<PAGE>

                                                                     EXHIBIT 4.5


         VOID AFTER 5:00 P.M., NEW YORK TIME,
         ON MARCH 17, 2005


         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
         STATES OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY
         NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
         STATEMENT FOR THE SECURITIES UNDER APPLICABLE SECURITIES LAWS UNLESS
         OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM
         THE REGISTRATION REQUIREMENTS OF THOSE LAWS.


Date:  March 17, 2000

                       PRECISION OPTICS CORPORATION, INC.
                             STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received, [holder of warrant], or its
registered assigns, is entitled to purchase from PRECISION OPTICS CORPORATION,
INC., a corporation organized under the laws of the Commonwealth of
Massachusetts (the "COMPANY"), at any time or from time to time during the
period specified in Section 2 hereof,[number of underlying shares] fully paid
and nonassessable shares of the Company's common stock, $0.01 par value (the
"COMMON STOCK"), at an exercise price per share (the "EXERCISE PRICE) of $27.60.
The number of shares of Common Stock purchasable hereunder (the "WARRANT
SHARES") and the Exercise Price are subject to adjustment as provided in Section
5 hereof. The term "WARRANTS" means this Warrant and the other Warrants of the
Company issued pursuant to that certain Securities Purchase Agreement, dated as
of March 13, 2000, by and among the Company and the other signatories thereto
(the "SECURITIES PURCHASE AGREEMENT"). Terms used but not otherwise defined
herein shall have the meaning set forth in the Securities Purchase Agreement.



<PAGE>


         This Warrant is subject to the following terms, provisions and
conditions:

         1. MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.
Subject to the provisions hereof, including, without limitation, the limitations
contained in Section 8 hereof, this Warrant may be exercised at any time during
the Exercise Period (as defined below) by the holder hereof, in whole or in
part, by the surrender of this Warrant, together with a completed exercise
agreement in the form attached hereto (the "EXERCISE AGREEMENT"), to the Company
by 5 p.m. California time on any Business Day at the Company's principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the holder hereof) and upon payment to the Company in
cash, by certified or official bank check or by wire transfer for the account of
the Company, of the applicable Exercise Price for the Warrant Shares specified
in the Exercise Agreement . The Warrant Shares so purchased shall be deemed to
be issued to the holder hereof or such holder's designee, as the record owner of
such shares, as of the close of business on the date on which this Warrant shall
have been surrendered and the completed Exercise Agreement shall have been
delivered and payment shall have been made for such shares as set forth above
or, if such day is not a Business Day, on the next succeeding Business Day. The
Warrant Shares so purchased, representing the aggregate number of shares
specified in the Exercise Agreement, shall be delivered to the holder hereof
within a reasonable time, not exceeding three Business Days, after this Warrant
shall have been so exercised (the "DELIVERY PERIOD"). If the Company's transfer
agent is participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer program, and so long as the certificates therefor do not
bear a legend and the holder is not obligated to return such certificate for the
placement of a legend thereon, the Company shall cause its transfer agent to
electronically transmit the Warrant Shares so purchased to the holder by
crediting the account of the holder or its nominee with DTC through its Deposit
Withdrawal Agent Commission system ("DTC TRANSFER"). If the aforementioned
conditions to a DTC Transfer are not satisfied, the Company shall deliver to the
holder physical certificates representing the Warrant Shares so purchased.
Further, the holder may instruct the Company to deliver to the holder physical
certificates representing the Warrant Shares so purchased in lieu of delivering
such shares by way of DTC Transfer. Any certificates so delivered shall be in
such denominations as may be requested by the holder hereof, shall be registered
in the name of such holder or such other name as shall be designated by such
holder and, following the date on which the Warrant Shares may be sold by the
holder pursuant to Rule 144(k) promulgated under the Securities Act (or a
successor rule), shall not bear any restrictive legend. Upon a sale of any
Warrant Shares pursuant to an effective registration statement, any restrictive
legend on the certificates representing such Warrant Shares shall be removed. If
this Warrant shall have been exercised only in part, then, unless this Warrant
has expired, the Company shall, at its expense, at the time of delivery of such
certificates, deliver to the holder a new Warrant representing the number of
shares with respect to which this Warrant shall not then have been exercised.

         2. PERIOD OF EXERCISE. Except as set forth in Section 3 below, this
Warrant may be exercised at any time or from time to time (an "EXERCISE DATE")
during the period (the "EXERCISE PERIOD") beginning on (a) the date hereof and
ending (b) at 5:00 p.m., California time, on the fifth annual anniversary of the
date of original issuance hereof.



                                      -2-
<PAGE>


         3. MANDATORY EXERCISE. On any Notification Date (as defined below), the
Company may request that the holder hereof exercise this Warrant in whole but
not in part (the "MANDATORY EXERCISE") by delivering a written notice to the
holder at such address as such holder shall have provided to the Company in
writing pursuant to Section 10 hereof (the "MANDATORY EXERCISE NOTICE"). The
Mandatory Exercise Notice shall set forth the Exercise Price and the Closing
Price of a share of Common Stock on each of the ten (10) consecutive Trading
Days comprising the Measurement Period (as defined below) specified therein. The
holder shall have twenty (20) Business Days from the date of receipt of the
Mandatory Exercise Notice to exercise this Warrant in whole, but not in part, in
the manner set forth in Section 1 hereof. If the holder does not so exercise the
Warrant within such period, then (i) the holder shall forfeit such holder's
rights, title and interest under this Warrant, (ii) this Warrant shall be deemed
terminated and (iii) the holder shall deliver to the Company promptly this
Warrant marked "cancelled." Notwithstanding the foregoing, no Mandatory Exercise
may occur unless at all times from the Notification Date through the twentieth
(20th) day following the holder's receipt of a Mandatory Exercise Notice (a) a
Registration Statement covering all Registrable Securities (as those terms are
defined in the Registration Rights Agreement)(i) is effective, (ii) does not
require any amendment or supplement and (iii) discloses directly or through
incorporation by reference all material facts relating to Company and the
Registrable Securities, (b) the Company has no reason to believe that, during
the period beginning on the Notification Date and ending ninety (90) days
thereafter (the "INITIAL SELLING PERIOD"), there will be any need to suspend
sales pursuant to the Registration Statement as a result of the need to amend or
supplement the Registration Statement or otherwise; (c) the Company covenants
not to take any action during the Initial Selling Period that is reasonably
likely to result in the suspension of sales during the Initial Selling Period;
and (d) the Mandatory Exercise Notice contains (i) a certification from the
Company's chief financial officer as to the matters set forth in the immediately
preceding subclause (a) and subclause (b) (in both cases as of the Notification
Date); and (ii) the covenant of the Company set forth in the immediately
preceding subclause (c). For purposes of this Section 3, "NOTIFICATION DATE"
shall mean any Business Day during the Exercise Period but after the Trigger
Date (as defined below) which Business Day is not more than five (5) Business
Days following any period of ten (10) consecutive Trading Days (a "Measurement
Period") on each of which the Closing Price for the Common Stock was greater
than $55.20; and "TRIGGER DATE" shall mean the date which is six months after
the Closing Date under the Securities Purchase Agreement.

         4. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

              (a) SHARES TO BE FULLY PAID. All Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be validly issued, fully
paid and nonassessable and free from all taxes, liens, claims and encumbrances.

              (b) RESERVATION OF SHARES. During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise in full of this Warrant


                                      -3-
<PAGE>


(without giving effect to the limitations on exercise set forth in Section
8(g) hereof).

              (c) LISTING. The Company shall secure the listing of the shares of
Common Stock issuable upon exercise of or otherwise pursuant to this Warrant
upon each national securities exchange or automated quotation system, if any,
upon which shares of Common Stock are then listed or become listed (subject to
official notice of issuance upon exercise of this Warrant) and shall maintain,
so long as any other shares of Common Stock shall be so listed, such listing of
all shares of Common Stock from time to time issuable upon the exercise of or
otherwise pursuant to this Warrant; and the Company shall so list on each
national securities exchange or automated quotation system, as the case may be,
and shall maintain such listing of, any other shares of capital stock of the
Company issuable upon the exercise of or otherwise pursuant to this Warrant if
and so long as any shares of the same class shall be listed on such national
securities exchange or automated quotation system.

              (d) CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment
of its charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issuance or sale of securities, or any other voluntary
action, intentionally seek to avoid the observance or performance of any of the
terms to be observed or performed by it hereunder, but will at all times in good
faith assist in the carrying out of all the provisions of this Warrant. Without
limiting the generality of the foregoing, the Company (i) will not increase the
par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect, and (ii) will take all such
actions as may be reasonably necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant.

              (e) SUCCESSORS AND ASSIGNS. Subject to Section 5(c) hereof, this
Warrant will be binding upon any entity succeeding to the Company by merger,
consolidation, or acquisition of all or substantially all of the Company's
assets.

              (f) BLUE SKY LAWS. The Company shall, on or before the date of
issuance of any Warrant Shares, take such actions as the Company shall
reasonably determine are necessary to qualify the Warrant Shares for, or obtain
exemption for the Warrant Shares for, sale to the holder of this Warrant upon
the exercise hereof under applicable securities or "blue sky" laws of the states
of the United States, and shall provide evidence of any such action so taken to
the holder of this Warrant prior to such date; provided, however, that the
Company shall not be required to qualify as a foreign corporation or file a
general consent to service of process in any such jurisdiction.

         5. ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise
Price and the number of Warrant Shares issuable upon the exercise of the
Warrants, shall be subject to adjustment from time to time as provided in this
Section 5. In the event that any adjustment of the Exercise Price as required
herein results in a fraction of a cent, such Exercise Price shall be rounded up
or down to the nearest cent; provided that, in no event shall the Exercise Price
per share be reduced below $.01.




                                      -4-
<PAGE>


              (a) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company, at
any time during the Exercise Period, subdivides (by any stock split, stock
dividend, reclassification or otherwise) its shares of Common Stock into a
greater number of shares, then, after the date of record for effecting such
subdivision, the Exercise Price in effect immediately prior to such subdivision
will be proportionately reduced. If the Company, at any time during the Exercise
Period, combines (by reverse stock split, reclassification or otherwise) its
shares of Common Stock into a smaller number of shares, then, after the date of
record for effecting such combination, the Exercise Price in effect immediately
prior to such combination will be proportionately increased.

              (b) ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 5, the number of
shares of Common Stock issuable upon exercise of this Warrant shall be increased
or decreased to equal the quotient obtained by dividing (i) the product of (A)
the Exercise Price in effect immediately prior to such adjustment, multiplied by
(B) the number of shares of Common Stock issuable upon exercise of this Warrant
immediately prior to such adjustment, by (ii) the adjusted Exercise Price .

              (c) CONSOLIDATION, MERGER OR SALE. In case of any capital
reorganization or any reclassification of the shares of Common Stock of the
Company, or in the case of any consolidation with or merger of the Company into
or with another corporation or the sale of all or substantially all of its
assets to another corporation effected in such a manner that the holders of
Common Stock shall be entitled to receive stock, securities or assets with
respect to or in exchange for Common Stock, then, as part of such
reorganization, reclassification, consolidation, merger or sale, as the case may
be, lawful provision shall be made so that the holder of the Warrant shall have
the right thereafter to receive, upon the exercise hereof, the kind and amount
of shares of stock or other securities or property which the holder would have
been entitled to receive if, immediately before such reorganization,
reclassification, consolidation or merger, the holder had held the number of
shares of Common Stock which were then purchasable upon the exercise of the
Warrant had the Warrant been exercised. In any such case, appropriate adjustment
(as determined in good faith by the Board of Directors of the Company) shall be
made in the application of the provisions set forth herein with respect to the
rights and interests thereafter of the holder of the Warrant, to the end that
the provisions set forth herein (including provisions with respect to
adjustments of the exercise price) shall thereafter be applicable, as nearly as
reasonably may be, in relation to any shares of stock or other property
thereafter deliverable upon the exercise of this Warrant.

              (d) NOTICE OF ADJUSTMENT. Upon the occurrence of any event which
requires any adjustment of the Exercise Price, then, and in each such case, the
Company shall give notice thereof to the holder of this Warrant, which notice
shall state the Exercise Price resulting from such adjustment and the increase
or decrease in the number of Warrant Shares issuable upon exercise of this
Warrant, setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based. Such calculation shall be certified
by the chief financial officer of the Company.



                                      -5-
<PAGE>


              (e) MINIMUM ADJUSTMENT OF THE EXERCISE PRICE . No adjustment of
the Exercise Price shall be made in an amount of less than .1% of the Exercise
Price in effect at the time such adjustment is otherwise required to be made,
but any such lesser adjustment shall be carried forward and shall be made at the
time and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than .1% of such
Exercise Price.

              (f) NO FRACTIONAL SHARES. No fractional shares of Common Stock are
to be issued upon the exercise of this Warrant, but the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock on the date of such exercise.

              (g) OTHER NOTICES. In case at any time:

              (i) the Company shall declare any dividend upon the Common Stock
payable in shares of stock of any class or make any other distribution (other
than dividends or distributions payable in cash out of retained earnings
consistent with the Company's past practices with respect to declaring dividends
and making distributions) to the holders of the Common Stock;

                   (ii) the Company shall offer for subscription pro rata to the
holders of the Common Stock any additional shares of stock of any class or other
rights;

                   (iii) there shall be any capital reorganization of the
Company, or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially all of its assets to,
another corporation or entity; or

                   (iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;

                   (v) then, in each such case, the Company shall give to the
holder of this Warrant (a) notice of the date or estimated date on which the
books of the Company shall close or a record shall be taken for determining the
holders of Common Stock entitled to receive any such dividend, distribution, or
subscription rights or for determining the holders of Common Stock entitled to
vote in respect of any such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding-up and (b) in the case of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, notice of the date (or, if not then known, a
reasonable estimate thereof by the Company) when the same shall take place. Such
notice shall also specify the date on which the holders of Common Stock shall be
entitled to receive such dividend, distribution, or subscription rights or to
exchange their Common Stock for stock or other securities or property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation, or winding-up, as the case may be. Such notice
shall be given at least fifteen (15) days prior to the record date or the date
on which the Company's books are closed in respect thereto. Failure to give any
such notice or any defect therein shall not affect the validity of the
proceedings referred to in



                                      -6-
<PAGE>


clauses (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing, the
Company may publicly disclose the substance of any notice delivered hereunder
prior to delivery of such notice to the holder of this Warrant.

         6. ISSUE TAX. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the holder of this
Warrant or such shares for any issuance tax or other costs in respect thereof,
provided that the Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

         7. NO RIGHTS OR LIABILITIES AS A SHAREHOLDER. This Warrant shall not
entitle the holder hereof to any voting rights or other rights as a shareholder
of the Company. No provision of this Warrant, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such 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.

         8. TRANSFER, EXCHANGE, REDEMPTION AND REPLACEMENT OF WARRANT.

              (a) RESTRICTION ON TRANSFER. This Warrant and the rights granted
to the holder hereof are transferable in whole or in part, at any one time, upon
surrender of this Warrant, together with a properly executed assignment in the
form attached hereto, at the office or agency of the Company referred to in
Section 8(e) below, PROVIDED, HOWEVER, that any transfer or assignment shall be
subject to the conditions set forth in Sections 8(f), 8(g) and 9 hereof and to
the provisions of Sections 3(e) and 3(f) of the Securities Purchase Agreement.
Until due presentment for registration of transfer on the books of the Company,
the Company may treat the registered holder hereof as the owner and holder
hereof for all purposes, and the Company shall not be affected by any notice to
the contrary. Notwithstanding anything to the contrary contained herein, the
registration rights described in Section 9 hereof are assignable only in
accordance with the provisions of the Registration Rights Agreement.

              (b) WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant
is exchangeable, upon the surrender hereof by the holder hereof at the office or
agency of the Company referred to in Section 8(e) below, for new Warrants of
like tenor of different denominations representing in the aggregate the right to
purchase the number of shares of Common Stock which may be purchased hereunder,
each of such new Warrant to represent the right to purchase such number of
shares as shall be designated by the holder hereof at the time of such
surrender.

              (c) REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant and, in the case of any such loss, theft, or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.



                                      -7-
<PAGE>



              (d) CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of this
Warrant in connection with any transfer, exchange, or replacement as provided in
this Section 8, this Warrant shall be promptly canceled by the Company. The
Company shall pay all taxes (other than securities transfer taxes) and all other
expenses (other than legal expenses, if any, incurred by the holder or
transferees) and charges payable in connection with the preparation, execution,
and delivery of Warrants pursuant to this Section 8. The Company shall indemnify
and reimburse the holder of this Warrant for all losses and damages arising as a
result of or related to any breach by the Company of the terms of this Warrant,
including costs and expenses (including legal fees) incurred by such holder in
connection with the enforcement of its rights hereunder.

              (e) WARRANT REGISTER. The Company shall maintain, at its principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the holder hereof), a register for this Warrant, in which
the Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.

              (f) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time of
the surrender of this Warrant in connection with any exercise, transfer, or
exchange of this Warrant, this Warrant (or, in the case of any exercise, the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such exercise, transfer, or exchange, (i)
that the holder or transferee of this Warrant, as the case may be, furnish to
the Company a written opinion of counsel (which opinion shall be in form,
substance and scope customary for opinions of counsel in comparable
transactions) to the effect that such exercise, transfer, or exchange may be
made without registration under the Securities Act and under applicable state
securities or blue sky laws, (ii) that the holder or transferee execute and
deliver to the Company an investment letter in form and substance reasonably
acceptable to the Company and (iii) that the transferee be an "ACCREDITED
INVESTOR" as defined in Rule 501(a) promulgated under the Securities Act;
PROVIDED that no such opinion, letter, or status as an "accredited investor"
shall be required in connection with a transfer pursuant to Rule 144(k) under
the Securities Act.

              (g) ADDITIONAL RESTRICTIONS ON EXERCISE OR TRANSFER.
Notwithstanding anything in Section 1 or Section 3 hereof to the contrary, this
Warrant shall not be exercisable to the extent (but only to the extent) that (a)
the number of shares of Common Stock beneficially owned by the holder of this
Warrant and its affiliates (other than shares of Common Stock which may be
deemed beneficially owned through the ownership of the unexercised portion of
the Warrants or the unexercised or unconverted portion of any other securities
of the Company subject to a limitation on conversion or exercise analogous to
the limitation contained herein) and (b) the number of shares of Common Stock
issuable upon exercise of the Warrants (or portion thereof) with respect to
which the determination described herein is being made, would result in
beneficial ownership by such holder and its affiliates of more than 9.99% of the
outstanding shares of Common Stock. To the extent the above limitation applies,
the determination of whether and to what extent this Warrant shall be
exercisable with respect to other securities owned by such holder shall be in
the sole discretion of the holder and submission



                                      -8-
<PAGE>

of this Warrant for full or partial exercise shall be deemed to be the
holder's determination of whether and the extent to which this Warrant is
exercisable, in each case subject to such aggregate percentage limitation. No
prior inability to exercise the Warrants pursuant to this Section shall have
any effect on the applicability of the provisions of this Section with
respect to any subsequent determination of exercisability. For purposes of
the immediately preceding sentence, beneficial ownership shall be determined
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13D-G thereunder, except as otherwise provided in
clause (a) hereof. The restrictions contained in this Section 8(g) may not be
amended without the written consent of the Company and the holder of this
Warrant. Nothing in this Section 8(g) shall affect in any way the obligations
of any holder regarding a Mandatory Exercise as set forth in Section 3 hereof.

         9. REGISTRATION RIGHTS. The initial holder of this Warrant (and certain
assignees thereof) are entitled to the benefit of such registration rights in
respect of the Warrant Shares as are set forth in the Registration Rights
Agreement, including the right to assign such rights to certain assignees, as
set forth therein.

         10. NOTICES. Any notices required or permitted to be given under the
terms of this Warrant shall be sent by certified or registered mail (return
receipt requested) or delivered personally or by courier or by confirmed
telecopy, and shall be effective five days after being placed in the mail, if
mailed, or upon receipt or refusal of receipt, if delivered personally or by
courier, or by confirmed telecopy, in each case addressed to a party. The
addresses for such communications shall be:


                  If to the Company:

                           Precision Optics Corporation, Inc.
                           22 East Broadway
                           Gardner, MA  01440-3338
                           Telephone No.:  978-630-1800
                           Facsimile No.:  978-630-1487
                           Attention:   Jack P. Dreimiller
                                        Senior Vice President, Finance and
                                        Chief Financial Officer

                  With a copy to:

                           Ropes & Gray
                           One International Place
                           Boston, MA  02110
                           Telephone No.:  617-951-7000
                           Facsimile No.:  617-951-7050
                           Attention:  Patrick O'Brien, Esq.



                                      -9-
<PAGE>


If to the holder, at such address as such holder shall have provided in writing
to the Company, or at such other address as such holder furnishes by notice
given in accordance with this Section 10, and, for any notice under Section 3,
with a copy to:

                           First Security Van Kasper
                           600 California Street, Suite 1700
                           San Francisco, CA 94108
                           Telephone No.:  (415) 675-2490
                           Facsimile No.:  (415) 954-8309
                           Attention:  Ronald F. Richards
                                       Managing Director, Corporate Finance

         11. GOVERNING LAW; JURISDICTION. This Warrant shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.

         12. MISCELLANEOUS.

              (a) AMENDMENTS. This Warrant and any provision hereof may only be
amended by an instrument in writing signed by the Company and the holder hereof.

              (b) DESCRIPTIVE HEADINGS. The descriptive headings of the several
Sections of this Warrant are inserted for purposes of reference only, and shall
not affect the meaning or construction of any of the provisions hereof.



                                      -10-
<PAGE>




         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.


                       PRECISION OPTICS CORPORATION, INC.


                            By: _________________________________
                            Name: Jack P. Dreimiller
                            Title: Senior Vice President, Finance, Chief
                                   Financial Officer and Clerk





<PAGE>




                           FORM OF EXERCISE AGREEMENT

         (TO BE EXECUTED BY THE HOLDER IN ORDER TO EXERCISE THE WARRANT)

To:      Precision Optics Corporation, Inc.


         Telephone No.:
         Facsimile No.:
         Attention:


         The undersigned hereby irrevocably exercises the right to purchase
_____________ shares of the Common Stock of PRECISION OPTICS CORPORATION, INC.,
a corporation organized under the laws of the State of Delaware (the "COMPANY"),
and tenders herewith payment of the Exercise Price in full, in the amount of
$_____________, in cash, by certified or official bank check or by wire transfer
for the account of the Company.

         The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any Common Stock obtained on exercise of the Warrant, except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

         The undersigned requests that the Company cause its transfer agent to
         electronically transmit the Common Stock issuable pursuant to this
         Exercise Agreement to the account of the undersigned or its nominee
         (which is _________________) with DTC through its Deposit Withdrawal
         Agent Commission System ("DTC TRANSFER").

         In lieu of receiving the shares of Common Stock issuable pursuant to
         this Exercise Agreement by way of DTC Transfer, the undersigned hereby
         requests that the Company cause its transfer agent to issue and deliver
         to the undersigned physical certificates representing such shares of
         Common Stock.



<PAGE>


         The undersigned requests that a Warrant representing any unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:

Dated:
      ------------------                   ------------------------------------
                                           Signature of Holder

                                           ------------------------------------
                                           Name of Holder (Print)
                                           Address:
                                           ------------------------------------
                                           ------------------------------------
                                           ------------------------------------


<PAGE>


EXHIBIT4_5.DOC
                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers all the rights of the undersigned under the attached Warrant, with
respect to the number of shares of Common Stock covered thereby issuable
pursuant to the attached Warrant set forth hereinbelow, to:


NAME OF ASSIGNEE                   ADDRESS                          NO OF SHARES



, and hereby irrevocably constitutes and appoints ______________ as agent and
attorney-in-fact to transfer said Warrant on the books of the within-named
corporation, with full power of substitution in the premises.


Dated:______________,_______


In the presence of

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

                                              Name:
                                                   --------------------------

                                              Signature:
                                                        --------------------
                                              Title of Signing Officer or Agent
                                              (if any):
                                                      ------------------------
                                              Address:
                                                      ------------------------
                                                      ------------------------


                                              Note:    The   above   signature
                                                       should   correspond
                                                       exactly  with  the  name
                                                       on the  face of the
                                                       within Warrant.