Exhibit 4.5

THIS  WARRANT AS WELL AS THE COMMON  STOCK  ISSUABLE  UPON THE  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES  ACT"), AND MAY NOT BE OFFERED,  SOLD,  PLEDGED,  HYPOTHECATED,
ASSIGNED,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF  EXCEPT  (i)  PURSUANT  TO A
REGISTRATION  STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME  EFFECTIVE AND
IS CURRENT  WITH  RESPECT TO THESE  SECURITIES,  OR (ii)  PURSUANT TO A SPECIFIC
EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT BUT ONLY UPON THE HOLDER
HEREOF FIRST HAVING  OBTAINED THE WRITTEN  OPINION OF COUNSEL  WHICH  OPINION IS
REASONABLY  ACCEPTABLE  TO THE  CORPORATION,  THAT THE PROPOSED  DISPOSITION  IS
CONSISTENT  WITH ALL APPLICABLE  PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY
APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW

Void after 5:00 P.M., New York City Time, on October 15, 2006 (the "Termination
Date")

            WARRANT TO PURCHASE _______ SHARES OF THE COMMON STOCK OF
                           STATMON TECHNOLOGIES CORP.

This is to certify that, FOR VALUE  RECEIVED,___________________  (The "Holder")
is entitled to purchase, subject to the provisions of this Warrant, from STATMON
TECHNOLOGIES CORP., a Delaware corporation (the "Company"), shares of the common
stock of the Company,  $.000001 par value (the  "Common  Stock"),  at a price of
$2.00 per share at any time or from time to time from the date hereof until 5:00
P.M.,  New York City Time on the  Termination  Date.  The number of shares to be
received  upon the  exercise  of this  Warrant and the price to be paid for each
such share shall be adjusted  from time to time as  hereinafter  set forth.  The
shares  deliverable  upon such exercise,  and as adjusted from time to time, are
hereinafter sometimes referred to as, "Warrant Shares" and the exercise price of
this  Warrant  as in  effect  at any  time  as  adjusted  from  time  to time is
hereinafter sometimes referred to as the "Exercise Price."

SECTION 1. EXERCISE OF WARRANT.

         This  Warrant may be  exercised in whole or in part at any time or from
time to time during the period  commencing on the date hereof and terminating at
5:00 PM., New York City Time, on the  Termination  Date (the "Exercise  Period")
provided,  however,  that (i) if the Termination  Date 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, and (ii) in the event of
any merger, consolidation or sale of substantially all the assets of the Company
resulting in any  distribution  to the Company's  stockholders  on or before the
Termination  Date,  the Holder  shall have the right to  exercise  this  Warrant
commencing  at such time through the  Termination  Date which shall  entitle the
Holder to receive,  in lieu of Warrant Shares, the kind and amount of securities
and property  (including  cash)  receivable  by a holder of the number of shares


<PAGE>


into which this Warrant might have been exercisable  immediately  prior thereto.
For purposes of this  Warrant,  the term  "Warrant  Shares"  shall  include such
securities  and  property.  This Warrant may be exercised  by  presentation  and
surrender hereof to the Company at its principal office, or at the office of its
stock  transfer  agent,  if any,  with the  Purchase  Form  annexed  hereto duly
executed  and  accompanied  by payment of the  Exercise  Price for the number of
Warrant Shares specified in such Purchase Form. Such payment may be made, at the
option of the Holder,  by check or wire  transfer As soon as  practicable  after
each such exercise of the Warrant, but not later than two business days from the
date of such  exercise,  the  Company  shall  issue and  deliver to the Holder a
certificate or certificates  representing  the Warrant Shares issuable upon such
exercise, registered in the name of the Holder or the Holder's designee. 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 of the  Warrant  Shares
purchasable  hereunder.  Upon  receipt  by the  Company  of this  Warrant at its
office,  or by the stock transfer agent of the Company at its office,  in proper
form for exercise,  the Holder shall be deemed to be the holder of record of the
Warrant  Shares  issuable  upon such  exercise,  notwithstanding  that the stock
transfer  books  of the  Company  shall  then be  closed  or  that  certificates
representing such shares shall not then be physically delivered to the Holder.

SECTION 2. RESERVATION OF SHARES.

         The Company  shall at all times  reserve for issuance  and/or  delivery
upon exercise of this Warrant such number of Warrant Shares as shall be required
for issuance and delivery upon exercise of this Warrant.

SECTION 3. FRACTIONAL SHARES.

         No fractional shares or scrip  representing  fractional shares shall be
issued upon the  exercise of this  Warrant.  With  respect to any  fraction of a
share called for upon any exercise  hereof,  the Company shall pay to the Holder
an  amount in cash  equal to such  fraction  multiplied  by the value of a share
determined as follows( the "Current Market Value"):

         (a) If the Common Stock is listed on a national  securities exchange or
admitted to unlisted  trading  privileges on such exchange or listed for trading
on NASDAQ,  the Current  Market Value shall be the last reported  'sale price of
the Common  Stock on such  exchange or system on the last  business day prior to
the date of exercise of this Warrant or if no such sale is made on such day, the
average  of the  closing  high  bid and low  asked  prices  for such day on such
exchange or system; or

         (b) If the  Common  Stock is not so  listed  or  admitted  to  unlisted
trading  privileges  but bid and  asked  prices  are  reported  by the  National
Quotation Bureau, Inc. or any successor thereto,  the Current Market Value shall
be the average of last  reported  high bid and low asked prices  reported by the
National  Quotation  Bureau,  Inc. on the last business day prior to the date of
the exercise of this Warrant; or


                                      -2-
<PAGE>


         (c) If the  Common  Stock is not so  listed  or  admitted  to  unlisted
trading  privileges  and bid and asked prices are not so  reported,  the Current
Market  Value  shall be the book  value of a share  thereof as at the end of the
fiscal  quarter  of the  Company  ending  immediately  prior  to the date of the
exercise  of the  Warrant  determined  in  accordance  with  generally  accepted
accounting principles consistently applied.

SECTION 4. EXCHANGE, TRANSFER, ASSIGNMENT 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.  The
term "Warrant" as used herein  includes any Warrants into which this Warrant may
be divided or  exchanged.  Upon  receipt by the Company of  evidence  reasonably
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.  Any such  new  Warrant  executed  and  delivered  shall
constitute  an  additional  contractual  obligation  on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.

SECTION 5. RIGHTS AND LIABILITIES OF THE HOLDER.

         The Holder shall not, by virtue hereof,  be entitled to any rights of a
shareholder  in the  Company,  either at law or  equity,  and the  rights of the
Holder are limited to those  expressed in this  Warrant and are not  enforceable
against the Company except to the extent set forth herein.  No provision of this
Warrant,  in the absence of  affirmative  action by the Holder to  purchase  the
Warrant Shares,  and no mere  enumeration  herein of the rights or privileges of
the  Holder,  shall give rise to any  liability  of the Holder for the  Exercise
Price or as a shareholder of the Company,  whether such liability is asserted by
the Company or by creditors of the Company.

SECTION 6. ADJUSTMENTS,  NOTICE   PROVISIONS  AND  RESTRICTIONS  ON  ISSUANCE OF
           ADDITIONAL SECURITIES.

SECTION 6.1 Adjustment of Exercise Price. The Exercise Price in effect from time
to- time shall be subject to adjustment, as follows:

         (a) In  case  the  Company  shall  (i)  declare  a  dividend  or make a
distribution on the  outstanding  shares of its capital stock that is payable in
shares of its Common Stock, (ii) subdivide,  split or reclassify the outstanding
shares of its Common Stock into a greater number of shares,  or (iii) combine or
reclassify the  outstanding  shares of its Common Stock into a smaller number of
shares, the Exercise Price in effect immediately after the record date for such


                                      -3-
<PAGE>

dividend or distribution or the effective date of such subdivision,  combination
or  reclassification  shall  be  adjusted  so  that it  shall  equal  the  price
determined by multiplying the Exercise Price in effect immediately prior thereto
by a fraction,  the  numerator  of which shall be the number of shares of Common
Stock  outstanding  immediately  before  such  dividend,  distribution,   split,
subdivision, combination or reclassification, and the denominator of which shall
be the  number of shares of Common  Stock  outstanding  immediately  after  such
dividend, distribution, split, subdivision, combination or reclassification. Any
shares of Common Stock issuable in payment of a dividend shall be deemed to have
been issued  immediately prior to the record date for such dividend for purposes
of calculating  the number of outstanding  shares of Common Stock of the Company
under  this  Section  6. Such  adjustment  shall be made  successively  upon the
occurrence of each event specified above.

         (b) In case the Company fixes a record date for the issuance to holders
of its Common Stock of rights, options,  warrants or convertible or exchangeable
securities  generally entitling such holders to subscribe for or purchase shares
of Common Stock at a price per share less than the Current Market Price (as such
term is defined in Subsection  6.1(d)  hereof) per share of Common Stock on such
record date, the Exercise Price shall be adjusted immediately thereafter so that
it shall equal the price  determined by multiplying the Exercise Price in effect
immediately  prior  thereto by a fraction,  the  numerator of which shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so offered would  purchase at the Current Market Price
per share,  and the denominator of which shall be the number of shares of Common
Stock  outstanding  on such Record Date plus the number of additional  shares of
Common Stock offered for subscription or purchase. Such adjustment shall be made
successively on each date whenever a record date is fixed.

      (c) In  case  the  Company  fixes  a  record  date  for  the  making  of a
distribution  to all  holders of shares of its Common  Stock of (i) of shares of
any class of capital  stock other than its Common  Stock or (ii) of evidences of
its  indebtedness  or (iii) of assets  (other than  dividends  or  distributions
referred to in Subsection 6.1 (a) hereof) or (iv) of rights,  options,  warrants
or convertible or  exchangeable  securities  (excluding  those rights,  options,
warrants or convertible  or  exchangeable  securities  referred to in Subsection
6.1(b) hereof),  then in each such case the Exercise Price in effect immediately
thereafter  shall be  determined  by  multiplying  the Exercise  Price in effect
immediately  prior thereto by a fraction,  of which the  numerator  shall be the
total  number  of  shares  of  Common  Stock  outstanding  on such  record  date
multiplied  by the Current  Market Price (as such term is defined in  Subsection
6.1(d)  hereof) per share on such record date,  less the aggregate fair value as
determined in good faith by the Board of Directors of the Company of said shares
or  evidences  of  indebtedness  or  assets  or  rights,  options,  warrants  or
convertible  or  exchangeable  securities  so  distributed,  and  of  which  the
denominator  shall be the total number of shares of Common Stock  outstanding on
such  record  date  multiplied  by such  Current  market  Price per share.  Such
adjustment shall be made  successively each time such a record date is fixed. In
the event that such  distribution  is not so made,  the  Exercise  Price then in
effect shall be readjusted  to the Exercise  Price which would then be in effect
if such record date had not been fixed.


                                      -4-
<PAGE>


         (d) For the purpose of any computation under Subsection 6.1(a),  6.1(b)
or  6.1(c)  hereof,  the  "Current  Market  Price"  per  share at any date  (the
"Computation  Date")  shall be deemed  to be the  average  of the daily  Current
Market Value over twenty consecutive  trading days ending the trading day before
such date;  provided,  however,  upon the  occurrence,  prior to the Computation
Date, of any event described in Subsections 6.1(a), 6.1(b) or 6.1(c) which shall
have  become  effective  with  respect to market  transactions  at any time (the
"Market-Effect  Date") on or after the  beginning  of such  20-day  period,  the
Current Market Value for each trading day preceding the Market-Effect Date shall
be adjusted,  for purposes of  calculating  such average,  by  multiplying  such
closing price by a fraction the  numerator of which is the Exercise  Price as in
effect  immediately after the Market-Effect Date and the denominator of which is
the  Exercise  Price  immediately  prior  to the  Market-Effect  Date,  it being
understood that the purpose of this proviso is to ensure that the effect of such
event on the market price of the Common Stock shall,  as nearly as possible,  be
eliminated in order that the distortion in the calculation of the Current Market
Price may be minimized.

         (e) All  calculations  under  this  Section  6.1  shall  be made to the
nearest cent.

SECTION 6.2 Adjustment of Number of Shares. Upon each adjustment of the Exercise
Price pursuant to Section 6.1, this Warrant shall  thereupon  evidence the right
to purchase, in addition to any other securities to which the Holder is entitled
to  purchase,   that  number  of  Warrant  Shares  (calculated  to  the  nearest
one-hundred  thousandth of a share) obtained by multiplying the number of shares
of Common Stock  purchasable upon exercise of the Warrant  immediately  prior to
such  adjustment  by the  Exercise  Price in  effect  immediately  prior to such
adjustment  and dividing the product so obtained by the Exercise Price in effect
immediately after such adjustment.

SECTION 6.3  Verification  of  Computations.  The Company shall select a firm of
independent public accountants, which may be the Company's independent auditors,
and which selection may be changed from time to time, to verify the computations
made in accordance with this Section 6. The certificate, report of other written
statement of any such firm shall be conclusive  evidence of. the  correctness of
any  computation  made under this Section 6.  Promptly upon its receipt of such,
certificate,   report  or  statement  from  such  firm  of  independent   public
accountants, the Company shall deliver a copy thereof to the Holder.

SECTION 6.4 Warrant  Certificate  Amendments.  Irrespective  of any  adjustments
pursuant to this  Section 6,  Warrant  Certificates  theretofore  or  thereafter
issued  need not be amended or  replaced,  but Warrant  Certificates  thereafter
issued shall bear an appropriate  legend or other notice of any  adjustments and
which  legend  and/or  notice has been  provided  by the  Company to the Holder,
provided  the  Company  may,  at its  option,  issue  new  Warrant  Certificates
evidencing Warrants in the form attached hereto to reflect any adjustment in the
Exercise  Price and the  number of  Warrant  Shares  evidenced  by such  Warrant
Certificates  and deliver the same to the Holder in  substitution  for  existing
Warrant Certificates.


                                      -5-
<PAGE>


SECTION 7. OFFICER'S CERTIFICATE.

         Whenever the Exercise  Price,  the number of Warrant Shares  underlying
this  Warrant or either of them shall be adjusted as required by the  provisions
of the foregoing Section, the Company shall forthwith file in the custody of its
Secretary or an Assistant  Secretary at its principal  office and with its stock
transfer agent, if any, an officer's  certificate  showing the adjusted Exercise
Price and number of Warrant shares determined as herein provided,  setting forth
in reasonable detail the facts requiring such adjustment,  including a statement
of the number of additional shares of Common Stock, if any, and such other facts
as shall be necessary  to show the reason for and the manner of  computing  such
adjustment.  Each such  officer's  certificate  shall be made  available  at all
reasonable  times for inspection by the Holder or any subsequent  holder of this
Warrant  executed  and  delivered  pursuant  to Section 1 hereof and the Company
shall,  forthwith after each such  adjustment,  mail a copy by certified mail of
such certificate to the Holder or any such subsequent holder.

SECTION 8. NOTICES TO THE HOLDER

         So long as this Warrant shall be outstanding,  (a) if the Company shall
pay any  dividend or make any  distribution  upon the Common  Stock,  (b) if the
Company  shall offer to holders of its Common  Stock  rights to  subscribe  for,
purchase,  or  exchange  property  for any shares of any class of stock,  or any
other  rights or Warrants or (c) if any capital  reorganization  of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be sent by overnight mail or courier service to the Holder,  at least fifteen
days  prior to the date  specified  in (x) or (y)  below,  as the case may be, a
notice  containing a brief  description  of the proposed  action and stating the
date on which  (x) a record  is to be taken for the  purpose  of such  dividend,
distribution   or   subscription   rights,   or   (y)   such   reclassification,
reorganization,   consolidation,   merger,   conveyance,   lease,   dissolution,
liquidation  or winding up is to take place and the date, if any is to be fixed,
as of which  holders of Common Stock or other  securities  shall receive cash or
other  property   deliverable   upon  such   reclassification,   reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up.

SECTION 9. RECLASSIFICATION, REORGANIZATION OR MERGER

         In case of any reclassification. capital reorganization or other change
of  outstanding  shares  of  Common  Stock  of the  Company,  or in  case of any
consolidation or merger of the Company with or into another  corporation  (other
than a merger with a subsidiary  in which  merger the Company is the  continuing
corporation  and  which  does  not  result  in  any  reclassification,   capital
reorganization  or other  change of  outstanding  shares of Common  Stock of the
class  issuable upon exercise of this Warrant) or in case of any sale,  lease or
conveyance to another  corporation of the property of the Company as an entirety
(collectively such actions being hereinafter referred to as "Reorganizations"),


                                      -6-
<PAGE>


the Company shall as a condition precedent to such  Reorganization  transaction,
cause  effective  provisions  to be made so that the Holder shall have the right
thereafter by exercising this Warrant at any time prior to the expiration of the
Warrant to receive in lieu of the amount of  securities  otherwise  deliverable,
the kind and  amount  of  shares of stock  and  other  securities  and  property
receivable  upon  such  Reorganization  by a holder  of the  number of shares of
Common  Stock  which might have been  purchased  upon  exercise of this  Warrant
immediately  prior to such  Reorganization.  Any such  provision  shall  include
provision  for  adjustments  which  shall  be as  nearly  equivalent  as  may be
practicable  to the  adjustments  provided for in this  Warrant.  The  foregoing
provisions   of  this   Section   9  shall   similarly   apply   to   successive
Reorganizations.

SECTION 10. ISSUE TAX

         The issuance of certificates  representing  the Warrant Shares upon the
exercise of this Warrant as well as  securities  underlying  the Share  Warrants
shall be made  without  charge to the  Holder  for any  issuance  tax in respect
thereof.

SECTION 11. EXCHANGE PROVISIONS

SECTION 11.1 For  purposes of this  Section 11, this Warrant  shall be deemed to
represent  the same number of Warrants  as there are Warrant  Shares  underlying
this Warrant.  For example,  if there are 100,000 Warrant Shares underlying this
Warrant, then for purposes of this Section 11 the Holder shall be deemed to hold
100,000 Warrants.

SECTION 11.2 For purposes of this Section 11, the following terms shall have the
following' meanings:

         (a) "Current  Market  Value" of a Warrant  Share shall be such value as
determined  under  Section 3 hereof  except  that the time of the  determination
thereof shall be the last  business day prior to the day the Company  receives a
notice from the Holder under this Section 11. - - "

         (b) "Warrant  Value"  shall mean the Current  Market Value of a Warrant
Share underlying each Warrant minus the Exercise Price of such Warrant as of the
close of business on the last business day prior to the day the Company receives
a notice from the Holder under this Section 11.

SECTION  11.3 The  Holder  shall  have  the  right to  exchange,  in a  cashless
transaction,  all or part of its  Warrants at any time not later than 5:09 P.M.,
New York City Time on the  Termination  Date by  providing  written  notice (the
"Notice") to the Company. The Notice shall set forth the number of Warrants that
the Holder elects to exchange for Warrant Shares.


                                      -7-
<PAGE>


SECTION  11.4  Within  three  business  DAYS AFTER  RECEIPT OF THE NOTICE BY THE
COMPANY,  THE  COMPANY  SHALL  ISSUE THE NUMBER OF WARRANT  SHARES TO THE HOLDER
WHICH SHALL BE DETERMINED  BY DIVIDING THE WARRANT  VALUE OF THE WARRANTS  BEING
EXCHANGED  BY THE  EXERCISE  PRICE AS OF THE DATE THE NOTICE IS  RECEIVED BY THE
COMPANY.  NOTWITHSTANDING  THE FOREGOING,  THE NUMBER OF WARRANT SHARES TO BE SO
ISSUED TO THE HOLDER SHALL NOT EXCEED THE MAXIMUM  NUMBER OF WARRANT SHARES THAT
THE HOLDER WOULD HAVE BEEN ENTITLED TO RECEIVE HAD IT PAID THE EXERCISE PRICE IN
CASH ON THE DAY THE COMPANY RECEIVES THE NOTICE.

SECTION  11.5  The  Holder  shall  surrender  the  Warrant  that the  Holder  is
exchanging for Warrant Shares upon receipt of such Warrant Shares. If the entire
Warrant is being exchanged by the Holder for Warrant  Shares,  the Company shall
cancel the entire  Warrant.  If less than the entire Warrant is being  exchanged
for  Warrant  Shares,  the  Company  shall  issue a new  Warrant  to the  Holder
representing  the portion of this Warrant  which was not  exchanged  for Warrant
Shares.

SECTION 13. GOVERNING LAW, JURISDICTION AND VENUE.

         This  Warrant  shall be  governed  by and  construed  and  enforced  in
accordance with the laws of the State of New York. The Company hereby  consentsb
to the exclusive  jurisdiction  and venue of the courts of the State of New York
located in New York County, New York or the Unites States Federal District Court
for the  Southern  District of New York with  respect to any matter  relating to
this Warrant and the performance of the Company's  obligations hereunder and the
Company  hereto hereby  further  consents to the personal  jurisdiction  of such
courts.  Any action  suit or  proceeding  brought by or on behalf of the Company
relating to such matters shall be commenced, pursued, defended and resolved only
in such courts and any appropriate  appellate court having  jurisdiction to hear
an appeal from any judgment entered in such courts.

                                             STATMON TECHNOLOGIES CORP.

                                             By: /s/ Geoffrey P. Talbot
                                               ---------------------------------
                                               Name: Geoffrey P. Talbot


                                             [SEAL]

                                             Dated: October 12, 2001
                                                  ------------------------------

                                             Attest: /s/ Peter Upfold
                                                   -----------------------------

                                             Secretary: /s/ Peter Upfold
                                                      --------------------------


                                      -8-
<PAGE>


                                 PURCHASE FORM


                                                                Dated___________


         The  undersigned  hereby  irrevocably  elects to  exercise  the  within
Warrant to the extent of purchasing _ Warrant Shares and hereby makes payment of
in payment of the actual exercise price thereof.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK


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