redemption price for such Warrants is
paid by the Company, and the Company shall honor all tendered Exercise
Agreements during such period.  Any Redemption Notice under this Section
shall be irrevocable and shall indicate the portion of this Warrant to be
redeemed and the date (subject to the terms hereof) on which such
redemption is to occur.  If the Company intends to redeem less than all of
the then outstanding Warrants issued to Investors under the Purchase
Agreement, it shall do so on a pro rata basis among such holders in
accordance with this Section.  Failure by the Company to redeem this
Warrant on a timely basis after delivering a Redemption Notice shall result
in the Company being prohibited from exercising such right pursuant to this
Section again.

            Notwithstanding anything to the contrary herein, the Company
shall be prohibited from exercising its right to redeem this Warrant
pursuant to this Section unless during the entire Pre-Call Period and Post-
Call Period (i) all the Warrant Shares with respect to this Warrant are
either (A) covered by an effective registration statement under the
Securities Act and a deliverable prospectus or (B) freely tradeable under
Rule 144(k) thereunder, and (ii) the Warrant Shares with respect to this
Warrant are listed and traded on the Nasdaq Stock Market.



<PAGE>


          Section 4.    Compliance with the Securities Act of 1933.
Neither this Warrant nor the Common Stock issued upon exercise hereof nor
any other security issued or issuable upon exercise of this Warrant may be
offered or sold except as provided in this agreement and in conformity with
the Securities Act of 1933, as amended, and then only against receipt of an
agreement of such person to whom such offer of sale is made to comply with
the provisions of this Section 4 with respect to any resale or other
disposition of such security.  The Company may cause the legend set forth
on the first page of this Warrant to be set forth on each Warrant or
similar legend on any security issued or issuable upon exercise of this
Warrant until the Warrant Shares have been registered for resale under the
Registration Rights Agreement or until Rule 144 is available, unless
counsel for the Company is of the opinion as to any such security that such
legend is unnecessary.

          Section 5.    Payment of Taxes.  The Company will pay any
documentary stamp taxes attributable to the initial issuance of Warrant
Shares issuable upon the exercise of the Warrant; provided, however, that
the Company shall not be required to pay any tax or taxes which may be
payable in respect of any transfer involved in the issue or delivery of any
certificates for Warrant Shares in a name other than that of the registered
holder of the Warrant in respect of which such shares are issued, and in
such case, the Company shall not be required to issue or deliver any
certificate for Warrant Shares or any Warrant until the person requesting
the same has paid to the Company the amount of such tax or has established
to the Company's satisfaction that such tax has been paid.  The holder
shall be responsible for income taxes due under federal or state law, if
any such tax is due.

          Section 6.    Mutilated or Missing Warrants.  In case the Warrant
shall be mutilated, lost, stolen, or destroyed, the Company shall issue in
exchange and substitution of and upon cancellation of the mutilated
Warrant, or in lieu of and substitution for the Warrant lost, stolen or
destroyed, a new Warrant of like tenor and for the purchase of a like
number of Warrant Shares, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction of the
Warrant, and with respect to a lost, stolen or destroyed Warrant,
reasonable indemnity or bond, if requested by the Company.

          Section 7.    Reservation of Common Stock.  The Company hereby
represents and warrants that there have been reserved, and the Company
shall at all applicable times keep reserved, out of the authorized and
unissued Common Stock, a number of shares sufficient to provide for the
exercise of the rights of purchase represented by the Warrant, and the
transfer agent for the Common Stock ("Transfer Agent"), and every
subsequent transfer agent for the Common Stock or other shares of the
Company's capital stock issuable upon the exercise of any of the right of
purchase aforesaid, shall be irrevocably authorized and directed at all
times to reserve such number of authorized and unissued shares of Common
Stock as shall be requisite for such purpose.  The Company agrees that all
Warrant Shares issued upon exercise of the Warrant shall be, at the time of
delivery of the certificates for such Warrant Shares, duly authorized,
validly issued, fully paid and non-assessable shares of Common Stock of the
Company.  The Company will keep a conformed copy of this Warrant on file
with the Transfer Agent and with every subsequent transfer agent for the
Common Stock or other shares of the Company's capital stock issuable upon
the exercise of the rights of purchase represented by the Warrant.  The
Company will supply from time to time the Transfer Agent with duly executed
stock certificates required to honor the outstanding Warrant.

          Section 8.    Warrant Price.  The Warrant Price, subject to
adjustment as provided in Section 9, shall, if payment is made in cash or
by certified check, be payable in lawful money of the United States of
America.



<PAGE>


          Section 9.    Adjustments.  Subject and pursuant to the
provisions of this Section 9, the Warrant Price and number of Warrant
Shares subject to this Warrant shall be subject to adjustment from time to
time as set forth hereinafter.

            (a)   If the Company shall at any time or from time to time
while the Warrant is outstanding, pay a dividend or make a distribution on
its Common Stock in shares of Common Stock, subdivide its outstanding
shares of Common Stock into a greater number of shares or combine its
outstanding shares into a smaller number of shares or issue by
reclassification of its outstanding shares of Common Stock any shares of
its capital stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing
corporation), then the number of Warrant Shares purchasable upon exercise
of the Warrant and the Warrant Price in effect immediately prior to the
date upon which such change shall become effective, shall be adjusted by
the Company so that the Warrantholder thereafter exercising the Warrant
shall be entitled to receive the number of shares of Common Stock or other
capital stock which the Warrantholder would have received if the Warrant
had been exercised immediately prior to such event.  Such adjustment shall
be made successively whenever any event listed above shall occur.

            (b)   If any capital reorganization, reclassification of the
capital stock of the Company, consolidation or merger of the Company with
another corporation, or sale, transfer or other disposition of all or
substantially all of the Company's properties to another corporation shall
be effected, then, as a condition of such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition, lawful and
adequate provision shall be made whereby each Warrantholder shall
thereafter have the right to purchase and receive upon the basis and upon
the terms and conditions herein specified and in lieu of the Warrant Shares
immediately theretofore issuable upon exercise of the Warrant, such shares
of stock, securities or properties as may be issuable or payable with
respect to or in exchange for a number of outstanding Warrant Shares equal
to the number of Warrant Shares immediately theretofore issuable upon
exercise of the Warrant, had such reorganization, reclassification,
consolidation, merger, sale, transfer or other disposition not taken place,
and in any such case appropriate provision shall be made with respect to
the rights and interests of each Warrantholder to the end that the
provisions hereof (including, without limitations, provision for adjustment
of the Warrant Price) shall thereafter be applicable, as nearly equivalent
as may be practicable in relation to any shares of stock, securities or
properties thereafter deliverable upon the exercise hereof.  The Company
shall not effect any such consolidation, merger, sale, transfer or other
disposition unless prior to or simultaneously with the consummation thereof
the successor corporation (if other than the Company) resulting from such
consolidation or merger, or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or entity shall
assume, by written instrument executed and delivered to the Company, the
obligation to deliver to the holder of the Warrant such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase and the other obligations under this
Warrant.  The provisions of this paragraph (b) shall similarly apply to
successive reorganizations, reclassifications, consolidations, mergers,
sales, transfers or other dispositions.

            (c)   In case the Company shall fix a record date for the
making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness or
assets (other than cash dividends or cash distributions payable out of
consolidated earnings or earned surplus or dividends or distributions
referred to in Section 9(a)), or subscription rights or warrants, the
Warrant Price to be in effect after such record date shall be determined by


<PAGE>


multiplying the Warrant Price in effect immediately prior to such record
date by a fraction, the numerator of which shall be the total number of
shares of Common Stock outstanding multiplied by the Market Price per share
of Common Stock (as determined pursuant to Section 3), less the fair market
value (as determined by the Company's Board of Directors in good faith) of
said assets or evidences of indebtedness so distributed, or of such
subscription rights or warrants, and the denominator of which shall be the
total number of shares of Common Stock outstanding multiplied by such
current Market Price per share of Common Stock.  Such adjustment shall be
made successively whenever such a record date is fixed.

            (d)   If the Company shall at any time or from time to time
during the MFN Period (as defined in Section 7.1 of the Purchase Agreement)
issue or sell in a financing transaction (which shall not include any sales
or issuances of Common Stock after the date hereof pursuant to contractual
obligations in effect on the date hereof), (A) any shares of Common Stock
for a Per Share Selling Price (as defined in Section 7.1 of the Purchase
Agreement) less than the Warrant Price (as defined above) or (B) any
securities convertible into shares of Common Stock ("Convertible
Securities") for which the Per Share Selling Price of the Common Stock is
less than the Warrant Price (as defined above) on the date of such
issuance, then the Warrant Price shall be automatically reset (if it would
result in a reduction of such price) to a price equal to such Per Share
Selling Price, regardless of whether such adjusted Warrant Price falls
below the $3.00 floor set forth in the definition of "Conversion Price"
under the Purchase Agreement.  The number of Warrant Shares shall be
proportionally increased.  Such adjustments shall be made successively
whenever such sales are made.  If an adjustment (the "Adjustment") of the
Warrant Price is required pursuant hereto, the Company shall deliver to
each the Warrantholder within eight calendar days of the closing of the
transaction giving rise to the Adjustment ("Delivery Date") a notice
("Adjustment Notice") stating that such Warrant Price has been
automatically adjusted as of the Delivery Date, and such notice shall
constitute an amendment to this Warrant.  In the event the Company fails to
deliver the Adjustment Notice by the applicable Delivery Date, the Company
shall be liable to each Warrantholder for a delay payment equal to 2% of
(x) the number of Warrant Shares issuable hereunder times (y) the Market
Price, per month payable in Common Stock or cash, at the Warrantholder's
election (provided, that such failure to notify shall not affect automatic
adjustment of the Warrant Price).  The Company shall give to Warrantholder
written notice of any such sale of Common Stock within 24 hours of the
closing of any such sale and shall within such 24 hour period issue a press
release announcing such sale.

            (e)   An adjustment shall become effective immediately after
the record date in the case of each dividend or distribution and
immediately after the effective date of each other event which requires an
adjustment.

            (f)   In the event that, as a result of an adjustment made
pursuant to Section 9, the holder of the Warrant shall become entitled to
receive any shares of capital stock of the Company other than shares of
Common Stock, the number of such other shares so receivable upon exercise
of the Warrant shall be subject thereafter to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Warrant Shares contained in this Warrant.

          Section 10.   Fractional Interest.  The Company shall not be
required to issue fractions of Warrant Shares upon the exercise of the
Warrant.  If any fraction of a Warrant Share would, except for the
provisions of this Section, be issuable upon the exercise of the Warrant
(or specified portions thereof), the Company shall round such calculation
to the nearest whole number and disregard the fraction.



<PAGE>


          Section 11.   Benefits.  Nothing in this Warrant shall be
construed to give any person, firm or corporation (other than the Company
and the Warrantholder) any legal or equitable right, remedy or claim, it
being agreed that this Warrant shall be for the sole and exclusive benefit
of the Company and the Warrantholder.

          Section 12.   Notices to Warrantholder.  Upon the happening of
any event requiring an adjustment of the Warrant Price, the Company shall
forthwith give written notice thereof to the Warrantholder at the address
appearing in the records of the Company, stating the adjusted Warrant Price
and the adjusted number of Warrant Shares resulting from such event and
setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.  The certificate of the Company's
independent certified public accountants shall be conclusive evidence of
the correctness of any computation made, absent manifest error.  Failure to
give such notice to the Warrantholder or any defect therein shall not
affect the legality or validity of the subject adjustment.  At the
Warrantholder's request, the Company shall deliver to the Warrantholder as
of a requested date a notice specifying the number of Warrant Shares into
which this Warrant is exercisable as of such date.

          Section 13.   Identity of Transfer Agent.  The Transfer Agent for
the Common Stock is ChaseMellon Shareholder Services, c/o Gloria Pouncil,
235 Montgomery Street, 23rd Floor, San Francisco, CA  94104, Phone: (415)
643-1427.  Forthwith upon the appointment of any subsequent transfer agent
for the Common Stock or other shares of the Company's capital stock
issuable upon the exercise of the rights of purchase represented by the
Warrant, the Company will fax to the Warrantholder a statement setting
forth the name and address of such transfer agent.

          Section 14.   Notices.  Any notice pursuant hereto to be given or
made by the Warrantholder to or on the Company shall be sufficiently given
or made personally or if sent by an internationally recognized courier by
next day or two day delivery service, addressed as follows:

                        Sunrise Technologies International, Inc.
                        3400 West Warren Avenue
                        Fremont, California 94538
                        Telephone:  (510) 623-9001
                        Telefax:    (510) 623-9009
                        Attention:  Mr. Peter Jansen
                                    Chief Financial Officer

or such other address as the Company may specify in writing by notice to
the Warrantholder complying as to delivery with the terms of this
Section 14.

            Any notice pursuant hereto to be given or made by the Company
to or on the Warrantholder shall be sufficiently given or made if
personally delivered or if sent by an internationally recognized courier
service by overnight or two-day service, to the address set forth on the
books of the Company or, as to each of the Company and the Warrantholder,
at such other address as shall be designated by such party by written
notice to the other party complying as to delivery with the terms of this
Section 14.

            All such notices, requests, demands, directions and other
communications shall, when sent by courier, be effective two (2) days after
delivery to such courier as provided and addressed as aforesaid.

          Section 15.   Registration Rights.  The initial holder of this
Warrant is entitled to the benefit of certain registration rights in
respect of the Warrant Shares as provided in the Registration Rights
Agreement.



<PAGE>


          Section 16.   Successors.  All the covenants and provisions
hereof by or for the benefit of the Warrantholder shall bind and inure to
the benefit of its respective successors and permitted assigns hereunder.
The Warrantholder may assign or transfer this Warrant to any transferee
only with the prior consent of the Company, which may not be unreasonably
withheld or delayed, provided that the Warrantholder may assign or transfer
this Warrant to any of its affiliates without the consent of the Company.

          Section 17.   Governing Law.  This Warrant shall be deemed to be
a contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.

          Section 18.   9.9% and 19.9% Limitations.

                  (a)   Notwithstanding anything to the contrary contained
herein, the number of shares of Common Stock that may be acquired by the
holder upon exercise pursuant to the terms hereof shall not exceed a number
that, when added to the total number of shares of Common Stock deemed
beneficially owned by such holder (other than by virtue of the ownership of
securities or rights to acquire securities that have limitations on the
Holder's right to convert, exercise or purchase similar to the limitation
set forth herein), together with all shares of Common Stock deemed
beneficially owned by the holder's "affiliates" (as defined in Rule 144 of
the Securities Act) that would be aggregated for purposes of determining
whether a group under Section 13(d) of the Securities Exchange Act of 1934,
as amended, exists, would exceed 9.99% of the total issued and outstanding
shares of the Company's Common Stock (the "Restricted Ownership
Percentage"); provided that (w) each holder shall have the right at any
time and from time to time to reduce its Restricted Ownership Percentage
immediately upon notice to the Company and (x) each holder shall have the
right at any time and from time to time, to increase its Restricted
Ownership Percentage immediately (subject to waiver) in the event of a
pending or announced change of control transaction (including without
limitation a transaction that would result in a transfer of more than 50%
of the Company's voting power or equity, or a transaction that would result
in a person or "group" being deemed the beneficial owner of 50% or more of
the Company's voting power or equity).

            (b)   Each time (a "Covenant Time") the holder makes a
Triggering Acquisition (as defined below) of shares of Common Stock (the
"Triggering Shares") pursuant to the Agreement, the holder will be deemed
to covenant that it will not, during the balance of the day on which such
Triggering Acquisition occurs, and during the 61-day period beginning
immediately after that day, acquire additional shares of Common Stock
pursuant to Warrants existing at that Covenant Time, if the aggregate
amount of such additional shares so acquired (without reducing that amount
by any dispositions) would exceed (x) 9.99% of the number of shares of
Common Stock outstanding at that Covenant Time (including the Triggering
Shares) minus (y) the number of shares of Common Stock actually owned by
the Holder at that Covenant Time (regardless of how or when acquired, and
including the Triggering Shares).  "Triggering Acquisition" means the
exercise of the Warrant by the holder; provided, however, that with respect
to the exercise of this Warrant, if the associated issuance of shares of
Common Stock does not occur, such event shall cease to be a Triggering
Acquisition and the related covenant under this paragraph shall terminate.
At each Covenant Time, the Holder shall be deemed to waive any right it
would otherwise have to acquire shares of Common Stock to the extent that
such acquisition would violate any covenant given by the Holder under this
paragraph.

                  (i)   The covenant to be given pursuant to this paragraph
will be given at every Covenant Time and shall be calculated based on the
circumstances then in effect.  The making of a covenant at one Covenant
Time shall not terminate or modify any prior covenants.



<PAGE>


                  (ii)  The Warrantholder may therefore from time to time
be subject to multiple such covenants, each one having been made at a
different Covenant Time, and some possibly being more restrictive than
others.  The Warrantholder must comply with all such covenants then in
effect.

                  (c)   Notwithstanding anything contained herein, in no
event shall the Company issue shares of Common Stock hereunder to the
extent that the total number of shares issued or deemed issued to the
Investors (when added to the Underlying Shares and Warrant Shares) under
the Purchase Agreement would exceed 19.9% of the Company's issued and
outstanding shares of Common Stock on the date hereof.  Instead, the
Company shall redeem this Warrant to the extent necessary at such
consideration required to place the Investors in the same economic position
they would have been if not for such limitation.  Only shares acquired
pursuant to the Purchase Agreement will be included in determining whether
the limitation would be exceeded for purposes of this paragraph.




                         [Signature Page Follows]



<PAGE>


      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed as of January 10, 2000.



                        SUNRISE TECHNOLOGIES INTERNATIONAL, INC.



                        By:___________________________
                        Name:
                        Title:



Attest:


______________________________



<PAGE>


                 SUNRISE TECHNOLOGIES INTERNATIONAL, INC.
                           WARRANT EXERCISE FORM


Sunrise Technologies International, Inc.
3400 West Warren Avenue
Fremont, California 94538
Telephone:(510) 623-9001
Telefax:(510) 623-9009
Attention:  Mr. Peter Jansen
            Chief Financial Officer

      This undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant ("Warrant") for, and to purchase
thereunder by (CHECK AS APPLICABLE):

      [  ]  payment by cash, wire or certified check,
      [  ]  conversion of the within Warrant by surrender of the Warrant,
_______________ shares of Common Stock* ("Warrant Shares") provided for
therein, and requests that certificates for the Warrant Shares be issued as
follows:
                  _______________________________

                  Name
                  ________________________________
                  Address
                  ________________________________
                  ________________________________

and, if the number of Warrant Shares shall not be all the Warrant Shares
purchasable upon exercise of the Warrant, that a new Warrant for the
balance of the Warrant Shares.

      In lieu of delivering physical certificates representing the Warrant
Shares purchasable upon exercise of this Warrant, provided the Company's
transfer agent is participating in the Depository Trust Company ("DTC")
Fast Automated Securities Transfer ("FAST") program, upon request of the
Holder, the Company shall use its best efforts to cause its transfer agent
to electronically transmit the Warrant Shares issuable upon conversion or
exercise to the undersigned, by crediting the account of the undersigned's
prime broker with DTC through its Deposit Withdrawal Agent Commission
("DWAC") system.

Dated:            ______________________________

Signature:        ______________________________

                  ______________________________

Name (please print)
                  _______________________________

Address
                  _______________________________


   *  NOTE:  If conversion of the Warrant is made by surrender of the
Warrant and the number of shares indicated exceeds the maximum number of
shares to which a holder is entitled, the Company will issue such maximum
number of shares purchasable upon exercise of the Warrant registered in the
name of the undersigned Warrantholder or the undersigned's Assignee as
below indicated and deliver same to the address stated below.