EXHIBIT 4.5

                             FORM OF CLASS L WARRANT


THIS WARRANT AND THE SECURITIES  RECEIVABLE  UPON EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR ANY  STATE  SECURITIES  LAW,  AND  MAY  NOT BE  SOLD,  TRANSFERRED,  PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION  STATEMENT UNDER
THE  SECURITIES  ACT AND  APPLICABLE  STATE  SECURITIES  LAWS SHALL HAVE  BECOME
EFFECTIVE WITH REGARD THERETO,  OR (ii) AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS IS AVAILABLE IN CONNECTION
WITH SUCH OFFER, SALE OR TRANSFER.

AN INVESTMENT IN THESE  SECURITIES  INVOLVES A HIGH DEGREE OF RISK.  SUBSCRIBERS
MUST RELY ON THEIR OWN ANALYSIS OF THE  INVESTMENT  AND  ASSESSMENT OF THE RISKS
INVOLVED. SEE THE RISK FACTORS SET FORTH IN THE ATTACHED DISCLOSURE DOCUMENTS AS
EXHIBIT F.

Warrant to Purchase
125,000 shares

                    SERIES L WARRANT TO PURCHASE COMMON STOCK
                                       OF
                          LIGHTPATH TECHNOLOGIES, INC.

     THIS CERTIFIES  that Dunwoody  Brokerage  Services,  Inc. or any subsequent
("Holder") hereof, has the right to purchase from LIGHTPATH TECHNOLOGIES,  INC.,
a Delaware  corporation  (the  "Company"),  not more than 125,000 fully paid and
nonassessable  shares  of the  Company's  Class A Common  Stock,  $.01 par value
("Common Stock"), at a price equal to the Exercise Price as defined in Section 3
below,  subject to adjustment as provided herein,  at any time on or before 5:00
p.m., Atlanta, Georgia time, on November 2, 2004.

     The Holder of this  Warrant  agrees with the Company  that this  Warrant is
issued and all rights  hereunder shall be held subject to all of the conditions,
limitations and provisions set forth herein.

     1. DATE OF ISSUANCE.

     This  Warrant  shall be deemed to be issued on  November  2, 1999 ("Date of
Issuance").

     2. EXERCISE.

     (a) MANNER OF  EXERCISE.  This  Warrant may be  exercised  as to all or any
lesser  number of full shares of Common Stock covered  hereby upon  surrender of
this  Warrant,  with the  Exercise  Form  attached  hereto  duly  completed  and
executed,  together with the full  Exercise  Price (as defined in Section 3) for
each share of Common Stock as to which this Warrant is exercised,  at the office
of the Company,  LightPath  Technologies,  Inc.,  6820 Academy  Parkway East NE,
Albuquerque,  New  Mexico  87109,  Attention:  President,  Telephone  No.  (505)
342-1100,  Telecopy No. (505) 342-1111, or at such other office or agency as the
Company may designate in writing, by overnight mail, with an advance copy of the
Exercise Form  attached as Exhibit A ("Exercise  Form") sent by facsimile to the
Company and its Transfer Agent (such surrender and payment of the Exercise Price
hereinafter called the "Exercise of this Warrant").

     (b) DATE OF  EXERCISE.  The  "Date of  Exercise"  of the  Warrant  shall be
defined as the date that the advance copy of the completed and executed Exercise
Form is sent by facsimile to the Company and its Transfer  Agent,  provided that
the original  Warrant and Exercise Form are received by the Company  within five
(5) business  days  thereafter.  The original  Warrant and Exercise Form must be

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received within five (5) business days of the Date of Exercise,  or the exercise
may, at the Company's  option,  be considered void.  Alternatively,  the Date of
Exercise shall be defined as the date the original  Exercise Form is received by
the Company, if Holder has not sent advance notice by facsimile.

     (c)  CANCELLATION  OF WARRANT.  This  Warrant  shall be  canceled  upon its
Exercise,  and,  as soon as  practical  after the Date of  Exercise,  the Holder
hereof  shall be  entitled  to  receive  Common  Stock for the  number of shares
purchased upon such Exercise,  and if this Warrant is not exercised in full, the
Holder shall be entitled to receive a new Warrant or Warrants  (containing terms
identical to this Warrant)  representing any unexercised portion of this Warrant
in addition to such Common Stock.

     (d) HOLDER OF RECORD.  Each  person in whose name any Warrant for shares of
Common Stock is issued  shall,  for all  purposes,  be deemed to have become the
Holder  of  record  of such  shares  on the Date of  Exercise  of this  Warrant,
irrespective of the date of delivery of such shares of Common Stock.  Nothing in
this Warrant shall be construed as conferring  upon the Holder hereof any rights
as a shareholder of the Company.

     3. PAYMENT OF WARRANT EXERCISE PRICE.

     The Exercise Price ("Exercise  Price") shall equal $5.00 ("Initial Exercise
Price")  or, if the Date of Exercise is more than one (1) year after the Date of
Issuance, the lesser of (i) the Initial Exercise Price or (ii) the "Lowest Reset
Price",  as that term is defined  below.  The Company  shall  calculate a "Reset
Price" on each six month  anniversary  date of the Date of Issuance  which shall
equal one hundred  percent (100%) of the average  Closing Price of the Company's
Common Stock for the five (5) trading days ending on such six month  anniversary
date of the Date of  Issuance.  The "Lowest  Reset Price" shall equal the lowest
Reset Price determined on any six month anniversary date of the Date of Issuance
preceding  the Date of  Exercise,  taking  into  account,  as  appropriate,  any
adjustments made pursuant to Section 5 hereof.

     For purposes  hereof,  the term "Closing  Price" shall mean the closing bid
price on the National  Association  of Securities  Dealers  Automated  Quotation
System ("Nasdaq") Small Cap Market or OTC Bulletin Board, or if no longer traded
on the Nasdaq Small Cap Market or OTC Bulletin  Board,  the closing price on the
principal national securities exchange or the  over-the-counter  system on which
the Common  Stock is so traded and, if not  available,  the mean of the high and
low  prices  on the  principal  national  securities  exchange  or the  National
Securities Exchange on which the Common Stock is so traded.

     Payment of the Exercise  Price may be made by either of the  following or a
combination thereof, at the election of Holder:

     (i) CASH EXERCISE: cash, bank or cashiers check or wire transfer; or

     (ii) CASHLESS  EXERCISE:  surrender of this Warrant at the principal office
of the Company  together  with notice of cashless  election,  in which event the
Company shall issue Holder a number of shares of Common Stock computed using the
following formula:

                                  X = Y (A-B)/A

    where: X = the number of shares of Common Stock to be issued to Holder.

           Y = the number of shares of Common Stock for which this Warrant is
               being exercised.

           A = the Market Price of one (1) share of Common Stock  (for purposes
               of this Section 3(ii), the "Market Price" shall be defined as the
               average  closing  price  of the  Common  Stock  for the  five (5)
               trading  days prior to the Date of Exercise of this  Warrant (the
               "Average Closing Price"),  as reported by Nasdaq or if the Common
               Stock is not traded on Nasdaq,  the Average  Closing Price in the
               over-the-counter  market;  provided,  however, that if the Common
               Stock is listed on a stock  exchange,  the Market  Price shall be
               the Average  Closing Price on such exchange.  If the Common Stock
               is/was not traded  during the five (5) trading  days prior to the
               Date of Exercise,  then the closing  price for the last  publicly
               traded  day shall be deemed to be the  closing  price for any and
               all (if applicable) days during such five (5) trading day period.

           B = the Exercise Price.

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For purposes of Rule 144 and  sub-section  (d)(3)(ii)  thereof,  it is intended,
understood and acknowledged that the Common Stock issuable upon exercise of this
Warrant in a cashless exercise transaction shall be deemed to have been acquired
at the time this Warrant was issued.  Moreover,  it is intended,  understood and
acknowledged that the holding period for the Common Stock issuable upon exercise
of this  Warrant  in a  cashless  exercise  transaction  shall be deemed to have
commenced on the date this Warrant was issued.

     4. TRANSFER AND REGISTRATION.

     (a)  TRANSFER  RIGHTS.  Subject  to the  provisions  of  Section  8 of this
Warrant,  this Warrant may be transferred on the books of the Company,  in whole
or in part, in person or by attorney,  upon  surrender of this Warrant  properly
completed and endorsed.  This Warrant shall be canceled upon such surrender and,
as soon as  practicable  thereafter,  the person to whom such  transfer  is made
shall be entitled to receive a new Warrant or Warrants as to the portion of this
Warrant transferred, and the Holder of this Warrant shall be entitled to receive
a new Warrant or Warrants as to the portion hereof retained.

     (b) REGISTRABLE SECURITIES.  The Common Stock issuable upon the exercise of
this Warrant constitute "Registrable Securities" under that certain Registration
Rights  Agreement dated on or about October ___, 1999 by and between the Company
and Dunwoody Brokerage Services, Inc., and, accordingly,  has the benefit of the
registration rights pursuant to that agreement.

     5. ANTI-DILUTION ADJUSTMENTS.

     (a) STOCK  DIVIDEND.  If the Company  shall at any time  declare a dividend
payable in shares of Common Stock, then the Holder hereof, upon Exercise of this
Warrant after the record date for the  determination  of Holders of Common Stock
entitled to receive such dividend, shall be entitled to receive upon Exercise of
this  Warrant,  in addition to the number of shares of Common  Stock as to which
this Warrant is Exercised, such additional shares of Common Stock as such Holder
would have received had this Warrant been  Exercised  immediately  prior to such
record date and the Exercise Price will be proportionately adjusted.

     (b) RECAPITALIZATION OR RECLASSIFICATION.  If the Company shall at any time
effect a recapitalization, reclassification or other similar transaction of such
character  that the  shares  of Common  Stock  shall be  changed  into or become
exchangeable  for a larger or smaller number of shares,  then upon the effective
date thereof, the number of shares of Common Stock which the Holder hereof shall
be entitled to purchase  upon  Exercise of this  Warrant  shall be  increased or
decreased,  as the case may be, in direct proportion to the increase or decrease
in the  number of shares  of  Common  Stock by reason of such  recapitalization,
reclassification or similar transaction, and the Exercise Price shall be, in the
case of an increase in the number of shares,  proportionally  decreased  and, in
the case of  decrease  in the number of shares,  proportionally  increased.  The
Company shall give the Warrant  Holder the same notice it provides to holders of
Common Stock of any transaction described in this Section 5(b).

     (c)  DISTRIBUTIONS.  If the Company shall at any time distribute to Holders
of Common Stock cash,  evidences of indebtedness  or other  securities or assets
(other than cash dividends or distributions payable out of earned surplus or net
profits for the current or preceding year) then, in any such case, the Holder of
this Warrant shall be entitled to receive,  upon exercise of this Warrant,  with
respect to each share of Common Stock issuable upon such Exercise, the amount of
cash or  evidences  of  indebtedness  or other  securities  or assets which such
Holder  would have been  entitled to receive  with respect to each such share of
Common  Stock as a result of the  happening  of such event had this Warrant been
Exercised immediately prior to the record date or other date fixing shareholders
to be affected by such event (the "Determination  Date") or, in lieu thereof, if
the Board of  Directors  of the Company  should so determine at the time of such
distribution,  a reduced  Exercise Price  determined by multiplying the Exercise
Price on the  Determination  Date by a fraction,  the  numerator of which is the
result  of such  Exercise  Price  reduced  by the  value  of  such  distribution
applicable  to one share of Common  Stock  (such value to be  determined  by the
Board in its discretion) and the denominator of which is such Exercise Price.

     (d)  NOTICE  OF  CONSOLIDATION  OR  MERGER.  In  the  event  of  a  merger,
consolidation,  exchange of shares, recapitalization,  reorganization,  or other
similar event,  as a result of which shares of Common Stock of the Company shall

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be changed into the same or a different  number of shares of the same or another
class or  classes  of stock or  securities  or other  assets of the  Company  or
another  entity  or there is a sale of all or  substantially  all the  Company's
assets  (a  "Corporate  Change"),  then this  Warrant  shall be  assumed  by the
acquiring  entity or any affiliate  thereof and thereafter this Warrant shall be
exercisable into such class and type of securities or other assets as the Holder
would have received had the Holder exercised this Warrant  immediately  prior to
such  Corporate  Change;  provided,  however,  that  Company  may not affect any
Corporate Change unless it first shall have given thirty (30) days notice to the
Holder hereof of any Corporate Change.

     (e) EXERCISE PRICE  ADJUSTED.  As used in this Warrant,  the term "Exercise
Price"  shall mean the purchase  price per share  specified in Section 3 of this
Warrant,  as it may be reset from time to time, until the occurrence of an event
stated in subsection (a), (b) or (c) of this Section 5 and thereafter shall mean
said price as adjusted  from time to time in accordance  with the  provisions of
said  subsection.  No such adjustment  under this Section 5 shall be made unless
such  adjustment  would change the  Exercise  Price at the time by $.01 or more;
provided,  however,  that all adjustments not so made shall be deferred and made
when the aggregate  thereof would change the Exercise  Price at the time by $.01
or more.  No  adjustment  made pursuant to any provision of this Section 5 shall
have the effect of increasing the total  consideration  payable upon Exercise of
this  Warrant in respect of all the Common Stock as to which this Warrant may be
exercised.  Notwithstanding  anything  to the  contrary  contained  herein,  the
Exercise  Price  shall not be  reduced  to an amount  below the par value of the
Common Stock.

     (f) ADJUSTMENTS: ADDITIONAL SHARES, SECURITIES OR ASSETS. In the event that
at any time, as a result of an  adjustment  made pursuant to this Section 5, the
Holder of this Warrant shall, upon Exercise of this Warrant,  become entitled to
receive shares and/or other securities or assets (other than Common Stock) then,
wherever  appropriate,  all references herein to shares of Common Stock shall be
deemed to refer to and include such shares  and/or other  securities  or assets;
and thereafter the number of such shares and/or other securities or assets shall
be subject to adjustment  from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 5.

     6. FRACTIONAL INTERESTS.

     No  fractional  shares or scrip  representing  fractional  shares  shall be
issuable upon the Exercise of this Warrant, but on Exercise of this Warrant, the
Holder hereof may purchase only a whole number of shares of Common Stock. If, on
Exercise of this  Warrant,  the Holder  hereof would be entitled to a fractional
share of Common Stock or a right to acquire a fractional  share of Common Stock,
such  fractional  share shall be disregarded  and the number of shares of Common
Stock issuable upon conversion shall be the next higher number of shares.

     7. RESERVATION OF SHARES.

     The  Company  shall at all  times  reserve  for  issuance  such  number  of
authorized and unissued shares of Common Stock (or other securities  substituted
therefor as herein  above  provided)  as shall be  sufficient  for  Exercise and
payment of the Exercise Price of this Warrant.  The Company covenants and agrees
that upon  Exercise of this  Warrant,  all shares of Common Stock  issuable upon
such Exercise shall be duly and validly issued,  fully paid,  nonassessable  and
not subject to preemptive  rights,  rights of first refusal or similar rights of
any person or entity.

     8. RESTRICTIONS ON TRANSFER.

     (a) REGISTRATION OR EXEMPTION  REQUIRED.  This Warrant and the Common Stock
issuable on Exercise hereof have not been registered under the Securities Act of
1933,  as  amended,  and  may  not  be  sold,  assigned,  transferred,  pledged,
hypothecated  or  otherwise  disposed of in the absence of  registration  or the
availability  of an exemption  from  registration  under said Act. All shares of
Common Stock  issued upon  Exercise of this  Warrant  shall bear an  appropriate
legend to such effect, if applicable.

     (b) ASSIGNMENT. Assuming the conditions of (a) above regarding registration
or exemption have been satisfied, the Holder may sell, transfer,  assign, pledge
or otherwise dispose of this Warrant,  in whole or in part. Holder shall deliver
a  written  notice  to  Company,  substantially  in the  form of the  Assignment
attached  hereto as  Exhibit  B,  indicating  the  person or persons to whom the
Warrant shall be assigned and the  respective  number of warrants to be assigned

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<PAGE>
to each assignee.  The Company shall effect the assignment  within ten days, and
shall deliver to the  assignee(s)  designated by Holder a Warrant or Warrants of
like tenor and terms for the appropriate number of shares.

     (c)  INVESTMENT   INTENT.  The  Warrant  and  Common  Stock  issuable  upon
conversion  are  intended  to be held for  investment  purposes  and not with an
intent to distribution, as defined in the Act.

     9. BENEFITS OF THIS WARRANT.

     Nothing in this Warrant  shall be construed to confer upon any person other
than the Company and the Holder of this  Warrant any legal or  equitable  right,
remedy or claim under this  Warrant and this  Warrant  shall be for the sole and
exclusive benefit of the Company and the Holder of this Warrant.

     10. APPLICABLE LAW.

     This  Warrant is issued under and shall for all purposes be governed by and
construed in accordance  with the laws of the state of Georgia,  without  giving
effect to conflict of law provisions thereof.

     11. LOSS OF WARRANT.

     Upon receipt by the Company of evidence of the loss, theft,  destruction or
mutilation of this Warrant,  and (in the case of loss,  theft or destruction) of
indemnity or security reasonably satisfactory to the Company, and upon surrender
and  cancellation of this Warrant,  if mutilated,  the Company shall execute and
deliver a new Warrant of like tenor and date.

     12. NOTICE OR DEMANDS.

     Notices  or  demands  pursuant  to this  Warrant to be given or made by the
Holder of this Warrant to or on the Company shall be sufficiently  given or made
if sent by certified or  registered  mail,  return  receipt  requested,  postage
prepaid,  and addressed,  until another  address is designated in writing by the
Company,   LightPath   Technologies,   Inc.,   6820  Academy  Parkway  East  NE,
Albuquerque,  New  Mexico  87109,  Attention:  President,  Telephone  No.  (505)
342-1100,  Telecopy  No.  (505)  342-1111.  Notices or demands  pursuant to this
Warrant to be given or made by the  Company to or on the Holder of this  Warrant
shall be  sufficiently  given or made if sent by certified or  registered  mail,
return receipt requested, postage prepaid, and addressed, Attn: Holder, address:
c/o Eric S. Swartz,  200 Roswell  Summit,  Suite 285, 1080 Holcomb  Bridge Road,
Roswell,  Georgia  30076,  until  another  address is  designated  in writing by
Holder.

     IN WITNESS  WHEREOF,  the undersigned has executed this Warrant as of the 2
day of November, 1999.

                                    LIGHTPATH TECHNOLOGIES, INC.

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

                                    Print Name:
                                                --------------------------------

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

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<PAGE>
                                    EXHIBIT A

                       EXERCISE FORM FOR SERIES L WARRANT

                            TO: ___________________.

     The  undersigned  hereby  irrevocably   exercises  the  right  to  purchase
____________  of the shares of Common Stock of LIGHTPATH  TECHNOLOGIES,  INC., a
Delaware  corporation,  evidenced by the attached Series L Warrant, and herewith
makes payment of the Exercise  Price with respect to such shares in full, all in
accordance with the conditions and provisions of said Warrant.

     The undersigned agrees not to offer, sell, transfer or otherwise dispose of
any of such Common Stock,  except in accordance with the provisions of Section 8
of the Warrant,  and consents  that the  following  legend may be affixed to the
stock certificates for the Common Stock hereby subscribed for, if such legend is
applicable:

         "The securities  represented  hereby have not been registered under the
         Securities  Act of 1933,  as amended  (the  "Securities  Act"),  or any
         provincial or state  securities law, and may not be sold,  transferred,
         pledged,  hypothecated  or  otherwise  disposed  of until  either (i) a
         registration   statement   under  the  Securities  Act  and  applicable
         provincial or state  securities  laws shall have become  effective with
         regard  thereto,  or (ii) an  exemption  from  registration  under  the
         Securities  Act or applicable  provincial or state  securities  laws is
         available in connection with such offer, sale or transfer."

     The undersigned requests that stock certificates for such shares be issued,
and a warrant representing any unexercised portion hereof be issued, pursuant to
the  Warrant  in  the  name  of  the  Registered  Holder  and  delivered  to the
undersigned at the address set forth below:


Dated:

--------------------------------------------------------------------------------
                         Signature of Registered Holder

--------------------------------------------------------------------------------
                        Name of Registered Holder (Print)

--------------------------------------------------------------------------------
                                     Address

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                                    EXHIBIT B

                                   ASSIGNMENT

                    (To be executed by the registered Holder
                        desiring to transfer the Warrant)

FOR VALUE RECEIVED, the undersigned Holder of the attached Warrant hereby sells,
assigns  and  transfers  unto the  person or  persons  below  named the right to
purchase  _______  shares of the Common  Stock of LIGHTPATH  TECHNOLOGIES,  INC.
evidenced  by  the  attached  Series  L  Warrant  and  does  hereby  irrevocably
constitute  and appoint  _______________________  attorney to transfer  the said
Warrant  on the books of the  Company,  with full power of  substitution  in the
premises.

Dated: __________________               ________________________________________
                                                       Signature


Fill in for new Registration of Warrant:

-----------------------------------
               Name

-----------------------------------
             Address

-----------------------------------
Please print name and address of
assignee (including zip code number)

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NOTICE

The signature to the foregoing  Exercise Form or Assignment  must  correspond to
the name as written upon the face of the attached  Warrant in every  particular,
without alteration or enlargement or any change whatsoever.
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