EXHIBIT 4.5

THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN AND WILL NOT BE, AS OF THE TIME OF ISSUANCE, REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE
STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR ANY EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW OR UNLESS IN THE OPINION OF COUNSEL TO PACIFIC
AEROSPACE & ELECTRONICS, INC., NO SUCH REGISTRATION IS REQUIRED. THIS WARRANT
AND SUCH SHARES MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS
SPECIFIED IN THIS WARRANT.

                      PACIFIC AEROSPACE & ELECTRONICS, INC.
                      -------------------------------------

                          COMMON STOCK PURCHASE WARRANT

                                 No. __________

                              Expiring May 15, 2001



                                                                    May 15, 1998

     PACIFIC AEROSPACE & ELECTRONICS, INC., a Washington corporation (the
"Company"), for value received, hereby certifies that _________________
("Holder"), is entitled to purchase ______________ (__________) shares of the
Company's voting common stock, par value $.001 per share (the "Warrant Stock"),
at the times and according to the terms set forth in this Warrant.

1.   Terms of Warrant. This Warrant is being issued by the Company as additional
     consideration to the purchasers of its Series B Convertible Preferred
     Stock. This Warrant shall be exercisable at any time after one year from
     the date hereof. The exercise price (the "Exercise Price") of this Warrant
     shall be $7.20 per share of the Warrant Stock acquired upon any such
     exercise.

2.   Exercise of Warrant. The holder of this Warrant may exercise it during
     normal business hours on any business day commencing on the first
     anniversary of the date hereof and expiring at 5:00 p.m., P.D.T., on May
     15, 2001, or if such date is a day on which federal or state chartered
     banking institutions are authorized by federal law to close, then on the
     next succeeding day which shall not be such a day, by surrendering this
     Warrant to the Company at the Company's principal office or at such other
     place as the Company may designate in writing, accompanied by an executed
     subscription agreement in substantially the form annexed hereto as Exhibit
     "A" and by payment by wire transfer, in cash or by certified or official
     bank check payable to the order of the Company, or by any combination of
     such methods, in
<PAGE>
     the amount obtained by multiplying (a) the number of shares of Warrant
     Stock designated in such subscription by (b) the Exercise Price, whereupon
     such holder shall be entitled to receive the number of duly authorized,
     validly issued, fully paid and nonassessable shares of Warrant Stock as is
     indicated in the subscription agreement.

3.   Partial Exercise Allowed; Issuance of Substitute Warrant. This Warrant is
     exercisable in whole or in part by Holder. In the event Holder exercises
     this Warrant with respect to only a portion of the shares of Warrant Stock
     that could be acquired upon exercise, a replacement warrant ("Replacement
     Warrant") with identical terms except for a corresponding reduction in the
     number of shares of Warrant Stock receivable upon exercise of the
     Replacement Warrant shall be issued by the Company within five trading days
     after any such partial exercise.

4.   When Exercise Effective. The exercise of this Warrant shall be deemed to
     have been effected immediately prior to the close of business on the
     business day on which this Warrant shall have been surrendered to the
     Company as provided in Section 2, and at such time the person or persons in
     whose name or names any certificate or certificates for shares of Warrant
     Stock shall be issued upon such exercise shall be deemed for all corporate
     purposes to have become the holder of record thereof.

5.   Delivery of Stock Certificates. As soon as practicable after the exercise
     of this Warrant, and in any event within five trading days thereafter, the
     Company at its expense (including the payment by it of any applicable issue
     taxes) will cause to be issued in the name of and delivered to Holder or to
     the person or entity such holder may direct (and upon payment by such
     holder of any applicable transfer taxes), a certificate or certificates for
     the number of duly authorized, validly issued, fully paid and nonassessable
     shares of Warrant Stock to which the holder or its designee shall be
     entitled upon such exercise.

6.   Adjustment of Warrant Stock Issuable Upon Exercise. If the Company at any
     time or from time to time after the date of this Warrant but before
     expiration effects (a) a split or subdivision of the outstanding shares of
     its then outstanding common stock into a greater number of shares of common
     stock, (b) declares a dividend or other distribution on its common stock
     payable in shares of common stock or rights convertible into or
     exchangeable or exercisable for shares of common stock, or (c) effects a
     reverse split of the outstanding shares of its common stock into a lesser
     number of shares of common stock, (by reclassification or otherwise than by
     payment of a dividend in common stock), then, and in each such case, the
     number of shares called for on the face of this Warrant (or the face of any
     replacement Warrant issued upon partial exercise) shall be adjusted
     proportionally, and the exercise price with respect to such adjusted number
     of shares also shall be adjusted proportionally. On occurrence of each
     adjustment of the Exercise Price or the number of shares of Warrant Stock
     payable upon exercise of the Warrant, the Company at its expense, shall
     promptly compute such adjustment in accordance

                                        2
<PAGE>
     with the terms hereof. At the request of the Holder, the Company shall give
     the Holder a certificate from the Company's independent auditors setting
     forth such adjustment, showing in detail the facts on which such adjustment
     is based, the applicable Exercise Price in effect at the time and the
     number of shares of Warrant Stock that would be received after giving
     effect to such adjustment.

7.   Merger. If at any time after the date hereof there shall be a merger or
     consolidation of the Company with or into another entity or a transfer of
     all or substantially all of the assets of the Company to another entity,
     then before such transaction may be consummated and become effective, the
     Company shall notify the Holder at least 10 days prior to the consummation
     of such transaction, and the Holder shall be entitled to receive upon such
     transfer, merger or consolidation becoming effective, at the election of
     the Holder either (i) upon payment of the Exercise Price then in effect,
     the number of shares or other securities or property of the Company or of
     the successor corporation resulting from such merger or consolidation,
     which would have been received by Holder for the shares of stock subject to
     this Warrant had this Warrant been exercised just prior to such transfer,
     merger or consolidation becoming effective or to the applicable record date
     thereof as the case may be, or (ii) a warrant to acquire common stock or
     other securities of such other entity at an exercise price and upon such
     other terms as will provide the Holder with economic and other benefits and
     rights substantially equivalent to those provided herein.

8.   Reservation of Shares. The Company will at all times reserve and keep
     available, solely for issuance and delivery upon the exercise of this
     Warrant, the number of shares of common stock that would be issuable upon
     the exercise, in whole, of this Warrant or any replacement Warrant. All
     such shares shall be duly authorized and, when issued upon such exercise,
     shall be validly issued, fully paid and nonassessable with no liability on
     the part of the holders thereof.

9.   Ownership, Transfer and Substitution of Warrant. The Company will treat
     Holder as the owner and holder of this Warrant for all purposes, until the
     Company receives notice to the contrary. This Warrant shall be transferable
     by Holder, and the Company shall recognize on its books and records any
     lawful transfer of this Warrant upon receipt of notice of such transfer by
     Holder. Upon receipt of evidence reasonably satisfactory to the Company of
     the loss, theft, destruction or mutilation of this Warrant and, in the case
     of any such loss, theft of destruction of this Warrant, upon delivery of
     indemnity reasonably satisfactory to the Company in form and amount or, in
     the case of any such mutilation, upon surrender of such, the Company at its
     expense will execute and deliver, in lieu thereof, a new Warrant of like
     tenor.

10.  No Rights or Liabilities as Stockholder. Nothing herein shall give or shall
     be construed to give Holder any of the rights of a shareholder of the
     Company including, without limitation, the right to vote on matters
     requiring the vote of shareholders, the right to receive any dividend
     declared and payable to the holders

                                        3
<PAGE>
     of common stock, and the right to a pro-rata distribution upon the
     Company's dissolution.

11.  Authorization; No Breach. The Company represents and warrants that (i) the
     Company is duly organized, validly existing, and in good standing under the
     laws of the State of Washington, and has the requisite power and authority
     to issue this Warrant and the Warrant Stock; (ii) the number of shares of
     Warrant Stock issuable upon the entire exercise of this Warrant are
     presently authorized but unissued; (iii) the issuance of this Warrant and
     the issuance of the Warrant Stock issuable upon exercise of this Warrant
     have been authorized and approved by all necessary corporate action; (iv)
     the execution, delivery and issuance of this Warrant and the issuance of
     the Warrant Stock underlying this Warrant will not violate any law, rule,
     regulation, order, writ, judgment, injunction, decree or award binding on
     the Company or the provision or provisions of any agreement to which the
     Company is a party or is subject, or by which any of the Company's property
     is bound, or conflict with or constitute a material default thereunder, or
     result in the creation or imposition of any lien pursuant to the terms of
     any such agreement, or constitute a breach of any fiduciary duty owed by
     the Company to any third party, or require the approval of any third party
     pursuant to any contract, agreement, instrument, relationship or legal
     obligation to which the Company is subject or to which any of its
     properties may be subject; and (v) when issued, both this Warrant and the
     Warrant Stock issuable upon exercise of this Warrant shall be duly and
     validly issued, fully paid and nonassessable.

12.  No Impairment. The Company will not, by amendment of its Articles of
     Incorporation or through any reorganization, transfer of assets,
     consolidation, merger, dissolution, issue or sale of securities or any
     other voluntary action, avoid or seek to avoid the observance or
     performance of any of the terms of this Warrant, but will at all times in
     good faith assist in the carrying out of all such terms and in the taking
     of all such action as may be necessary or appropriate in order to protect
     the rights of the Holder against impairment.

13.  Replacement of Warrant. On receipt of evidence reasonably satisfactory to
     the Company of the loss, theft, destruction or mutilation of the Warrant
     and, in the case of any such loss, theft or destruction of the Warrant, on
     delivery of an indemnity agreement or security reasonably satisfactory in
     form and amount to the Company or, in the case of any such mutilation, on
     surrender and cancellation of such Warrant, the Company, upon receipt by it
     of a form of Warrant reflecting the terms of the new Warrant, at its
     expense will execute and deliver, in lieu thereof, a new Warrant of like
     tenor.

14.  Notices. All notices and other communications provided for herein shall be
     delivered or mailed by first class mail, postage prepaid, addressed (a) if
     to any holder of any Warrant or Warrant Stock, at the registered address of
     such holder as set forth in the register kept at the principal office of
     the Company, or (b) if to the Company, at its principal office, or to such
     other location as the Company shall

                                        4
<PAGE>
     have furnished to each holder of any Warrants or Warrant Stock in writing,
     provided that the exercise of any Warrants shall be effective only in the
     manner provided in Section 2.

15.  Miscellaneous. This Warrant, and the Securities Purchase Agreement and
     Registration Rights Agreement, each of even date herewith, between the
     Company and the Holder embody the entire agreement and understanding
     between the parties hereto with respect to the subject matter hereof and
     supersedes all prior agreements and understandings relating to the subject
     matter hereof. There are no unwritten oral agreements between the parties
     with respect to the subject matter hereof. This Warrant and any term hereof
     may be changed, waived, discharged or terminated only by an instrument in
     writing signed by the party against which enforcement of such change,
     waiver, discharge or termination is sought. This Warrant shall be governed
     by the laws of the State of Washington. The headings of this Warrant are
     inserted for convenience only and shall not be deemed to constitute a part
     hereof.


                                       PACIFIC AEROSPACE & ELECTRONICS, INC.


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

                                           Donald A. Wright,  President

                                        5
<PAGE>
                                    Exhibit A

                                  SUBSCRIPTION
                                  ------------

     (To be executed by the holder of the Warrant to exercise the right to
purchase common stock evidenced by the Warrant)

      To:  Pacific Aerospace & Electronics, Inc.
           c/o Eugenie D. Mansfield
           Stoel Rives LLP
           One Union Square
           600 University Street, Suite 3600
           Seattle, Washington 98101-3197
           Fax:  (206) 386-7500

     The undersigned hereby irrevocably subscribes for ___________shares of the
common stock, par value $.001 per share, of Pacific Aerospace & Electronics,
Inc., a Washington corporation, pursuant to and in accordance with the terms and
conditions of a Warrant dated May 15, 1998 (the "Warrant"), and tenders with
this Subscription Agreement (a) the Warrant and (b) payment of $_____________ as
payment for the shares, and requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below.

                       ----------------------------------
                       ----------------------------------
                       ----------------------------------
                       ----------------------------------

     The undersigned agrees that, upon issuance of the shares, the undersigned
will execute an investment letter in the form attached hereto as Exhibit 1, to
reflect that the shares are being acquired for investment purposes and not with
a view toward their resale or distribution to the public.



---------------------------------------
Signed

---------------------------------------
Dated
<PAGE>
                                    Exhibit 1
                                    ---------



Pacific Aerospace & Electronics, Inc.
434 Olds Station Road
Wenatchee, WA 98801

          Re: ___________ shares of common stock, $.001 par value per
          share, of Pacific Aerospace & Electronics, Inc., a
          Washington corporation (the "Shares")

Ladies and Gentlemen:

     This letter is given to you in connection with the undersigned's
acquisition of the above described Shares.

1. The Shares are being acquired by the undersigned for investment for the
undersigned's own account and not on behalf of any other persons, and not with a
view to, or for resale or other distribution in connection with, any
distribution of all or any part of the Shares, unless pursuant to an effective
registration statement under the Acts (as defined below) or a transaction exempt
from the registration and prospectus delivery requirements of state and federal
securities laws.

2. You shall not be required to effect, permit or recognize any sale, offer for
sale, exchange, transfer, assignment or pledge of any or all of the Shares
unless the sale of the Shares is registered under the Securities Act of 1933,
and any applicable state securities acts (collectively, the "Acts"), or unless
in the opinion of your counsel, such registration is not required; and you shall
be entitled to cause legends to this effect to be endorsed on any certificates
evidencing the Shares. If you are provided with an opinion of counsel that such
registration is not required, you shall permit the transfer of the Shares and
within five trading days cause the issuance to the undersigned of certificates
for the Shares without legends. Further, you shall have the right to place a
stop-transfer order with your Secretary or transfer agent pursuant to which
transfer of all or any portion of the Shares shall be prohibited except upon a
proper showing of compliance with this letter.

3. The undersigned understands that it must bear the economic risk of this
investment for an indefinite period of time because the Shares have not been
registered under the Acts, and consequently cannot be sold or otherwise
transferred unless they are subsequently registered under the Acts or exemptions
from registration are available.

4. Notwithstanding anything to the contrary contained herein, the undersigned
does not agree to hold the Shares for any minimum or other specific term and
reserves the
<PAGE>
right to dispose of the Shares at any time in accordance with United States
federal and state securities laws.

                                       Very truly yours,

Dated: _______________

                                       -----------------------------------------