<PAGE>
                                                                   EXHIBIT 10.38

                           NORD RESOURCES CORPORATION

                               WARRANT CERTIFICATE
                                (U.S. PURCHASERS)

No. ________                                                   ____,000 Warrants

THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES
LAWS. SUCH WARRANTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER
APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF
COUNSEL SATISFACTORY TO NORD RESOURCES CORPORATION SUCH QUALIFICATION AND
REGISTRATION IS NOT REQUIRED PURSUANT TO AN EXEMPTION THEREFROM. NO TRANSFER OF
ANY SUCH WARRANT SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED.

                           VOID AFTER ______ __, 2008

                                WARRANTS FOR THE
                            PURCHASE OF COMMON STOCK

THIS CERTIFIES THAT, FOR VALUE RECEIVED, ____________________, an adult
individual residing in the State of ________________, is the owner of
_______________________ (__________) warrants (the "Warrants") for the purchase
of up to an aggregate of ________________________ (_________) shares of
validly-issued, fully-paid and non-assessable common stock of NORD RESOURCES
CORPORATION, a corporation organized and existing under the laws of the State of
Delaware (the "Corporation"). Such purchase may be made at any time, and from
time to time, prior to 5:00 p.m. Mountain Time on the Expiration Date (as
hereinafter defined), upon the presentation and surrender of this Warrant
Certificate (as hereinafter defined) with a written notice signed by the Holder
(as hereinafter defined) stating the number of shares of Common Stock (as
hereinafter defined) with respect to which such exercise is being made, at the
principal corporate address of the Corporation, accompanied by payment of US
$0.40 per Warrant Share (as hereinafter defined), as may be adjusted as provided
for herein, for each Warrant exercised (the "Purchase Price") in lawful money of
the United States of America in cash or by official bank or certified check made
payable to NORD RESOURCES CORPORATION. The Purchase Price and the number of
shares of Common Stock subject to purchase upon the exercise of the Warrants are
subject to modification or adjustment as set forth herein.

<PAGE>

                                    SECTION 1
                                 INTERPRETATION

As used herein, the following terms shall have the following meanings, unless
the context shall otherwise require:

     (a) "Corporate Office" shall mean the office of the Corporation at which,
     at any particular time, its principal business shall be administered, which
     office is currently located at 3048 Seven Dash Road, Dragoon, Arizona
     85609;

     (b) "Exercise Date" shall mean, as to any Warrant, the date on which the
     Corporation shall have received both (a) this Warrant Certificate, together
     with a written Notice of Exercise in accordance herewith, duly executed by
     the Holder hereof, or his attorney duly authorized in writing, and
     indicating that the Holder is thereby exercising such Warrant(s), and (b)
     payment by wire transfer, or by official bank or certified check made
     payable to the Corporation, of an amount in lawful money of the United
     States of America equal to the applicable Purchase Price for such
     Warrant(s);

     (c) "Expiration Date" shall mean 5:00 P.M. (Mountain Time) on _______ __,
     2008. If such date shall be a holiday or a day on which banks are
     authorized to be closed in the State of Arizona, then the Expiration Date
     shall mean 5:00 P.M. (Mountain Time) of the next consecutive day which does
     not fall on a holiday or a day on which banks are authorized to be closed
     in the State of Arizona;

     (d) "Holder" shall mean, as to any Warrant and as of any particular date,
     the person in whose name the Warrant Certificate representing such Warrant
     is registered as of that date on the Warrant Register maintained by the
     Corporation;

     (e) "Common Stock" shall mean the common stock of the Corporation, which
     has the right to participate in the distribution of earnings and assets of
     the Corporation without limit as to amount or percentage;

     (f) "Purchase Price" shall mean the purchase price to be paid upon exercise
     of each Warrant hereunder in accordance with the terms hereof, which price
     shall be forty cents ($0.40), subject to adjustment from time to time
     pursuant to the provisions of Section 5 hereof;

     (g) "Securities Act" shall mean the United States Securities Act of 1933,
     and any amendments or modifications, or successor legislation, thereto
     adopted, and all regulations, rules or other laws enacted or adopted
     pursuant thereto;

     (h) "Warrants" shall mean the Warrants represented by this Warrant
     Certificate;

     (i) "Warrant Certificate" shall mean any certificate representing Warrants,
     and "this Certificate" shall mean the warrant certificate issued to the
     Holder identified on the first page hereof;

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                                       -2-


     (j) "Warrant Registry" means the official record maintained by the
     Corporation in which are recorded, with respect to each Warrant Certificate
     issued by the Corporation: the date of issuance, the name and address of
     the original Holder, the name and address of each subsequent transferee of
     such original Holder, and the number identifying, such Warrant Certificate;
     and

     (k) "Warrant Shares" means the restricted common stock of the Corporation
     deliverable upon exercise of a Warrant.

All references to currency herein are to the lawful currency of the United
States of America.

                                    SECTION 2
                              EXERCISE OF WARRANTS

     (a) Each Warrant evidenced hereby may be exercised by the Holder at any
     time on the Exercise Date, upon the terms and subject to the conditions set
     forth herein, by delivery to the Corporation of a completed Notice of
     Exercise in the form attached as Schedule A hereto. A Warrant shall be
     deemed to have been exercised immediately prior to the close of business on
     the Exercise Date and the person entitled to receive shares of restricted
     common stock of the Corporation deliverable upon such exercise shall be
     treated for all purposes as the Holder of a Warrant Share upon the exercise
     of the applicable Warrant as of the close of business on the Exercise Date.
     Promptly following, and in any event within ten (10) business days after,
     the date on which the Corporation first receives clearance of all funds
     received in payment of the Purchase Price pursuant to this Warrant
     Certificate, the Corporation shall cause to be issued and delivered to the
     person or persons entitled to receive the same, a certificate or
     certificates evidencing the issuance to such Holder of the applicable
     number of Warrant Shares (plus a Warrant Certificate for any remaining
     issued but unexercised Warrants of the Holder). Notwithstanding the
     foregoing sentence, in the event that any registration or qualification (or
     filing for exemption from any such requirements) is required prior to the
     issuance of such Warrant Shares by the Corporation in accordance with
     Section 3(b) below, then the obligation to deliver any such certificates
     shall arise only upon completion of such requirements and at such time as
     the Corporation may lawfully do so.

     (b) Upon the exercise of the Warrants represented hereby, if the
     Corporation so requests, the Holder shall certify to the Corporation that
     it is not exercising such Warrants with a view to distribute the Warrant
     Shares in violation of the Securities Act, and shall provide such other
     investor representations as the Corporation may require to confirm the
     ability of the Corporation to rely upon the exemption from registration
     under the Securities Act which applies to the distribution of Warrant
     Shares at the time of such distribution.

                                    SECTION 3
                       RESERVATION OF SHARES; TAXES; ETC.

     (a) The Corporation covenants that it will at all times reserve and keep
     available out of its authorized Common Stock, solely for the purpose of
     issue upon the valid exercise

<PAGE>

                                       -3-


     of Warrants, such number of Warrant Shares as shall then be issuable upon
     the exercise of all Warrants then outstanding. The Corporation covenants
     that all shares of Common Stock which shall be issuable upon exercise of
     the Warrants shall, at the time of delivery, be duly and validly issued,
     fully-paid, non-assessable and free from all taxes, liens and charges with
     respect to the issuance thereof (other than those which the Corporation
     shall promptly pay or discharge, or any liens created thereon by the Holder
     thereof and/or any predecessor of such Holder).

     (b) The Corporation shall not be obligated to deliver any Warrant Shares
     pursuant to the exercise of the Warrants represented hereby unless and
     until a registration statement under the Securities Act and/or under any
     applicable state securities laws and regulations, with respect to such
     securities is effective, or an exemption from such registration is
     available to the Corporation at the time of such exercise. In the event
     that this Warrant Certificate represents Warrants which have been
     transferred by an initial holder thereof, the Warrants represented hereby
     may not be exercised by, nor shares of Common Stock issued to, the Holder
     hereof in any state in which such exercise and issuance would be unlawful.

     (c) The Corporation shall pay all documentary, stamp or similar taxes and
     other governmental charges that may be imposed with respect to the issuance
     of the Warrants, or the issuance or delivery of any shares of Common Stock
     upon exercise of the Warrants; provided, however, that if the shares of
     Common Stock are to be delivered in a name other than the name of the
     Holder hereof, then no such delivery shall be made unless the person
     requesting the same has paid to the Corporation the amount of transfer
     taxes or charges incident thereto, if any.

                                    SECTION 4
                               LOSS OR MUTILATION

Upon receipt by the Corporation of evidence satisfactory to it of the ownership
of, and loss, theft, destruction or mutilation of, this Warrant Certificate and
(in case of loss, theft or destruction) of indemnity satisfactory to the
Corporation, and (in the case of mutilation) upon surrender and cancellation
thereof, the Corporation shall execute and deliver to the Holder in lieu thereof
a new Warrant Certificate of like tenor representing an equal aggregate number
of Warrants as was indicated to be outstanding on the prior lost or mutilated
Warrant Certificate (provided, however, that to the extent that any discrepancy
may exist between the number of Warrants purported to be outstanding in respect
of any Holder as evidenced by a Warrant Certificate that has been lost or
mutilated and the number attributable to such Holder in the Warrant Registry,
then the Warrant Registry shall control for all purposes, absent a showing of
manifest error. Each Holder requesting a substitute Warrant Certificate due to
loss, theft or destruction shall, prior to receiving such substitute
certificate, provide an affidavit to the Corporation in the form prescribed
thereby and signed by (and notarized on behalf of) such Holder. Applicants for a
substitute Warrant Certificate shall comply with such other reasonable
regulations and pay such other reasonable charges as the Corporation may
prescribe.

<PAGE>

                                       -4-


                                    SECTION 5
                        ADJUSTMENT OF PURCHASE PRICE AND
                      NUMBER OF WARRANT SHARES OR WARRANTS

     (a) Stock Splits, etc. The number and kind of securities purchasable upon
     the exercise of this Warrant and the Purchase Price shall be subject to
     adjustment from time to time upon the happening of any of the following. In
     case the Corporation shall (i) pay a dividend in shares of Common Stock or
     make a distribution in shares of Common Stock to all holders of its
     outstanding Common Stock, (ii) subdivide its outstanding shares of Common
     Stock into a greater number of shares, (iii) combine its outstanding shares
     of Common Stock into a smaller number of shares of Common Stock, or (iv)
     issue any shares of its capital stock in a reclassification of the Common
     Stock, then the number of Warrant Shares purchasable upon exercise of this
     Warrant immediately prior thereto shall be adjusted so that the Holder
     shall be entitled to receive the kind and number of Warrant Shares or other
     securities of the Corporation which it would have owned or have been
     entitled to receive had such Warrant been exercised in advance thereof.
     Upon each such adjustment of the kind and number of Warrant Shares or other
     securities of the Corporation which are purchasable hereunder, the Holder
     shall thereafter be entitled to purchase the number of Warrant Shares or
     other securities resulting from such adjustment at an Purchase Price per
     Warrant Share or other security obtained by multiplying the Purchase Price
     in effect immediately prior to such adjustment by the number of Warrant
     Shares purchasable pursuant hereto immediately prior to such adjustment and
     dividing by the number of Warrant Shares or other securities of the
     Corporation resulting from such adjustment. An adjustment made pursuant to
     this paragraph shall become effective immediately after the effective date
     of such event retroactive to the record date, if any, for such event.

     (b) Reorganization, Reclassification, Merger, Consolidation or Disposition
     of Assets. In case the Corporation shall reorganize its capital, reclassify
     its capital stock, consolidate or merge with or into another corporation
     (where the Corporation is not the surviving corporation or where there is a
     change in or distribution with respect to the Common Stock of the
     Corporation), or sell, transfer or otherwise dispose of all or
     substantially all its property, assets or business to another corporation
     and, pursuant to the terms of such reorganization, reclassification,
     merger, consolidation or disposition of assets, shares of common stock of
     the successor or acquiring corporation, or any cash, shares of stock or
     other securities or property of any nature whatsoever (including warrants
     or other subscription or purchase rights) in addition to or in lieu of
     common stock of the successor or acquiring corporation ("Other Property"),
     are to be received by or distributed to the holders of Common Stock of the
     Corporation, then the Holder shall have the right thereafter to receive
     upon exercise of this Warrant, the number of shares of Common Stock of the
     successor or acquiring corporation or of the Corporation, if it is the
     surviving corporation, and Other Property receivable upon or as a result of
     such reorganization, reclassification, merger, consolidation or disposition
     of assets by a Holder of the number of shares of Common Stock for which
     this Warrant is exercisable immediately prior to such event. In case of any
     such reorganization, reclassification, merger, consolidation or disposition
     of assets, the successor or acquiring corporation (if other than the
     Corporation) shall expressly assume the due and punctual observance and
     performance of

<PAGE>

                                       -5-


     each and every covenant and condition of this Warrant to be performed and
     observed by the Corporation and all the obligations and liabilities
     hereunder, subject to such modifications as may be deemed appropriate (as
     determined in good faith by resolution of the Board of Directors of the
     Corporation) in order to provide for adjustments of Warrant Shares for
     which this Warrant is exercisable which shall be as nearly equivalent as
     practicable to the adjustments provided for in this Section. For purposes
     of this Section, "common stock of the successor or acquiring corporation"
     shall include stock of such corporation of any class which is not preferred
     as to dividends or assets over any other class of stock of such corporation
     and which is not subject to redemption and shall also include any evidences
     of indebtedness, shares of stock or other securities which are convertible
     into or exchangeable for any such stock, either immediately or upon the
     arrival of a specified date or the happening of a specified event and any
     warrants or other rights to subscribe for or purchase any such stock. The
     foregoing provisions of this Section shall similarly apply to successive
     reorganizations, reclassifications, mergers, consolidations or disposition
     of assets.

     (c) Voluntary Adjustment by the Corporation. The Corporation may at any
     time during the term of this Warrant reduce the then current Purchase Price
     to any amount and for any period of time deemed appropriate by the Board of
     Directors of the Corporation.

     (d) Notice of Adjustment. Whenever the number of Warrant Shares or number
     or kind of securities or other property purchasable upon the exercise of
     this Warrant or the Purchase Price is adjusted, as herein provided, the
     Corporation shall give notice thereof to the Holder, which notice shall
     state the number of Warrant Shares (and other securities or property)
     purchasable upon the exercise of this Warrant and the Purchase Price of
     such Warrant Shares (and other securities or property) after such
     adjustment, setting forth a brief statement of the facts requiring such
     adjustment and setting forth the computation by which such adjustment was
     made.

     (e) Notice of Corporate Action. If at any time:

          (i) the Corporation shall take a record of the holders of its Common
          Stock for the purpose of entitling them to receive a dividend or other
          distribution, or

          (ii) there shall be any capital reorganization of the Corporation, any
          reclassification or recapitalization of the capital stock of the
          Corporation or any consolidation or merger of the Corporation with, or
          any sale, transfer or other disposition of all or substantially all
          the property, assets or business of the Corporation to, another
          corporation, or

          (iii) there shall be a voluntary or involuntary dissolution,
          liquidation or winding up of the Corporation;

     then, in any one or more of such cases, the Corporation shall give to
     Holder (i) at least 20 days' prior written notice of the date on which a
     record date shall be selected for such dividend or distribution, or for
     determining rights to vote in respect of any such reorganization,
     reclassification, merger, consolidation, sale, transfer, disposition,

<PAGE>

                                       -6-


     liquidation or winding up, and (ii) in the case of any such reorganization,
     reclassification, merger, consolidation, sale, transfer, disposition,
     dissolution, liquidation or winding up, at least 20 days' prior written
     notice of the date when the same shall take place. Such notice in
     accordance with the foregoing clause also shall specify (i) the date on
     which any such record is to be taken for the purpose of such dividend or
     distribution, the date on which the holders of Common Stock shall be
     entitled to any such dividend or distribution, and the amount and character
     thereof, and (ii) the date on which any such reorganization,
     reclassification, merger, consolidation, sale, transfer, disposition,
     dissolution, liquidation or winding up is to take place and the time, if
     any such time is to be fixed, as of which the Holders of shall be entitled
     to exchange their Warrant Shares for securities or other property
     deliverable upon such disposition, dissolution, liquidation or winding up.
     Each such written notice shall be sufficiently given if addressed to Holder
     at the last address of Holder appearing on the books of the Corporation.

                                    SECTION 6
                               RESTRICTIVE LEGEND

     (a) Neither the Warrants represented by this Certificate nor the Warrant
     Shares to be issued upon exercise of the Warrants have been registered
     under the Securities Act or any state securities laws. Accordingly, neither
     the Warrants nor the Warrant Shares may be offered, sold or otherwise
     transferred in the United States or to or for the account or benefit of a
     U.S. Person or a person in the United States, unless registered under the
     U.S. Securities Act and applicable state securities laws, or an exemption
     from registration is available. Any certificate evidencing the issuance of
     Warrant Shares and each Warrant Certificate issued to a Holder shall be
     stamped or otherwise imprinted with a legend in substantially the following
     form:

          "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED
          SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE NOT BEEN REGISTERED
          UNDER THE ACT. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
          TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
          UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
          ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
          SATISFACTION OF THE ISSUER. THE ISSUER MAY REQUIRE AN OPINION OF
          COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE
          WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THESE SECURITIES."

     (b) The legend requirements of Section 6 shall terminate as to any
     particular Warrant or Warrant Share: (i) when and so long as such security
     shall have been effectively registered under the Securities Act and is
     disposed of pursuant thereto; or (ii) when the Corporation shall have
     received an opinion of counsel reasonably satisfactory to it that such
     shares may be sold to the public without registration thereof under the
     Securities Act. Whenever the legend requirements imposed by this Section 6
     shall terminate as to

<PAGE>

                                       -7-


     any Warrant Share, as hereinabove provided, the Holder hereof shall be
     entitled to receive from the Corporation, at the Corporation's expense, a
     new certificate representing such Warrant Shares and not bearing the
     restrictive legend set forth in Section 6(a).

                                    SECTION 7
                                RIGHTS OF ACTION

All rights of action with respect to the Warrants are vested in the Holders of
the Warrants, and any Holder of a Warrant, without consent of the holder of any
other Warrant, may, in such Holder's own behalf and for his own benefit, enforce
against the Corporation his right to exercise his Warrants for the purchase of
Warrant Shares in the manner provided in this Warrant Certificate.

                                    SECTION 8
                          AGREEMENT OF WARRANT HOLDERS

Every holder of a Warrant, by his or her acceptance thereof, consents and agrees
with the Corporation and every other holder of a Warrant that:

     (a) The Warrant Registry shall be maintained by the Corporation's
     Secretary, and shall be the official register of all Warrants issued to any
     person in the Offering. The Warrant Registry shall be dispositive as to the
     issuance, ownership, transfer and other aspects of each Warrant issued by
     the Corporation which are recorded therein and, absent manifest error, such
     records shall control for all purposes.

     (b) The Warrants are transferable only on the Warrant Registry by the
     Holder thereof in person or by his attorney duly authorized in writing and
     only if the Warrant Certificates representing such Warrants are surrendered
     at the Corporate Office of the Corporation, accompanied by a duly completed
     Assignment Form in the form attached as Schedule B hereto, together with
     payment of the amount of any applicable transfer taxes; and

     (c) The Corporation may deem and treat the person in whose name the Warrant
     Certificate is registered on the Warrant Registry as the holder and as the
     absolute, true and lawful owner of the Warrants represented thereby for all
     purposes, and the Corporation shall not be affected by any notice or
     knowledge to the contrary, except as otherwise expressly provided in this
     Certificate.

                                    SECTION 9
                            MODIFICATION OF WARRANTS

Other than with respect to any adjustment made by the Corporation in accordance
with the provisions of Section 5 hereof, this Certificate may only be modified,
supplemented or altered by the Corporation, and only with the consent in writing
of the Holders of Warrants representing greater than fifty percent (50%) of the
total Warrants then outstanding; provided, that no change in the number or
nature of the securities purchasable upon the exercise of any Warrant, or the
acceleration of the Exercise Date, shall be made without the consent in writing
of the Holder of the Warrant Certificate representing such Warrant, other than
such changes as are specifically

<PAGE>

                                       -8-


prescribed by this Certificate as originally executed or are made in compliance
with applicable law.

                                   SECTION 10
                                     NOTICES

All notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been made when delivered or mailed first
class registered or certified mail, postage prepaid as follows: if to the Holder
of a Warrant Certificate, at the address of such Holder as shown on the Warrant
Registry maintained by the Corporation; and if to the Corporation, at 3048 Seven
Dash Road, Dragoon, AZ 85609, or such other place as may be designated by the
Corporation from time to time in accordance with this Section 10.

                                   SECTION 11
                                  GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws
of the State of Arizona, without giving effect to the law of conflicts of laws
applied thereby. In the event that any dispute shall occur between the parties
arising out of or resulting from the construction, interpretation, enforcement
or any other aspect of this Certificate, the parties hereby agree to accept the
exclusive jurisdiction of the Courts of the State of Arizona. In the event
either party shall be forced to bring any legal action to protect or defend its
rights hereunder, then the prevailing party in such proceeding shall be entitled
to reimbursement from the non-prevailing party of all fees, costs and other
expenses (including, without limitation, the reasonable expenses of its
attorneys) in bringing or defending against such action.

                                   SECTION 12
                              ENTIRE UNDERSTANDING

This Certificate contains the entire understanding among the Corporation and the
Holder relating to the subject matter covered herein, and merges all prior
discussions, negotiations and agreements, if any between them. Neither of the
parties to this agreement shall be bound by any representations, warranties,
covenants, or other understandings relating to such subject matter, other than
as expressly provided for or referred to herein.

IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to be
duly executed, manually or in facsimile, by two of its officers thereunto duly
authorized, as of the date set forth below.

NORD RESOURCES CORPORATION


By:
    ---------------------------------
    Erland A. Anderson
    President

Date:                , 2005
      ---------------

<PAGE>

                                   SCHEDULE A

                               NOTICE OF EXERCISE

TO: Nord Resources Corporation

(1) The undersigned hereby elects to purchase _______________ Warrant Shares of
the Corporation pursuant to the terms of the Warrant Certificate (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

(2) Please issue a Warrant Certificate registered in the name and address of the
undersigned as specified below:

_____________________________________

_____________________________________

_____________________________________


The Warrant Shares shall be delivered to the following:

_____________________________________

_____________________________________

_____________________________________

(4) The undersigned hereby represents and warrants to the Corporation that the
undersigned:

     (a) is an "accredited investor" as defined in Rule 501 under the Securities
     Act of 1933, as amended (the "1933 Act");

     (b) is purchasing the Warrant Shares solely for its own account for
     investment and not with a view to or for sale or distribution of the
     Warrant Shares or any portion thereof and without any present intention of
     selling, offering to sell or otherwise disposing of or distributing the
     Warrant Shares or any portion thereof in any transaction other than a
     transaction complying with the registration requirements of the 1933 Act;
     and

<PAGE>

                                       -2-


     (c) is not exercising the Warrants as a result of any form of "general
     solicitation" or "general advertising" as used in Rule 502(c) of Regulation
     D.

(5) The undersigned hereby acknowledges that:

     (a) the Warrant Shares issuable upon exercise of the Warrants are
     "restricted securities" as defined in Rule 144 of the 1933 Act;

     (b) the Corporation shall refuse to register any transfer of the Warrant
     Shares not made in accordance with the provisions of Regulation S, pursuant
     to registration under the 1933 Act, or pursuant to an available exemption
     from registration under the 1933 Act; and

     (c) the Corporation may require the Holder to provide such information as
     may be reasonably necessary to permit the Corporation to verify the
     accuracy of the representations and warranties of the information contained
     herein, and may require the Holder to complete a Certification of U.S.
     Purchaser substantially in the form attached as Appendix A to the
     Subscription Agreement pursuant to which the Warrants were issued to the
     original Holder.


By:
    ---------------------------------
    [PURCHASER]

<PAGE>

                                   SCHEDULE B

                                 ASSIGNMENT FORM

                    (To assign the foregoing Warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the Warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are
hereby assigned to ___________________________________________ whose address is:

_________________________________________________

_________________________________________________

Dated:
       -------------------------


Holder's Signature:
                    ----------------------------------

Holder's Address:
                  ------------------------------------

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


Signature Guaranteed:
                      ----------------------------------------

NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.