Exhibit 10.9

                                WARRANT AGREEMENT

      AGREEMENT, dated as of this 1st day of May, 2002, by and between EMEX
CORPORATION, a Nevada corporation (the "Company"), and each person or entity who
is a Registered Holder of Warrants.

                                   WITNESSETH:

      WHEREAS, the Company desires to issue warrants (the "Warrants") to
purchase 50,000 shares of Common Stock (the "Warrant Shares") to the Registered
Holder in connection with that certain secured note, dated as of the date
hereof, by the Company in favor of Thorn Tree Resources LLC (the "Note");

      WHEREAS, the Company desires to set forth the terms and conditions
relating to the issuance, registration, transfer, exchange and redemption of the
Warrants, the issuance of certificates representing the Warrants, the exercise
of the Warrants, and the rights of the holders thereof;

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth and for the purpose of defining the terms and provisions
of the Warrants and the certificates representing the Warrants ("Warrant
Certificates") and the respective rights and obligations thereunder of the
Company and the Registered Holder, the parties hereto agree as follows:

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

      (a) "Common Stock" shall mean the common stock of the Company, which at
the date hereof consists of 50,000,000 authorized shares, $.01 par value per
share, and shall also include any capital stock of any class of the Company
thereafter authorized which shall not be limited to a fixed sum or percentage in
respect to the rights of the holders thereof to participate in dividends and in
the distribution of assets upon the voluntary liquidation, dissolution or
winding up of the Company; provided, however, that the Warrant Shares shall
include (i) only shares of such class designated in the Company's Certificate of
Incorporation as Common Stock on the date of the original issue of the Warrants,
or (ii) in the case of any reclassification, change, consolidation, merger, sale
or conveyance of the character referred to in Section 8 hereof, the stock,
securities or property provided for in such section, or (iii) in the case of any
reclassification or change in the outstanding shares of Common Stock issuable
upon exercise of the Warrants as a result of a subdivision or combination or a
change in par value, or from par value to no par value, or from no par value to
par value, such shares of Common Stock as so reclassified or changed.

      (b) "Corporate Office" shall mean the office of the Company at which at
any particular time its principal business shall be administered, which office
is located at the date hereof at 12600 West Colfax Avenue, Suite C-500,
Lakewood, CO 80215.

      (c) "Exercise Date" shall mean, as to any Warrant, the date on which the
Company shall have received both (a) the Warrant Certificate representing such
Warrant, with the exercise form thereon duly executed by the Registered Holder
(as defined below) thereof or his attorney

<PAGE>

duly authorized in writing, and (b) payment in cash, or by official bank or
certified check made payable to the Company, of an amount in lawful money of the
United States of America equal to the applicable Purchase Price (as defined
below).

      (d) "Initial Exercise Date" shall mean the date hereof.

      (e) "Purchase Price" shall mean the purchase price per Warrant Share to be
paid upon exercise of each Warrant in accordance with the terms hereof, which
price shall initially equal $2.57 per share of Common Stock, subject to
adjustment from time to time pursuant to the terms and provisions of Section 8.

      (f) "Registered Holder" shall mean as to any Warrant and as of any
particular date, the person in whose name the certificate representing the
Warrant shall be registered on that date on the books maintained by the Company
pursuant to Section 6.

      (g) "Transfer Agent" shall mean the Company or, if applicable, a third
party stock transfer agent and registrar retained by the Company.

      (h) "Warrant Expiration Date" shall mean 5:00 p.m. (New York time) on the
date five (5) years from the Initial Exercise Date; provided that if such date
shall in the State of New York be a holiday or a day on which banks are
authorized or required to close, then 5:00 p.m. (New York time) on the next
following day which in the State of New York is not a holiday or a day on which
banks are authorized or required to close. Upon thirty (30) days' written notice
to all Registered Holders, the Company shall have the right to extend the
Warrant Expiration Date.

      2. Warrants and Issuance of Warrant Certificates.

      (a) A Warrant initially shall entitle the Registered Holder thereof to
purchase one Warrant Share in accordance with the terms hereof, subject to
modification and adjustment as provided in Section 8.

      (b) Warrant Certificates in the form of Exhibit A annexed hereto
representing the number of Warrants purchased by the Registered Holder shall be
delivered to the Registered Holder.

      (c) From time to time, up to the Warrant Expiration Date, the Transfer
Agent shall countersign and deliver stock certificates in required whole number
denominations representing the Warrant Shares issuable, subject to adjustment as
described herein, upon the exercise of Warrants in accordance with this
Agreement.

      (d) From time to time, up to the Warrant Expiration Date, the Company
shall countersign and deliver Warrant Certificates in required whole number
denominations to the persons entitled thereto in connection with any transfer or
exchange permitted under this Agreement; provided that no Warrant Certificates
shall be issued except (i) those initially issued hereunder, (ii) those issued
on or after the Initial Exercise Date, upon the exercise of fewer than all
Warrants represented by any Warrant Certificate, to evidence any unexercised
Warrants held by the exercising Registered Holder, (iii) those issued upon any
transfer or exchange pursuant to Section 6; (iv) those issued in replacement of
lost, stolen, destroyed or mutilated Warrant Certificates pursuant to Section 7;
and (v) those issued at the option of the Company, in such


                                       2
<PAGE>

form as may be approved by its Board of Directors, to reflect any adjustment or
change in the Purchase Price or the number of Warrant Shares purchasable upon
exercise of the Warrants.

      3. Form and Execution of Warrant Certificates.

      (a) The Warrant Certificates shall be substantially in the forms attached
hereto as Exhibit A (the provisions of which are hereby incorporated herein) and
may have such letters, numbers or other marks of identification or designation
and such legends, summaries or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Warrants may be listed. The Warrant
Certificates shall be dated the date of issuance thereof (whether upon initial
issuance, transfer, exchange or in lieu of mutilated, lost, stolen or destroyed
Warrant Certificates) and issued in registered form.

      (b) Warrant Certificates shall be executed on behalf of the Company by its
President or any Vice President, by manual signatures or by facsimile signatures
printed thereon. In case any officer of the Company who shall have signed any of
the Warrant Certificates shall cease to be an officer of the Company or to hold
the particular office referenced in the Warrant Certificate before the date of
issuance of the Warrant Certificates, such Warrant Certificates may nevertheless
be issued and delivered with the same force and effect as though the person who
signed such Warrant Certificates had not ceased to be an officer of the Company
or to hold such office.

      4. Exercise. Each Warrant may be exercised by the Registered Holder
thereof at any time on or after the Initial Exercise Date, but not after the
Warrant Expiration Date, upon the terms and subject to the conditions set forth
herein and in the applicable Warrant Certificate. 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 the Warrant Shares deliverable upon
such exercise shall be treated for all purposes as the holder thereof as of the
close of business on the Exercise Date. Promptly following, and in any event
within five (5) business days after the Exercise Date, the Company shall cause
to be issued and delivered to the person or persons entitled to receive the
same, a certificate or certificates for the Warrant Shares deliverable upon such
exercise (plus a certificate for any remaining unexercised Warrants of the
Registered Holder).

      5. Reservation of Shares, Listing Payment of Taxes, etc.

      (a) The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issue
upon exercise of Warrants, such number of shares of Common Stock as shall then
be issuable upon the exercise of all outstanding Warrants. The Company covenants
that all Warrant Shares issuable upon exercise of 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 issue thereof and that upon
issuance such Warrant Shares shall be listed on each national securities
exchange or eligible for inclusion in each automated quotation system, if any,
on which the other shares of outstanding Common Stock of the Company are then
listed or eligible for inclusion.

      (b) The Company shall pay all documentary, stamp or similar taxes and
other governmental charges that may be imposed with respect to the issuance of
Warrants, or the


                                       3
<PAGE>

issuance, or delivery of the Warrant Shares; provided, however, that if the
Warrant Shares are to be delivered in a name other than the name of the
Registered Holder of the Warrant Certificate representing any Warrant being
exercised, then no such delivery shall be made unless the person requesting the
same has paid to the Company the amount of transfer taxes or charges incident
thereto, if any.

      6. Exchange and Registration of Transfer. Subject to the restrictions on
transfer contained in the Warrant Certificates:

      (a) Warrant Certificates may be exchanged for other Warrant Certificates
representing an equal aggregate number of Warrants of the same class and may be
transferred in whole or in part. Warrant Certificates to be exchanged shall be
surrendered to the Company at its Corporate Office, and upon satisfaction of the
terms and provisions hereof, the Company shall execute, issue and deliver in
exchange therefor the Warrant Certificate or Certificates which the Registered
Holder making the exchange shall be entitled to receive. The Holder shall pay
all transfer taxes, if any, for any transfer of Warrant Certificates.

      (b) The Company shall keep at its office books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and the transfer thereof in accordance with its regular practice.
Upon due presentment for registration of transfer of any Warrant Certificate at
such office, the Company shall execute, issue and deliver to the transferee or
transferees a new Warrant Certificate or Certificates representing an equal
aggregate number of Warrants.

      (c) With respect to all Warrant Certificates presented for registration or
transfer, or for exchange or exercise, the assignment or subscription form on
the reverse thereof shall be duly endorsed, or be accompanied by a written
instrument or instruments of transfer and subscription, in form satisfactory to
the Company, duly executed by the Registered Holder or his attorney-in-fact duly
authorized in writing.

      (d) All Warrant Certificates surrendered for exercise or for exchange in
case of mutilated Warrant Certificates shall be promptly canceled by the Company
and thereafter retained by the Company until termination of this Agreement.

      (e) Prior to due presentment for registration of transfer thereof, the
Company may deem and treat the Registered Holder of any Warrant Certificate as
the absolute owner thereof and of the Warrants represented thereby
(notwithstanding any notations of ownership or writing thereon made by anyone
other than a duly authorized officer of the Company) for all purposes and shall
not be affected by any notice to the contrary.

      7. Loss or Mutilation. Upon receipt by the Company of evidence
satisfactory to it of the ownership of and loss, theft, destruction or
mutilation of any Warrant Certificate and (in case of loss, theft or
destruction) of indemnity satisfactory to it, and (in the case of mutilation)
upon surrender and cancellation thereof, the Company shall execute (in the
absence of notice to the Company that the Warrant Certificate has been acquired
by a bona fide purchaser) and deliver to the Registered Holder in lieu thereof a
new Warrant Certificate of like tenor representing an equal aggregate number of
Warrants. Applicants for a substitute Warrant Certificate shall comply with such
other reasonable regulations and pay such other reasonable charges as the
Company may prescribe.


                                       4
<PAGE>

      8. Adjustments. The Purchase Price and the Warrant Shares purchasable
hereunder are subject to adjustment from time to time as follows:

      (a) Merger, Sale of Assets, etc. If at any time while Warrants are
outstanding and unexpired there shall be (i) a reorganization (other than a
combination, reclassification, exchange or subdivision of shares otherwise
provided for herein), (ii) a merger or consolidation of the Company with or into
another corporation in which the Company is not the surviving entity, or a
merger in which the Company is the surviving entity but the shares of the
Company's capital stock outstanding immediately prior to the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, or (iii) a sale or transfer of the Company's
properties and assets as, or substantially as, an entirety to any other
corporation or other entity, then, as a part of such reorganization, merger,
consolidation, sale or transfer, lawful provision shall be made so that the
Registered Holder shall thereafter be entitled to receive upon exercise of
Warrants, during the period specified herein and upon payment of the Purchase
Price then in effect, the number of shares of stock or other securities or
property that a holder of the shares deliverable upon exercise of Warrants would
have been entitled to receive in such reorganization, consolidation, merger,
sale or transfer if their Warrants had been exercised immediately before such
reorganization, merger, consolidation, sale or transfer, all subject to further
adjustment as provided in this Section 8. The foregoing provision of this
Section 8(a) shall similarly apply to successive reorganizations,
consolidations, mergers, sales and transfers and to the stock or securities of
any other corporation or other entity that are at the time receivable upon the
exercise of Warrants. If the per-share consideration payable to the Registered
Holder for shares in connection with any such transaction is in a form other
than cash or marketable securities, than such consideration must be equal to the
fair market value of the Warrants as determined in good faith by the Company's
board of directors. In all events, appropriate adjustment (as determined in good
faith by the Company's board of directors) shall be made in the application of
the provisions of the Warrants with respect to the rights and interests of the
Registered Holder after the transaction, to the end that the provisions of the
Warrants shall be applicable after that event, as near as reasonably may be, in
relation to any shares or other property deliverable after that event upon
exercise of Warrants.

      (b) Reclassification, etc. If the Company, at any time while Warrants
remain outstanding and unexpired, by reclassification of securities or
otherwise, shall change any of the securities as to which purchase rights under
Warrants exist into the same or a different number of securities of any other
class or classes, Warrants shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as the result of such
change with respect to the securities that were subject to the purchase rights
under the Warrants immediately prior to such reclassification or other change
and the Purchase Price therefor shall be appropriately adjusted, all subject to
further adjustment as provided in this Section 8.

      (c) Split, Subdivision or Combination of Shares. If the Company, at any
time while Warrants remain outstanding and unexpired, shall split, subdivide or
combine the securities as to which purchase rights under Warrants exist, into a
different number of securities of the same class, the Purchase Price for such
securities shall be proportionately decreased in the case of a split or
subdivision or proportionately increased in the case of a combination.

      (d) Adjustments for Dividends in Stock or other Securities or Property. If
while Warrants remain outstanding and unexpired, the holders of the securities
as to which purchase rights under Warrants exist (including without limitation
securities into which such securities


                                       5
<PAGE>

may be converted) at the time shall have received, or, on or after the record
date fixed for the determination of eligible stockholders, shall have become
entitled to receive, without payment therefor, other or additional stock or
other securities or property (other than cash) of the Company by way of
dividend, then and in each case, Warrants shall represent the right to acquire,
in addition to the number of shares of the security receivable upon exercise of
the Warrants, and without payment of any additional consideration therefor, the
amount of such other or additional stock or other securities or property (other
than cash) of the Company that such holder would hold on the date of such
exercise had it been the holder of record of the security receivable upon
exercise of Warrants (or upon such conversion) on the date hereof and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and/or all other additional stock available
by it as aforesaid during such period, giving effect to all adjustments called
for during such period by the provisions of this Section 8 less the portion, if
any, of such other or additional stock or other securities or property (other
than cash) attributable to shares that were acquired by exercise of the Warrant
by the Registered Holder and disposed of prior to the record date of the
dividend.

      (e) Adjustments for Issuances of Common Stock Below Purchase Price. In
case the Company shall hereafter issue shares of its Common Stock (excluding
shares issued (i) in any of the transactions described in Sections 8(b), 8(c) or
8(d), above, (ii) upon exercise of options granted to the Company's officers,
directors and employees under a plan or plans adopted by the Company's Board of
Directors and approved by its shareholders, if such shares would otherwise be
included in this subsection (e), (but only to the extent that the aggregate
number of shares excluded hereby and issued after the date hereof, shall not
exceed 10% of the Company's Common Stock outstanding at the time of any
issuance), (iii) upon exercise of options, warrants and convertible debentures
outstanding as of the date hereof , or exercise of the Warrants, (iv) to
shareholders of any corporation which merges into the Company in proportion to
their stock holdings of such corporation immediately prior to such merger, upon
such merger or (v) issued in a bona fide public offering pursuant to a firm
commitment underwriting, but only if no adjustment is required pursuant to any
other specific subsection of this Section 8 (without regard to subsection (h)
below) with respect to the transaction giving rise to such rights) for a
consideration per share (the "Offering Price") less than the Purchase Price,
then the Purchase Price shall be adjusted immediately thereafter so that it
shall equal the price determined by multiplying the Purchase Price in effect
immediately prior thereto by a fraction, the numerator of which shall be the sum
of the number of shares of Common Stock outstanding immediately prior to the
issuance of such additional shares and the number of shares of Common Stock
which the aggregate consideration received (determined as provided in subsection
(g) below) for the issuance of such additional shares would purchase at the
Purchase Price,and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after the issuance of such additional
shares. Such adjustment shall be made successively whenever such an issuance is
made.

      (f) Adjustments for Issuances of Convertible Securities Purchase Price. In
case the Company shall hereafter issue any securities convertible into or
exchangeable for its Common Stock for a consideration per share of Common Stock
(the "Conversion Price") initially deliverable upon conversion or exchange of
such securities (determined as provided in subsection (g) below) less than the
Purchase Price, then the Purchase Price shall be adjusted immediately thereafter
so that it shall equal the price determined by multiplying the Purchase Price in
effect immediately prior thereto by a fraction, the numerator of which shall be
the sum of the number of shares of Common Stock outstanding immediately prior to
the issuance of such


                                       6
<PAGE>

securities and the number of shares of Common Stock which the aggregate
consideration received (determined as provided in subsection (g) below) for such
securities would purchase at the Purchase Price, and the denominator of which
shall be the sum of the number of shares of Common Stock outstanding immediately
prior to such issuance and the maximum number of shares of Common Stock of the
Company deliverable upon conversion of or in exchange for such securities at the
initial conversion or exchange price or rate Such adjustment shall be made
successively whenever such an issuance is made.

      (g) Method of Computation. For purposes of any computation respecting
consideration received pursuant to subsections (e) and (f) above, the following
shall apply:

                  (i) in the case of the issuance of shares of Common Stock for
cash, the consideration shall be the amount of such cash, provided that in no
case shall any deduction be made for any commissions, discounts or other
expenses incurred by the Company for any underwriting of the issue or otherwise
in connection therewith;

                  (ii) in the case of the issuance of shares of Common Stock for
a consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the current market price thereof as determined
in good faith by the Board of Directors of the Company (irrespective of the
accounting treatment thereof), whose determination shall be conclusive; and

                  (iii) in the case of the issuance of securities convertible
into or exchangeable for shares of Common Stock, the aggregate consideration
received therefor shall be deemed to be the consideration received by the
Company for the issuance of such securities plus the additional minimum
consideration, if any, to be received by the Company upon the conversion or
exchange thereof (the consideration in each case to be determined in the same
manner as provided in clauses (i) and (ii) of this subsection (g)).

      (h) Required Adjustments. No adjustment in the Purchase Price shall be
required unless such adjustment would require an increase or decrease of at
least $.01 in such price; provided, however, that any adjustments which by
reason of this subsection (h) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment required to be made
hereunder. All calculations under this Section 8 shall be made to the nearest
cent or to the nearest one-hundredth of a share, as the case may be.

      (i) Adjustment of Warrant Shares. Whenever the Purchase Price is adjusted
pursuant to Sections 8(c), 8(e) and 8(f) above, (A) the number of Warrant Shares
purchasable upon exercise of any Warrant shall be adjusted by multiplying such
number of Warrant Shares by a fraction, the numerator of which is the Purchase
Price immediately prior to such adjustment and the denominator of which is the
Purchase Price immediately after such adjustment, and (B) the Company shall
promptly mail to the Registered Holders, first class, postage prepaid, a notice
of the adjustment together with a certificate from the Company's independent
public accountants briefly stating the facts requiring the adjustment and the
manner of computing it. The certificate shall be conclusive evidence that the
adjustment is correct.

      (j) Other Adjustments. In case any event shall occur as to which the other
provisions of this Section 8 are not strictly applicable but as to which failure
to make any adjustment would not fairly protect the exercise rights represented
by this Section 8 in accordance with the


                                       7
<PAGE>

essential intent and principles hereof then, in each such case, the
majority-in-interest of the Registered Holders (in which each Registered Holder
has a number of votes equal to the number of Warrants held by such Registered
Holder) may appoint a firm of independent public accountants of recognized
national standing reasonably acceptable to the Company, which such firm shall
give their opinion as to the adjustment, if any, on a basis consistent with the
essential intent and principles established herein, necessary to preserve the
exercise rights represented herein. Upon receipt of such opinion, the Company
will promptly mail a copy thereof to all Registered Holders and shall make the
adjustments described therein. The fees and expenses of such independent public
accountants shall be borne by the Company.

      (k) Certificate as to Adjustments. In each case of any adjustment pursuant
to this Section 8, the Company will compute such adjustment or readjustment in
accordance with the terms of this Warrant Agreement and prepare a certificate
setting forth such adjustment or readjustment and showing the facts upon which
such adjustment or readjustment is based. The Company will promptly mail a copy
of each certificate to each Registered Holder and will, upon written request at
any time of any Registered Holder, furnish to such Registered Holder a Warrant
Certificate modified in accordance with such adjustment.

9. Registration Rights.

      (a) If, and whenever, the Company proposes to register any of its
securities under the Securities Act of 1933, as amended (the "Securities Act")
in connection with the proposed offer and sale of any securities by it or any of
its security holders (other than on Form S-8, S-4 or any successor form of
limited purpose) it will give written notice by registered mail, at least 20
days prior to the filing of each such registration statement, to all Registered
Holders of its intention to register its securities. If any of such Registered
Holders notify the Company within 15 days after receipt of any such notice of
its or their desire to include their Warrant Shares (the "Registrable
Securities") in such proposed registration statement, the Company shall afford
each of the Registered Holders the opportunity to have any such Registrable
Securities registered under such registration statement (the "Registration
Statement"); provided, however, in the event of an initial public offering by
the Company, the holders of Registrable Securities shall have been deemed
(without any further writing) by the terms hereof, to have agreed to a lockup
period of six (6) months from the date of effectiveness of any registration
statement filed by the Company if so requested by the underwriter of such
offering, whereby the holders of Registrable Securities shall not sell,
transfer, pledge or assign any of their Registrable Securities during such six
(6) month period. Notwithstanding the provisions of this Section 9, the Company
shall have the right at any time after it shall have given written notice
pursuant to this Section 9 (irrespective of whether a written request for
inclusion of any such securities shall have been made) to elect not to file any
such proposed registration statement, or to withdraw the same after the filing
but prior to the effective date thereof. If the managing underwriter of a
proposed public offering by the Company shall advise the Company in writing
that, in its opinion, the distribution of the Registrable Securities requested
to be included in the Registration Statement concurrently with the securities
being registered by the Company would materially and adversely affect the
distribution of such securities by the Company, then, first, the number of any
other securities (other than Registrable Securities and the securities to be
issued by the Company) requested to be included in such offering shall be
decreased on a pro rata basis, and second, after all securities other than
Registrable Securities and securities to be issued by the Company have been
excluded from such offering, the number of Registrable Securities shall be
decreased on a pro rata basis.


                                       8
<PAGE>

      (b) In connection with any registration under this Section 9, the Company
covenants and agrees as follows:

            (i) With respect to any Registration Statement filed pursuant to
this Section 9, it shall use its reasonable best efforts to have any
Registration Statements declared effective as soon as practicable thereafter,
and in no event later than 90 days from the date of filing with the Securities
and Exchange Commission (the "Commission"), so as to permit a public offering
and sale of their Warrant Shares until the earliest of (i) two years from the
effective date of the Registration Statement; (ii) such time as the Warrant
Shares are sold under the Registration Statement; or (iii) such time as the
Warrant Shares may be sold under Rule 144 without volume limitations.

            (ii) The Company shall pay all costs (excluding fees and expenses of
counsel to the holders of Registrable Securities and any underwriting or selling
commissions), fees and expenses incurred by the Company in connection with all
Registration Statements filed pursuant to this Section 9, including, without
limitation, the Company's legal and accounting fees, printing expenses, blue sky
fees and expenses. In the event the Company shall fail to comply with the
provisions of this Section 9, the Company shall, in addition to any other
equitable or other relief available to the holders of Registrable Securities, be
liable for any or all damages sustained by such holders requesting registration
of their Registrable Securities.

            (iii) The Company will take all reasonable efforts to qualify or
register the Registrable Securities included in a Registration Statement for
offering and sale under the securities or blue sky laws of such states as
reasonably are requested by holders of Registrable Securities, provided that the
Company shall not be obligated to execute or file any general consent to service
of process or to qualify as a foreign corporation to do business under the laws
of any such jurisdiction.

            (iv) The Company shall promptly advise the holders of Registrable
Securities registered under a Registration Statement (which advice shall be
accompanied by an instruction to suspend the use of the related prospectus until
the requisite changes have been made) of the happening of any event that
requires the making of any changes in the Registration Statement or the related
prospectus so that, as of such date, such Registration Statement and prospectus
do not contain an untrue statement of a material fact and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the prospectus, in light of the circumstances under
which they were made) not misleading.

            (v) Upon the occurrence of any event contemplated by Section
9(b)(iv), the Company shall file (and use its reasonable best efforts to have
declared effective as soon as possible) a post-effective amendment to the such
Registration Statement or an amendment or supplement to the related prospectus
or file any other required document so that, as thereafter delivered to the
purchasers of Registrable Securities registered under such Registration
Statement, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein
in light of the circumstances under which they were made not misleading. Each
holder of Registrable Securities registered under such Registration Statement
agrees by acquisition of such securities that, upon receipt of any notice from
the Company of the existence of any fact of the kind described in Section
9(b)(iv), such holder will forthwith discontinue disposition of the securities
pursuant to such Registration Statement until such holder receives copies of the
supplemented or amended prospectus


                                       9
<PAGE>

contemplated by this Section 9(b)(v), or until such holder is advised in writing
by the Company that the use of the prospectus may be resumed, and such holder
has received copies of any additional or supplemental filings which are
incorporated by reference in such prospectus.

            (vi) Nothing contained in this Agreement shall be construed as
requiring the Registered Holder(s) to exercise their Warrants prior to the
initial filing of any Registration Statement or the effectiveness thereof.

            (vii) Concurrently with the effectiveness of any Registration
Statement filed by the Company with respect to the Registrable Securities, the
Company shall obtain the approval for listing or trading of such securities on
the principal exchange upon which the Company's Common Stock is then listed for
trading or the Nasdaq Stock Market (National or SmallCap Markets).

            (viii) The Company may require each holder of Registrable Securities
to be registered under the Registration Statement to furnish to the Company such
information regarding such holder and the distribution of such holder's
securities thereunder as the Company may from time to time reasonably require
for inclusion in the Registration Statement, and the Company may exclude from
such registration the Registrable Securities of any holder that fails to furnish
such information within a reasonable time after receiving such request.

            (ix) If the Registrable Securities are to be sold in an underwritten
public offering, the Company shall furnish to each holder of Registrable
Securities participating in the offering and to each underwriter, if any, a
signed counterpart, addressed to such holder or underwriter, of (i) an opinion
of counsel to the Company, dated the effective date of such Registration
Statement (and, if such registration includes an underwritten public offering,
an opinion dated the date of the closing under the underwriting agreement), and
(ii) if and to the extent permitted by Statement of Auditing Standards No. 72, a
"cold comfort" letter dated the effective date of such Registration Statement
(and, if such registration includes an underwritten public offering, a letter
dated the date of the closing under the underwriting agreement) signed by the
independent public accountants who have issued a report on the Company's
financial statements included in such Registration Statement, in each case
covering substantially the same matters with respect to such Registration
Statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to underwriters in underwritten public
offerings of securities.

      (c) The Company, as soon as practicable, but in any event not later than
45 days after the end of the 12-month period beginning on the day after the end
of the fiscal quarter of the Company during which the effective date of the
Registration Statement occurs (90 days in the event that the end of such fiscal
quarter is the end of the Company's fiscal year), shall make generally available
to its security holders, in the manner specified in Rule 158(b) of the
Commission's rules and regulations, an earnings statement which will be in the
detail required by, and will otherwise comply with, the provisions of Section
11(a) of the Securities Act and Rule 158(a) of the Rules and Regulations, which
statement need not be audited unless required by the Securities Act, covering a
period of at least 12 consecutive months after the effective date of the
Registration Statement.


                                       10
<PAGE>

      (d) The Company shall deliver promptly to each holder of at least 25% of
the Registrable Securities (a "25% Holder") participating in the offering,
requesting the correspondence and memoranda described below, and the managing
underwriters, copies of all correspondence between the Commission and the
Company, its counsel or auditors and all memoranda relating to discussions with
the Commission or its staff with respect to the Registration Statement and
permit each 25% Holder and the underwriters to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted
from the Registration Statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the National Association of Securities
Dealers, Inc. ("NASD"). Such investigation shall include access to books,
records and properties and opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such reasonable times and as often as any such 25% Holder shall reasonably
request; provided, however, that any information that is designated in writing
by the Company, in good faith, as confidential at the time of delivery of such
information shall be kept confidential by such holders or any such underwriter,
attorney or accountant, unless (i) such disclosure is required to be made in
connection with a court proceeding or required by law (provided that the
disclosing party provides prior written notice to the Company and cooperates
with the Company, at the Company's expense, to take reasonable and lawful
actions to avoid and/or minimize the extent of such disclosure), or (ii) such
information becomes available to the public other than through a wrongful act by
such person; and provided, further, that the foregoing inspection and
information gathering shall, to the greatest extent possible, be coordinated on
behalf of the 25% Holders and the other parties entitled thereto by one counsel
designated by and on behalf of such holders and other parties.

      (e) The Company shall, if requested by the holders of Registrable
Securities being sold in an underwritten offering or the underwriter(s) thereof,
promptly incorporate in the Registration Statement or prospectus, pursuant to a
supplement or post-effective amendment, if necessary, such information relating
to the plan of distribution of the Registrable Securities being offered thereby,
information with respect to the amount of such securities being sold to such
underwriter(s), the purchase price being paid therefor and with respect to any
other terms of the offering of such securities to be sold in such offering as
such underwriters and holders reasonably agree should be included therein and to
which the Company does not reasonably object, and shall make all required
filings of such prospectus supplement or post-effective amendments as soon as
practicable after the Company is notified of the matters to be incorporated in
such prospectus supplement or post-effective amendment. The Company shall not be
liable to any holder in connection with any delay or amendment in connection
with the foregoing.

      (f) Indemnification and Contribution Regarding Registration Rights. The
Company agrees to indemnify and hold harmless each Registered Holder (for
purposes of this subsections (f), (g), (h) and (i) only, "Registered Holder"
shall include the officers, directors, partners, employees and agents, and each
person, if any, who controls any Registered Holder ("Controlling Person") within
the meaning of Section 15 of the Securities Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
against any and all losses, claims, damages, expenses or liabilities, joint or
several (and actions, proceedings, suits and litigation in respect thereof),
whatsoever, as the same are incurred, to which such Registered Holder or any
such Controlling Person may become subject, under the Securities Act, the
Exchange Act or any other statute or at common law or otherwise insofar as such
losses, claims, damages, expenses or liabilities arise out of or are based upon
any untrue statement or


                                       11
<PAGE>

alleged untrue statement of a material fact contained in a Registration
Statement filed pursuant to Section 9, or any preliminary prospectus or
prospectus included therein (as from time to time amended and supplemented) or
arise out of or are based upon the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein (with respect to any preliminary prospectus or prospectus, in the light
of the circumstances under which they were made), not misleading; provided,
however, that the Company shall not be liable in any such case (i) to the extent
that any such loss, claim, damage, expense or liability arises out of or is
based upon any untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement, or any preliminary
prospectus or prospectus or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any such Registered Holder specifically for inclusion therein and
provided, further, that the Company shall not be liable to any such Registered
Holder under the indemnity agreement in this subsection (f) with respect to any
preliminary prospectus or prospectus (if such prospectus has then been amended
or supplemented) to the extent that any such loss, liability, claim, damage or
expense of such Registered Holder arises out of a sale of Registrable Securities
by such Registered Holder to a person to whom there was not sent or given, at or
prior to the written confirmation of such sale, a copy of the prospectus (as
then amended or supplemented) if the Company has previously furnished copies
thereof to such Registered Holder a reasonable time in advance and the loss,
liability, claim, damage or expense of such Registered Holder results from an
untrue statement or alleged untrue statement or omission or alleged omission of
a material fact contained in the preliminary prospectus (or the prospectus)
which was corrected in the prospectus (as amended or supplemented), or (ii) to
the extent that any such loss, claim, damage, expense or liability arises out of
or is based upon any action or failure to act by such Registered Holder that is
found in a final judicial determination (or a settlement tantamount thereto) to
constitute bad faith, willful misconduct or gross negligence on the part of such
Registered Holder. The indemnity agreement in this subsection (f) shall be in
addition to any liability which the Company may have at common law or otherwise.

      (g) Each Registered Holder included in a registration pursuant to this
Section 9 agrees to indemnify and hold harmless the Company, each of its
directors, each of its officers and each other person, if any, who controls the
Company within the meaning of the Securities Act, to the same extent as the
foregoing indemnity from the Company to the Registered Holders, but only with
respect to statements or omissions, if any, made in conformity with information
relating to such Registered Holder furnished in writing by such Registered
Holder specifically for use in the Registration Statement, or any preliminary
prospectus or the prospectus or any amendment thereof or supplement thereto;
provided, however, that the obligation to indemnify will be individual to each
Registered Holder and will be limited to the amount of gross proceeds received
by such Registered Holder from the sale of Registrable Securities pursuant to
the Registration Statement.

      (h) Promptly after receipt by an indemnified party under this subsection
(h) of notice of the commencement of any action, suit or proceeding, such
indemnified party shall, if a claim in respect thereof is to be made against one
or more indemnifying parties under this Section 9, notify each party against
whom indemnification is to be sought in writing of the commencement thereof (but
the failure to notify an indemnifying party shall not relieve it from any
liability which it may have under Sections 9(f) or (g) unless and to the extent
that it has been prejudiced in a material respect by such failure or from the
forfeiture of substantial rights and defenses). In case any such action, suit or
proceeding is brought against any indemnified party, and it notifies


                                       12
<PAGE>

an indemnifying party or parties of the commencement thereof, the indemnifying
party or parties will be entitled to participate therein, and to the extent it
may elect by written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume the
defense thereof with counsel reasonably satisfactory to such indemnified party,
which may be the same counsel as counsel to the indemnifying party.
Notwithstanding the foregoing, the indemnified party or parties shall have the
right to employ its or their own counsel in any such case but the fees and
expenses of such counsel shall be at the expense of such indemnified party or
parties unless (i) the employment of such counsel shall have been authorized in
writing by the indemnifying parties in connection with the defense of such
action at the expense of the indemnifying party, (ii) the indemnifying parties
shall not have employed counsel reasonably satisfactory to such indemnified
party to take charge of the defense of such action within a reasonable time
after notice of commencement of the action, or (iii) such indemnified party or
parties shall have reasonably concluded, after consultation with counsel to such
indemnified party or parties, that a conflict of interest exists which makes
representation by counsel chosen by the indemnifying party not advisable (in
which case the indemnifying parties shall not have the right to direct the
defense of such action on behalf of the indemnified party or parties), in any of
which events such fees and expenses of one additional counsel shall be borne by
the indemnifying parties. In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
Anything in this Section 9 to the contrary notwithstanding, an indemnifying
party shall not be liable for any settlement of any claim or action effected
without its written consent.

      (i) In order to provide for just and equitable contribution in any case in
which (i) an indemnified party makes claim for indemnification pursuant to this
Section 9, but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that the express provisions of
this Section 9 provide for indemnification in such case, or (ii) contribution
under the Securities Act may be required, then each indemnifying party, in lieu
of indemnifying such indemnified party, shall contribute to the amount paid as a
result of such losses, claims, damages, expenses or liabilities (or actions,
suits, proceedings or litigation in respect thereof) in such proportion as is
appropriate to reflect the relative fault of each of the contributing parties,
on the one hand, and the party to be indemnified, on the other hand, in
connection with the statements or omissions that resulted in such losses,
claims, damages, expenses or liabilities, as well as any other relevant
equitable considerations. Relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by a Registered Holder, and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, expenses or
liabilities (or actions, suits, proceedings or litigation in respect thereof)
referred to above in this subsection (i) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating, preparing or defending any such action, claim, suit, proceeding
or litigation. Notwithstanding the provisions of this subsection (i), no
Registered Holder shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Securities sold by such
indemnifying party and distributed to the public were offered to the public
exceeds the amount of any damages that such indemnifying


                                       13
<PAGE>

party has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 12(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 9, each person, if
any, who controls the Company within the meaning of the Securities Act, each
executive officer of the Company and each director of the Company shall have the
same rights to contribution as the Company, subject in each case to this
subsection (i). Any party entitled to contribution will, promptly after receipt
of notice of commencement of any action, suit, proceeding or litigation against
such party in respect to which a claim for contribution may be made against
another party or parties under this subsection (i), notify such party or parties
from whom contribution may be sought, but the omission so to notify such party
or parties shall not relieve the party or parties from whom contribution may be
sought from any obligation it or they may have hereunder or otherwise than under
this subsection (i), or to the extent that such party or parties were not
adversely affected by such omission. The contribution agreement set forth above
shall be in addition to any liabilities which any indemnifying party may have at
common law or otherwise.

      10. Fractional Shares. No fractional shares of Warrant Shares will be
issued in connection with any exercise hereunder, but in lieu of such fractional
Warrant Shares the Company shall make a cash payment therefor upon the basis of
the current market price of such Warrant Shares as determined in good faith by
the Company's board of directors.

      11. Registered Holders Not Deemed Stockholders. No Registered Holder
shall, as such, be entitled to vote or to receive dividends or be deemed the
holder of Common Stock that may at any time be issuable upon exercise of such
Warrants for any purpose whatsoever, nor shall anything contained herein be
construed to confer upon any Registered Holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any recapitalization,
issue or reclassification of stock, change of par value or change of stock to no
par value, consolidation, merger or conveyance or otherwise), or to receive
notice of meetings, or to receive dividends or subscription rights, until such
Registered Holder shall have exercised its Warrants and been issued Warrant
Shares in accordance with the provisions hereof

      12. Agreement of Registered Holders. Every holder of a Warrant, by his
acceptance thereof, consents and agrees with the Company, and every other holder
of a Warrant that:

      (a) The Warrants are transferable only on the registry books of the
Company by the Registered Holder thereof in person or by his attorney-in-fact
duly authorized in writing and only if the Warrant Certificates representing
such Warrants are surrendered at the office of the Company, duly endorsed or
accompanied by a proper instrument of transfer satisfactory to the Company in
its discretion, together with payment of any applicable transfer taxes; and

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


                                       14
<PAGE>

      13. Cancellation of Warrant Certificates. If the Company shall purchase or
acquire any Warrant, the Warrant Certificate or Warrant Certificates evidencing
the same shall thereupon be delivered to the Company and canceled by it and
retired. The Company shall also cancel any Warrant Certificates following
exercise of any of the Warrants, certificates represented thereby or delivered
to it for transfer, split up, combination or exchange.

      14. Modification of Agreement. This Agreement shall not be modified,
supplemented or altered in any respect except with the consent in writing of the
Company and the Registered Holders, other than such changes as are specifically
prescribed by this Agreement as originally executed, are beneficial to
Registered Holders as determined in good faith by the Company's board of
directors or are made in compliance with applicable law.

      15. 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 a Registered Holder at his or her address as shown on the
registry books maintained by the Company, or if to the Company, to 12600 West
Colfax Avenue, Suite C-500, Lakewood, CO 80215 Attention: President or such
other address as the Company may specify to Registered Holders in connection
with the notice provisions of this Section.

      16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to
principles of conflict of laws.

      17. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Company and the Registered Holders, and their respective
successors and assigns. Nothing in this Agreement is intended or shall be
construed to confer upon any other person any right, remedy or claim, in equity
or at law, or to impose upon any other person any duty, liability or obligation.

      18. Termination. This Agreement shall terminate at the close of business
on the Warrant Expiration Date of all the Warrants or such earlier date upon
which all Warrants have been exercised.


                                       15
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed as of the date first above written.

                                      EMEX CORPORATION

                                      By: ______________________________
                                      Name:
                                      Title:

                                      THORN TREE RESOURCES LLC

                                      By: ______________________________
                                      Name:
                                      Title:


                                       16

<PAGE>

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH
SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE, TRANSFERRED, HYPOTHECATED OR
OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH
RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION FOR SUCH SALE, OFFER,
TRANSFER, HYPOTHECATION OR OTHER ASSIGNMENT IS AVAILABLE UNDER SUCH ACT.

         No. 1                     50,000                  Date: May 1, 2002

                         Common Stock Purchase Warrants

                             VOID AFTER May 1, 2007

                       STOCK PURCHASE WARRANT CERTIFICATE

                       FOR THE PURCHASE OF COMMON STOCK OF

                                EMEX CORPORATION

                               THIS CERTIFIES THAT

      FOR VALUE RECEIVED THORN TREE RESOURCES LLC or registered assigns (the
"Registered Holder") is the owner of 50,000 Warrants ("Warrants") to purchase
Common Stock. Each Warrant initially entitles the Registered Holder to purchase,
subject to the terms and conditions set forth in this Certificate and the
Warrant Agreement (defined below), one fully paid and non-assessable share of
Common Stock, $.01 par value per share ("Common Stock"), of EMEX CORPORATION, a
Nevada corporation (the "Company"), at any time between the Initial Exercise
Date (as defined below) and the Expiration Date (as defined below), upon the
presentation and surrender of this Warrant Certificate with the Subscription
Form annexed hereto duly executed, at the corporate office of the Company,
accompanied by payment of $2.57 per share of Common Stock, subject to adjustment
from time to time pursuant to the terms and provisions the Warrant Agreement in
lawful money of the United States of America in cash or by official bank or
certified check or immediately available funds payable to EMEX CORPORATION.

      This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the warrant agreement dated May 1, 2002 and executed by the Company
(the "Warrant Agreement"), and agreed to by each Registered Holder. Terms not
defined herein shall have the meanings assigned to them in the Warrant
Agreement.

      In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price and/or the number of shares of Common Stock
subject to purchase upon the

<PAGE>

exercise of each Warrant represented hereby ("Warrant Shares") are subject to
modification or adjustment.

      Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional Warrant Shares will be issued. In the case
of the exercise of less than all the Warrants represented hereby, the Company
shall cancel this Warrant Certificate upon the surrender hereof and shall
execute and deliver a new Warrant Certificate or Warrant Certificates of like
tenor for the balance of such Warrants, all as required by the Warrant
Agreement.

      The term "Initial Exercise Date" shall mean as of the date hereof.

      The term "Expiration Date" shall mean 5:00 p.m. (New York time) on the
date five (5) years from the Initial Exercise Date, or such earlier date as the
Warrants shall be exercised. If such date shall in the State of New York be a
holiday or a day on which the banks are authorized to close, then the Expiration
Date shall mean 5:00 p.m. (New York time) the next following day which in the
State of New York is not a holiday or a day on which banks are authorized to
close.

      This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered Holder at the corporate office of the Company, for a new Warrant
Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment with any tax or other governmental
charge imposed in connection therewith, for registration of transfer of this
Warrant Certificate at such office, a new Warrant Certificate or Warrant
Certificates representing an equal aggregate number of Warrants will be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Warrant Agreement.

      Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.

      Prior to due presentment for registration of transfer hereof, the Company
may deem and treat the Registered Holder as the absolute owner hereof and of
each Warrant represented hereby (notwithstanding any notations of ownership or
writing hereon made by anyone other than a duly authorized officer of the
Company) for all purposes and shall not be affected by any notice to the
contrary.

      This Warrant Certificate shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of laws
principles.

<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed, manually or in facsimile by its officer thereunto duly
authorized.

                                                 EMEX CORPORATION

                                                 By:___________________________
                                                 Name:
                                                 Title:

                                                 Date: May 1, 2002

<PAGE>

                                SUBSCRIPTION FORM

     (To Be Executed by the Registered Holder in Order to Exercise Warrants)

                                   ----------

THE UNDERSIGNED REGISTERED HOLDER hereby elects to exercise Warrants of EMEX
CORPORATION represented by this Warrant Certificate, and to purchase the
securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in the name of:

         _____________________________________________________________

            whose taxpayer identification number is: ________________________

      and be delivered to:

         _____________________________________________________________

         _____________________________________________________________

         _____________________________________________________________

         _____________________________________________________________
                      (please print or type name and address)

and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:

         _____________________________________________________________

         _____________________________________________________________

         _____________________________________________________________
                                    (Address)

                        ________________________________
                                     (Date)

                        ________________________________
                        (Taxpayer Identification Number)

                        ________________________________
                                   (Signature)

                              SIGNATURE GUARANTEED

                             _______________________

  (Bank or trust company having an office or correspondent in the United States
       or a broker or dealer which is a member of a registered securities
       exchange or the National Association of Securities Dealers, Inc.)
<PAGE>

                                   ASSIGNMENT

      (To Be Executed by the Registered Holder in Order to Assign Warrants)

                                   ----------

      FOR VALUE RECEIVED, the Undersigned Registered Holder hereby sells,
      assigns and transfers unto

         _____________________________________________________________
                                  (insert name)

whose taxpayer identification or other identifying number is: _____________ and
whose address is:

         _____________________________________________________________

         _____________________________________________________________

         _____________________________________________________________

         _____________________________________________________________
                      (please print or type name and address)

the following number of the Warrants represented by this Warrant Certificate:
___________________, and hereby irrevocably constitutes and appoints
___________________ Attorney to transfer this Warrant Certificate on the books
of the Company, with full power of substitution in the premises.

                             _______________________
                                     (Date)

                             _______________________
                                   (Signature)

                              SIGNATURE GUARANTEED

                             _______________________

     (Bank or trust company having an office or correspondent in the United
   States or a broker or dealer which is a member of a registered securities
        exchange or the National Association of Securities Dealers, Inc.)