EXHIBIT 4.6
                                 FORM OF WARRANT

THIS WARRANT AND THE  SECURITIES  ISSUABLE  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 OR EXERCISED  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. THE SUBSCRIBER
MUST RELY ON HIS OWN  ANALYSIS OF THE  INVESTMENT  AND  ASSESSMENT  OF THE RISKS
INVOLVED. SEE THE RISK FACTORS SET FORTH IN THE ATTACHED DISCLOSURE DOCUMENTS AS
EXHIBIT C.


Warrant to Purchase
281,250 shares

                    WARRANT TO PURCHASE CLASS A COMMON STOCK
                                       OF
                          LIGHTPATH TECHNOLOGIES, INC.

     THIS  CERTIFIES  that  the  ROBERT  RIPP or any  subsequent  holder  hereof
("Holder"),  has the right to purchase  from  LIGHTPATH  TECHNOLOGIES,  INC.,  a
Delaware corporation (the "Company"), up to 281,250 fully paid and nonassessable
shares of the Company's Class A common stock,  $.01 par value per share ("Common
Stock"),  subject to  adjustment  as  provided  herein,  at a price equal to the
Exercise Price as defined in Section 3 below,  at any time beginning on the Date
of Issuance (defined below) and ending at 5:00 p.m., New York, New York time, on
November 10, 2009 (the "Exercise Period").

     Holder  agrees with the Company that this Warrant to Purchase  Common Stock
of  LightPath  Technologies,  Inc.  (this  "Warrant")  is issued  and all rights
hereunder  shall  be held  subject  to all of the  conditions,  limitations  and
provisions set forth herein.

     By accepting this Warrant,  Holder  acknowledges that this Warrant has been
issued by the Company in reliance upon those representations and warranties made
by the Holder in that certain Subscription Agreement previously delivered to the
Company, and further affirms that all of such representations and warranties are
true and correct in all material respects as of the date of this Warrant.

     The  issuance of this  Warrant and the Holder's  rights  hereunder  are not
conditional on the Holder's status as a director of the Company and this Warrant
shall not be forfeited or otherwise  affected if the Holder is not a director of
the Company.

     1. DATE OF ISSUANCE.  This Warrant shall be deemed to be issued on November
11, 1999 ("Date of Issuance").

     2. EXERCISE

     (a) MANNER OF  EXERCISE.  During the Exercise  Period,  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 as
Exhibit A (the "Exercise  Form") duly completed and executed,  together with the
full  Exercise  Price (as  defined  below) for each share of Common  Stock as to
which this  Warrant is  exercised,  at the office of the  Company,  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 sent to the Company and its Transfer  Agent by
facsimile (such surrender and payment of the Exercise Price  hereinafter  called
the "Exercise of this Warrant").

                                       1
<PAGE>
     (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, provided that the original Warrant and
Exercise  Form are  received by the Company as soon as  practicable  thereafter.
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 the
Exercise of this Warrant,  and, as soon as practical after the Date of Exercise,
Holder shall be entitled to receive certificates representing a number of shares
of Common  Stock  purchased  upon such  Exercise  of this  Warrant,  and if this
Warrant is not  exercised  in full,  Holder  shall be  entitled to receive a new
Warrant   (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 be the Holder of
record of such shares on the Date of Exercise of this Warrant,  irrespective  of
the date of delivery of the Common  Stock  purchased  upon the  Exercise of this
Warrant.  Nothing in this Warrant shall be construed as  conferring  upon Holder
any rights as a stockholder of the Company.

     3. PAYMENT OF WARRANT  EXERCISE PRICE. The Exercise Price shall equal $6.00
per share ("Exercise Price").

     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:  subject to the last  sentence of this Section 3,
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  bid 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 the National Association
               of Securities Dealers Automated Quotation System ("Nasdaq") Small
               Cap  Market,  or if the Common  Stock is not traded on the Nasdaq
               Small  Cap  Market,  the  Average  Closing  Price  in  any  other
               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  for the five (5)
               trading days prior to the date of exercise of the Warrant. 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.

                                       2
<PAGE>
     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.

     Notwithstanding anything to the contrary contained herein, this Warrant may
not be exercised in a cashless exercise transaction if, on the Date of Exercise,
the shares of Common Stock to be issued upon exercise of this Warrant would upon
such issuance (x) be immediately  transferable  in the United States free of any
restrictive  legend,  including  without  limitation  under  Rule  144;  or  (y)
otherwise be registered under the Securities Act of 1933, as amended.

     4.  TRANSFER.  Neither this Warrant nor any shares of Common Stock acquired
upon  exercise of this Warrant may be  transferred  within  twelve months of the
Date of Issuance  without  the  approval of the  Company's  Board of  Directors;
provided,  however,  that the Holder may transfer this Warrant and any shares of
Common Stock  acquired upon  exercise of this Warrant to a spouse,  children and
grandchildren and trusts for his or their benefit.  Subject to the provisions of
this Section 4 and 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 Holder  shall be
entitled to receive a new Warrant as to the portion hereof retained.

     5. ANTI-DILUTION ADJUSTMENTS

     (a) STOCK  DIVIDEND.  If the Company  shall at any time  declare a dividend
payable in shares of Common  Stock,  then Holder,  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  Holder  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 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  for no
consideration  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,  Holder  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 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 of  Directors of the Company in its  discretion)  and the  denominator  of
which is such Exercise Price.

                                       3
<PAGE>
     (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 shall 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  exercisable  into such class and type of
securities  or other assets as Holder would have  received had 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 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,  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 net  effect  of
increasing  the Exercise  Price.  The number of shares of Common  Stock  subject
hereto shall increase proportionately with each decrease in the Exercise Price.

     (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,
Holder 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,  Holder may purchase only a whole number of shares of
Common  Stock.  If, on Exercise of this  Warrant,  Holder 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 exercise 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 the Exercise of this Warrant and payment of the Exercise Price.  The Company
covenants  and agrees  that upon the  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.

                                       4
<PAGE>

     8. RESTRICTIONS ON TRANSFER

     (a) REGISTRATION OR EXEMPTION  REQUIRED.  This Warrant has been issued in a
transaction  exempt from the  registration  requirements of the Act by virtue of
Regulation D and exempt from state registration under applicable state laws. The
Warrant and the Common Stock  issuable upon the Exercise of this Warrant may not
be pledged,  transferred,  sold or  assigned  except  pursuant  to an  effective
registration  statement or an exemption to the registration  requirements of the
Act and applicable state laws.

     (b)  ASSIGNMENT.  Subject to Section 4 hereof,  if Holder can  provide  the
Company with reasonably  satisfactory  evidence that the conditions of (a) above
regarding  registration  or  exemption  have been  satisfied,  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  to  each  assignee.  The  Company  shall  effect  the
assignment within ten (10) 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.

     9. BENEFITS OF THIS WARRANT.  Nothing in this Warrant shall be construed to
confer upon any person  other than the Company and Holder 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 Holder.

     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
Delaware, 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 Holder 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, to Attention: President, 6820 Academy Parkway East NE, Albuquerque, New
Mexico 87109, 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
Holder shall be  sufficiently  given or made if sent by certified or  registered
mail, return receipt requested,  postage prepaid, and addressed,  to the address
of  Holder  set  forth  in the  Company's  records,  until  another  address  is
designated in writing by Holder.

     IN WITNESS  WHEREOF,  the  undersigned  has executed this Warrant as of the
20th day of December, 1999.

                                     LIGHTPATH TECHNOLOGIES, INC.

                                     By: /s/ Donald E. Lawson
                                         ---------------------------------------
                                         Donald E. Lawson, President

                                       5
<PAGE>
                                    EXHIBIT A

                            EXERCISE FORM FOR WARRANT

                        TO: LIGHTPATH TECHNOLOGIES, INC.

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
____________  of the  shares of Class A Common  Stock  (the  "Common  Stock") of
LIGHTPATH TECHNOLOGIES,  INC., a Delaware corporation (the "Company"), evidenced
by the attached  warrant (the  "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.

1. The undersigned agrees not to offer,  sell,  transfer or otherwise dispose of
any  of the  Common  Stock  obtained  on  exercise  of the  Warrant,  except  in
accordance with the provisions of Section 8(a) of the Warrant.

2. The undersigned  requests that stock  certificates  for such shares be issued
with appropriate  restrictive legend(s),  if any, and a warrant representing any
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned and delivered to the undersigned at the address set forth below:

Dated:

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                                    Signature

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                                   Print Name

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                                     Address

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NOTICE

The  signature to the  foregoing  Exercise  Form 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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                                       6
<PAGE>
                                    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  (the
"Warrant") hereby sells,  assigns and transfers unto the person or persons below
named  the right to  purchase  _______  shares  of the  Class A Common  Stock of
LIGHTPATH TECHNOLOGIES,  INC., evidenced by the attached 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 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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