Exhibit 4.3

THE  SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933,  AS  AMENDED.  SUCH  SECURITIES  MAY  NOT  BE  SOLD,  ASSIGNED,
TRANSFERRED,  PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS  AMENDED,  OR  IN  ACCORDANCE  WITH  AN  EXEMPTION  THEREUNDER.

                           Date:  _________  __, 200_

            Void after 6:00 p.m. Eastern Time on the Expiration Date


               WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK

                                       OF

                               NEXGEN VISION, INC.


     This  Is  To  Certify  That,  FOR VALUE RECEIVED, ________________, and his
successors  and  assigns  (collectively,  "Holder"),  is  entitled  to purchase,
subject  to the provisions of this Warrant ("Warrant") from NexGen Vision, Inc.,
a  Delaware  corporation  (the  "Company"), ____________________ (_______) fully
paid,  validly  issued  and  non-assessable  shares of Class A Common Stock, par
value $.001 per share, of the Company (the "Common Stock"), at an exercise price
of  $3.00  per  share,  at  any time or from time to time during the period (the
"Exercise  Period")  beginning  on  the  earlier  of (i) the effective date of a
registration statement covering the shares of Common Stock or (ii) one year from
the  date  of  this  Warrant, and ending 6:00 p.m. Eastern Standard Time two (2)
years  thereafter  (the "Expiration Date"). The number of shares of Common Stock
to  be  received  upon the exercise of this Warrant and the price to be paid for
each  share of Common Stock may be adjusted from time to time as hereinafter set
forth.  The  Common  Stock,  as  adjusted  from  time  to  time, are hereinafter
sometimes  referred  to as "Warrant Shares" and the exercise price of the Common
Stock  hereunder  in  effect  at  any  time and as adjusted from time to time is
hereinafter  sometimes  referred  to  as  the  "Exercise  Price."


     (1)  EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part
at  any time or from time to time during the Exercise Period; provided, however,
that if such day is a day on which banking institutions in the State of New York
     are authorized by law to close, then on the next succeeding day which shall
not  be such a day.  This Warrant may be exercised by presentation and surrender
of  this  Warrant  to  the  Company  at its principal office or to the Company's
warrant  agent,  if  any  has  been so appointed, with the Purchase Form annexed
hereto  duly  executed and accompanied by payment of the Exercise Price, in cash
or  by  certified  or  bank  cashier's  check,  for the number of Warrant Shares
specified  in such form.  As soon as practicable after each such exercise of the
Warrants,  the  Company  shall  issue or cause to be issued and delivered to the
Holder  a  certificate or certificates for the Warrant Shares issuable upon such
exercise,  registered in the name of the Holder.  The Warrant shall be deemed to
have  been  exercised  immediately prior to the close of business on the date of
any  such  exercise, provided such exercise is in accordance with the provisions
set forth herein.  If this Warrant should be exercised in part only, the Company
shall,  upon  surrender  of this Warrant for cancellation, execute and deliver a
new  Warrant evidencing the rights of the Holder thereof to purchase the balance

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of  the  Warrant  Shares purchasable thereunder.  Upon receipt by the Company of
this  Warrant  at  its  office  in proper form for exercise, the Holder shall be
deemed  to  be  the  holder  of  record  of  the Common Stock issuable upon such
exercise,  notwithstanding  that  the  stock transfer books of the Company shall
then  be  closed  or  that certificates representing such Common Stock shall not
then  be  physically  delivered  to  the  Holder.

     (2)  RESERVATION  OF  SHARES.  The  Company  shall at all times reserve for
issuance  and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
     the  Warrants.

     (3)  FRACTIONAL  SHARES.  No  fractional  shares  or  scrip  representing
fractional  shares  shall  be issued upon the exercise of this Warrant.  If more
than  one  Warrant  shall  be exercised at one time by the Holder, the number of
full  shares  which shall be issuable upon exercise thereof shall be computed on
the  basis  of  the aggregate number of full shares issuable upon such exercise.
No  adjustment  shall  be  made  in  respect of cash dividends on Warrant Shares
delivered  upon exercise of any Warrant. With respect to any fraction of a share
called  for  upon exercise hereof, the Company shall pay to the Holder an amount
in cash equal to such fraction multiplied by the average bid and asked prices of
the  Common  Stock on the last available date for which quotations are available
immediately preceding the date of exercise of this Warrant, if the bid and asked
prices  are  not  so reported, then the current market value shall be an amount,
not  less  than  the  book value thereof as at the end of the most recent fiscal
year  of  the  Company  ending prior to the date of the exercise of the Warrant,
determined  in  such  reasonable  manner  as  may  be prescribed by the Board of
Directors  of  the  Company.

     (4)  EXCHANGE  OR  LOSS  OF  WARRANT. This Warrant is exchangeable, without
expense,  at the option of the Holder, upon presentation and surrender hereof to
the  Company  for other Warrants of different denominations entitling the holder
thereof  to  purchase in the aggregate the same number of shares of Common Stock
purchasable  hereunder.   This  Warrant  may  be  divided or combined with other
Warrants  which  carry the same rights upon presentation hereof at the principal
office  of  the  Company  with  a written notice specifying the denominations in
which  new  Warrants are to be issued and signed by the Holder hereof.  The term
"Warrant"  as  used  herein includes any Warrants into which this Warrant may be
divided  or  exchanged.   Upon  receipt  by the Company or its warrant agent, if
any,  of  evidence  satisfactory  to  it  of  the  loss,  theft,  destruction or
mutilation  of  this Warrant, and (in the case of loss, theft or destruction) of
reasonably  satisfactory indemnification, and upon surrender and cancellation of
this  Warrant,  if mutilated, the Company will execute and deliver a new Warrant
of  like  tenor  and  date.

     (5)  RIGHTS  OF  THE  HOLDER.  The  Holder  shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity,
     and  the rights of the Holder are limited to those expressed in the Warrant
and  are  not  enforceable  against  the  Company except to the extent set forth
herein  and in any warrant agreement entered into by and between the Company and
a  warrant  agent with respect to the Warrants.  In the event the Company enters
into a warrant agreement with a warrant agent, the terms of the Warrant shall be
embodied  in  the  warrant  agreement; and the acceptance of this Warrant by the
Holder  shall  be deemed consent by the Holder for the Company to enter into any
such  warrant  agreement,  upon  such  terms  and  conditions mutually agreeable
between  the Company and any such warrant agent, provided such warrant agreement

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<PAGE>

does  not adversely affect any of the rights of the Holder, as set forth in this
Warrant.

     (6)  ANTI-DILUTION  PROVISIONS.

          (a)  STOCK  DIVIDENDS,  SPLITS, COMBINATIONS, ETC. In case the Company
shall at any time after the date of this Warrant (i) declare a dividend, or make
a  distribution, on the outstanding Common Stock in shares of its capital stock,
(ii)  subdivide  the  outstanding  Common  Stock,  (iii) combine the outstanding
Common  Stock  into  a smaller number of shares, or (iv) issue any shares of its
capital  stock  by  reclassification  of  the  Common  Stock (including any such
reclassification  in  connection  with  a  consolidation  or merger in which the
Company  is  the continuing corporation), then in each case, the number and kind
of shares of Common Stock receivable upon exercise of this Warrant, in effect at
the  time  of  the  record  date  for  such  dividend  or distribution or of the
effective  date  of such subdivision, combination, or reclassification, shall be
proportionately  increased  or decreased, as the case may be, so that the Holder
after  such  time  shall be entitled to receive the aggregate number and kind of
shares  which if such Warrant had been exercised immediately prior to such time,
it would have owned upon such exercise and been entitled to receive by virtue of
such  dividend,  distribution,  subdivision,  combination  or  reclassification.
Whenever  the  number of shares of Common Stock purchasable upon the exercise of
this  Warrant  is  adjusted  as provided in this Section 6(a), then the Exercise
Price  shall  also  be  adjusted  by multiplying such Exercise Price immediately
prior  to  such adjustment by a fraction (A) the numerator of which shall be the
number of shares of Common Stock purchasable upon the exercise immediately prior
to  such  adjustment,  and  (B)  the denominator of which shall be the number of
shares  of  Common  Stock so purchasable immediately thereafter. Such adjustment
shall  be  made  successively  whenever  any  event  listed  above  shall occur.

          (b)  REORGANIZATION,  CONSOLIDATION,  MERGER,  ETC. In the case of any
reorganization of the Company (or any other corporation, the securities of which
are  at  the  time receivable on the exercise of this Warrant) or if the Company
(or  any  other  such  corporation) shall consolidate with or merge into another
corporation  or  covey  all  or  substantially  all  of  its  assets  to another
corporation,  then,  and  in each such case, the Holder of this Warrant upon the
exercise as provided for in Section 1 at any time after the consummation of such
reorganization,  consolidation,  merger  or  conveyance,  shall  be  entitled to
receive  in  lieu of the securities and property receivable upon the exercise of
this  Warrant  prior  to  such consummation, the securities or property to which
such  Holder  would have been entitled upon such consummation if such Holder had
exercised  this  Warrant immediately prior thereto, in each such case, the terms
of  this Warrant shall be applicable to the securities or property received upon
the  exercise  of  this  Warrant  after  such  combination.

          (c)  EXTRAORDINARY  DIVIDENDS. In case the Company shall distribute to
all  holders  of  Common  Stock  (including  any  such  distribution made to the
stockholders  of  the  Company  in  connection with a consolidation or merger in
which  the  Company is the continuing corporation) evidences of its indebtedness
or  assets  (other  than  dividends  payable  in  shares  of  Common  Stock), or
subscription  rights,  options,  or  warrants  or  convertible  or  exchangeable
securities  containing  the  right to subscribe for or purchase shares of Common
Stock  (excluding those referred to in Section 6(b) hereof), then, in each case,
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately  prior  to  the  record  date  for the determination of stockholders

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<PAGE>

entitled  to  receive  such  distribution  by a fraction, the numerator of which
shall  be  the  current  Exercise Price per share of Common Stock on such record
date,  less  the  fair market value (as determined in good faith by the Board of
Directors  of  the  Company,  whose  determination  shall  be  conclusive absent
manifest  error) of the portion of the evidences of indebtedness or assets so to
be  distributed,  or  of  such  subscription  rights,  options,  or  warrants or
convertible  or exchangeable securities containing the right to subscribe for or
purchase shares of Common Stock, applicable to one share, and the denominator of
which  shall  be  such  current  Exercise  Price per share of Common Stock. Such
adjustment  shall  be  made  whenever  any  such distribution is made, and shall
become effective on the date of such distribution retroactive to the record date
for  the  determination  of  stockholders entitled to receive such distribution.

          (d) DE MINIMIS EXCEPTION. No adjustment in the Exercise Price shall be
required  if  such  adjustment  is  less  than $.01; provided, however, that any
                                                     --------  -------
adjustments  which by reason of this Section 6 are not required to be made shall
be  carried  forward  and  taken into account in any subsequent adjustment.  All
calculations under this Section 6 shall be made to the nearest one-thousandth of
a  share,  as  the  case  may  be.

          (e)  DATE  OF  ISSUANCE.  In  any  case  in which this Section 6 shall
require  that  an  adjustment  in  the  Exercise Price be made effective as of a
record  date  for  a  specified event, the Company may elect to defer, until the
occurrence of such event, issuing to any Holder who exercised any Warrants after
such  record  date,  the  shares  of  Common  Stock,  if any, issuable upon such
exercise  over  and above the shares of Common Stock, if any, issuable upon such
exercise  on the basis of the Exercise Price in effect prior to such adjustment.

          (f)  ADJUSTMENT  TO  NUMBER  OF  SHARES.  Upon  each adjustment of the
Exercise Price as a result of the calculations made in Section 6(c) hereof, each
Warrant  outstanding prior to the making of the adjustment in the Exercise Price
shall thereafter evidence the right to purchase, at the adjusted Exercise Price,
that  number  of  shares  (calculated  to  the  nearest  thousandth) obtained by
dividing  (i)  the  product  obtained  by  multiplying  the  number  of  shares
purchasable  upon  exercise  of  a  Warrant prior to adjustment of the number of
shares by the Exercise Price in effect prior to adjustment of the Exercise Price
by  (ii)  the  Exercise  Price  in  effect after such adjustment of the Exercise
Price.

          (g)  NOTICE  OF  ADJUSTMENTS. Whenever there shall be an adjustment as
provided  in  this  Section  6,  the Company shall promptly cause written notice
thereof to be sent by overnight courier, to the Holder, at its principal office,
which  notice shall be accompanied by an officer's certificate setting forth the
number  of  Warrant Shares purchasable upon the exercise of this Warrant and the
Exercise  Price after such adjustment and setting forth a brief statement of the
facts  requiring  such  adjustment  and the computation thereof, which officer's
certificate  shall  be  conclusive  evidence  of  the  correctness  of  any such
adjustment  absent  any  error.

          (h)  OUTSTANDING OPTIONS/WARRANTS. No adjustment in the Exercise Price
shall  be  required  in the case of the issuance of any and all shares of Common
Stock  upon  exercise  of  any  options,  warrants  or  convertible  securities
outstanding  on  or  before  the  date  hereof.

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<PAGE>

          (i)  ADJUSTMENTS  AT  BELOW  PAR VALUE. Before taking any action which
would  cause  an adjustment reducing the Exercise Price below the then par value
of  the  Common  Stock  issuable upon exercise of this Warrant, the Company will
take any corporate action which may, in the opinion of its counsel, be necessary
in  order  that  the  Company  may  validly  and  legally  issue  fully paid and
non-assessable  shares  of  such  the  Company  at such adjusted Exercise Price.

     (7)  INVESTMENT  REPRESENTATION.  By  accepting  this  Warrant,  the Holder
acknowledges  that  it  is  being  taken  for  its own account as principal, for
investment  purposes  only, and not with a view to, or for, resale, distribution
or  fractionalization  thereof,  in  whole or in part, and no other person has a
direct or indirect beneficial interest in such Warrant and such Warrant may only
be  transferred,  subject  to  compliance with the legend set forth on the first
page  of  this Warrant Certificate. Unless the shares issuable upon the exercise
of this Warrant are registered under the Securities Act of 1933, as amended (the
"Act"),  the  Holder,  upon exercise of this Warrant will be required to provide
the  Company  with  an  investment letter and the certificates representing such
shares  will  contain  a  legend to the effect that the Holder may not transfer,
sell,  pledge  or  hypothecate such shares unless the registration provisions of
the  Act  have been complied with and unless the Company has received an opinion
of  counsel  that  such  registration  is  not  required.

     (8)  REGISTRATION  RIGHTS. The Warrant Shares issuable upon the exercise of
this  Warrant  are  the  subject  of  certain registration rights granted by the
Company  to the Holder as more specifically set forth in the Registration Rights
Agreement  which  was  executed  by each of the Company and Holder in connection
with  this  Warrant.

     (9)  REDEMPTION.

          (a)  Commencing upon exercisability of this Warrant, the Company shall
have  the right, on not less than 10 nor more than 30 days notice given prior to
the  date specified for Redemption (the "Redemption Date") at any time to redeem
the  then  outstanding  Warrants  at  $.01 per Warrant (the "Redemption Price"),
provided  that  the  Market  Price of the Common Stock shall equal or exceed the
"Target  Price" with respect to the class of Warrants as to which the Company is
exercising its right of redemption.  The "Target Price" shall mean $3.75 subject
to  adjustment  as  provided in Section 6.  Market Price for the purpose of this
Section  9  shall  mean, if the Common Stock is listed on the OTC-BB, the Nasdaq
Stock Market or the New York or American Stock Exchange or Pacific Exchange, the
last  reported  sales price (or, if no sale is reported on any such trading day,
the average of the closing bid and asked prices) on the principal market for the
Common  Stock or, if the Common Stock is not so listed or traded, the average of
the  last  reported  bid  prices of the Common Stock, during the 20 trading days
ending  within  three  days  of the date the Warrants are called for redemption.
Notice  of  redemption shall be mailed by first class mail, postage prepaid, not
later  than  five  business  days  (or such longer period to which the Placement
Agent  may  consent) after the date the Warrants are called for redemption.  The
Company  reserves  the  right  to  redeem  less  than  all  of the Warrants on a
first-come  first-redeemed  basis.

          (b)  If the conditions set forth in Section 9(a) of this Agreement are
met,  and  the  Company desires to exercise its right to redeem the Warrants, it
shall  mail the notice of redemption referred to in said Section 9(a) to each of

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the  Holders  of  the Warrants to be redeemed, first class, postage prepaid, not
earlier  than the 60th day nor later than the 30th day before the date fixed for
redemption,  at  their  last addresses as shall appear on the records maintained
pursuant  to  Section  10  of  this  Warrant.  Any  notice  mailed in the manner
provided  herein  shall be conclusively presumed to have been duly given whether
or  not  the  Holder  receives  such  notice.

          (c)  The  notice of redemption shall specify (i) the Redemption Price,
(ii)  the  date  fixed  for  redemption,  (iii)  the  place  where  the  Warrant
Certificates  shall  be  delivered and the redemption price to be paid, and (iv)
that  the  right  to exercise the Warrants shall terminate at 6:00 p.m. (Eastern
Standard  Time)  on  the  business  day immediately preceding the date fixed for
redemption.  The  date  fixed  for  the  redemption of the Warrants shall be the
Redemption Date. No failure to mail such notice nor any defect therein or in the
mailing thereof shall affect the validity of the proceedings for such redemption
except  as to a Holder (A) to whom notice was not mailed or (B) whose notice was
defective.  An  affidavit of an officer of the Company that notice of redemption
has  been  mailed shall, in the absence of fraud, be prima facie evidence of the
facts  stated  therein.

          (d)  If any Warrants shall have been redeemed, any right to exercise a
Warrant shall terminate at 6:00 p.m. (Eastern Standard Time) on the business day
immediately  preceding  the  Redemption  Date.  After  such time, Holders of the
Warrants  shall  have no further rights except to receive, upon surrender of the
Warrant,  the  Redemption  Price  without interest, subject to the provisions of
applicable  laws  relating to the treatment of abandoned property.  In the event
that  the  Warrants  or  the  underlying  Common Stock shall not be subject to a
current  and  effective  registration  statement  under  the  Securities Act, as
amended,  at  any  time  subsequent  to  the  date  the  Warrants are called for
redemption,  the notice of redemption shall not be effective and shall be deemed
for  all  purposes  not  to  have been given.  Nothing in the preceding sentence
shall  be  construed to prohibit or restrict the Company from thereafter calling
the  Warrants  for  redemption  in  the  manner provided for, and subject to the
provisions  of,  this  Section  9.

          (e)  From  and after the Redemption Date with respect to the Warrants,
the  Company  shall,  at  the  place specified in the notice of redemption, upon
presentation  and surrender to the Company by or on behalf of the Holder thereof
of  one or more Warrant Certificates evidencing Warrants to be redeemed, deliver
or  cause  to  be delivered to or upon the written order of such Holder a sum in
cash  equal  to  the  Redemption Price of each such Warrant.  From and after the
Redemption  Date  and  upon the deposit or setting aside by the Company of a sum
sufficient to redeem all the Warrants called for redemption, such Warrants shall
expire  and  become  void  and  all  rights  hereunder  and  under  the  Warrant
Certificates, except the right to receive payment of the Redemption Price, shall
cease.

          (f) Notwithstanding any other provision of this Agreement, the Company
shall  not  call  the  Warrants  for redemption unless there is, at the time the
Warrants  are  called  for  redemption,  a  current  and  effective registration
statement  or  a post-effective amendment to the registration statement covering
the  issuance  of  the  shares  of  Common  Stock  issuable upon exercise of the
Warrants.

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<PAGE>
     (10)  NOTICES.  The Company agrees to maintain a ledger of the ownership of
this  Warrant  (the  "Ledger").  All  notices and other communications which are
required  or  may  be  given under this Warrant shall be in writing and shall be
deemed  to have been duly given when delivered in person or transmitted by telex
or  three  (3)  days  after  being  mailed,  postage prepaid, in the case of the
Company  to  NexGen Vision, Inc., 1535 Oak Industrial Lane, Suite F, Cumming, GA
30041,  Attention: Chief Financial Officer, and in the case of the Holder to the
address  set  forth  in the Ledger, or to such other address as such party shall
have  specified by notice to the other party in accordance with this Section 10.
If notice is given by registered or certified first class mail, postage prepaid,
return receipt requested, the return receipt shall be conclusive evidence of the
notice  having  been  mailed  on  the  date  set  forth.

     (11)  DEFINITION.  The  "Current  Market Price" shall mean the price of the
Company's  Common  Stock  determined  as  of the last business day for which the
prices  or  quotes  below  are available: (i) the closing price of the Company's
Common Stock appearing on a national securities exchange if the principal market
for  such Common Stock is such an exchange, or if not listed or if such exchange
is  not  the  principal market, appearing on the Nasdaq Stock Market ("Nasdaq"),
Bulletin  Board  Exchange, or Over-the-Counter Bulletin Board ("OTC-BB"), as the
case  may  be,  provided,  however,  if  no  such closing price is reported, the
average  bid  and  asked  price  listed  for the Company's Common Stock shall be
applied;  (ii)  if  the  principal  market  for Company's Common Stock is not an
exchange,  Nasdaq,  Bulletin  Board Exchange or OTC-BB, then the average bid and
asked price for the Company's Common Stock as reported in the National Quotation
Bureau's  "pink  sheets";  or  (iii)  if  the  Common  Stock is not so listed as
provided  in  subsections (i) or (ii) above, and bid and asked prices are not so
reported,  the  "Current  Market  Price"  shall  be an amount determined in such
reasonable manner as may be prescribed by the board of directors of the Company.

     (12)  MISCELLANEOUS.  This  Agreement  contains  the  entire  Agreement and
supersedes all prior agreements and understandings, oral or written, between the
parties  hereto  with respect to the subject matter hereof. This Warrant may not
be  changed  orally,  but  only  by  an agreement in writing signed by the party
against whom any waiver, change, amendment, modification or discharge is sought,
provided  however,  that  this  Warrant  may  be amended or modified without the
consent  of  the  Holder  if  such  amendment or modification does not adversely
affect  the  rights  of  the Holder hereunder. This Agreement may be assigned by
Holder  in accordance with the provisions of section (7) of this Agreement. This
Agreement will not be assigned by the Company and shall be interpreted under the
laws of the State of New York without application to the principles of conflicts
of  laws.


[SEAL]                            NEXGEN  VISION,  INC.


                                  By:  ______________________________________
                                       Gary T. Lafferty, Chief Executive Officer

Dated:  _____________  __,  200_

Attest:

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