EXHIBIT 4.4

                             FORM OF CLASS K 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.  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
__________ shares

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

     THIS  CERTIFIES  that  ________________  or any  subsequent  holder  hereof
("Holder"),  has the right to purchase  from  LIGHTPATH  TECHNOLOGIES,  INC.,  a
Delaware  corporation  (the  "Company"),  up to  _______________  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, 2004 (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.

     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.  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").

     (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.

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<PAGE>
     (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  Common  Stock for the  number of shares
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 $5.00 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  Warrants.  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.

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; (y) be then
registered  pursuant to an effective  registration  statement  filed pursuant to
that certain Registration Rights Agreement dated on or about November 1, 1999 by
and among the Company and certain  investors;  or (z)  otherwise  be  registered
under the Securities Act of 1933, as amended.

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     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 Holder shall be entitled to receive a new Warrant as to
the portion hereof retained.

     (b) REGISTRABLE SECURITIES.  The Common Stock issuable upon the exercise of
this   Warrant   constitutes   "Registrable   Securities"   under  that  certain
Registration  Rights  Agreement  dated on or about  November 1, 1999 between the
Company  and  certain  investors  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 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.

     (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  exerciseable  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.

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     (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.

     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.   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.

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<PAGE>
     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 2nd
day of November, 1999.

                                   LIGHTPATH TECHNOLOGIES, INC.

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

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<PAGE>
                                    EXHIBIT A

                        EXERCISE FORM FOR CLASS K 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
free of any restrictive legend, if appropriate,  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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                                    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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