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Exhibit 4.1
                             ULTRAPHONICS-USA, INC.

                                             Warrant to purchase _________
                                             shares of common stock, subject
                                             to the provisions set forth
                                             below.

                  Warrant to Purchase shares of Common Stock of
                 ULTRAPHONICS-USA, INC. (a Georgia Corporation)

         1. Issuance of Warrant.

                  This certifies that, for good and valuable consideration,
_______________ and assigns (collectively, the "Warrantholder"), is entitled to
purchase from ULTRAPHONICS-USA, INC., a Georgia corporation (the "Company"),
subject to the terms and conditions hereof, at any time commencing on the date
hereof and before 5:00 p.m., New York time on December 31, 2000,(the "Expiration
Date"), ________________ (____) shares of common stock (the "Common Stock"
and/or "Warrant Shares") for $.01 per share (the "Exercise Price") This Warrant
may be exercised in whole only. The exercise price per share and the number of
shares of Common Stock issuable upon exercise of the Warrants are subject to
adjustment as hereinafter provided.

         2. Manner of Exercise.

                  (a) The Warrant may be exercised by giving written notice of
                  such exercise to the Company, accompanied by payment in full
                  of the Exercise Price, in cash or certified check payable to
                  the Company, for the shares to be purchased. As soon as
                  practicable, but not later than 15 days after Warrantholder
                  has given said written notice and made said payment, the
                  Company shall, without charging stock issue or transfer taxes
                  to Warrantholder, issue the number of shares of duly
                  authorized Common Stock issuable upon such exercise, which
                  shall be duly issued, fully paid and non- assessable, and
                  shall deliver to Warrantholder a certificate or certificates
                  therefor, registered in Warrantholder's name. The
                  Warrantholder shall be deemed a stockholder of the Company
                  upon exercise of this Warrant as provided in this Section 2,
                  except that if payment is made by personal check he shall not
                  be deemed a stockholder until such time as his check has
                  cleared.

                  (b) If this Warrant is exercised in part, it must be exercised
                  for a number of whole shares of Common Stock, and the
                  Warrantholder will be entitled to receive a new Warrant
                  covering the Warrant Shares which have not been exercised and
                  setting forth the proportionate part of the Aggregate Warrant
                  Price applicable to such Warrant Shares. Upon such surrender
                  of this Warrant, the Company



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                  will: (i) issue a certificate or certificates, in such
                  denominations as are requested for delivery by the
                  Warrantholder, in the name of the Warrantholder for the
                  largest number of whole shares of Common Stock to which the
                  Warrantholder shall be entitled and, if this Warrant is
                  exercised in whole, in lieu of any fractional share of Common
                  Stock to which the Warrantholder may be entitled, pay to the
                  Warrantholder cash in an amount equal to the fair value of
                  such factional share (determined in such reasonable manner as
                  the Board of Directors of the Company shall determine); and
                  (ii) deliver the other securities and properties receivable
                  upon the exercise of this Warrant, or the proportionate part
                  thereof if this Warrant is exercised in part, pursuant to the
                  provisions of this Warrant. Upon exercise in accordance with
                  Subsection 2(a) or (b), the Warrantholder shall be deemed to
                  be the holder of record of the shares of Common Stock issuable
                  upon such exercise, notwithstanding that the stock transfer
                  books of the Company shall then be closed or that certificates
                  representing such shares of Common Stock shall not then be
                  actually delivered to the Warrantholder.

         3. Representation of Warrantholder.

                  (a) By exercising this Warrant, Warrantholder understands and
                  agrees that the shares of Common Stock to be acquired upon
                  exercise of this Warrant will not be registered under the Act,
                  and will be issued in reliance upon an exemption from
                  registration afforded by Rule 504 of Regulation D of the Act;
                  and that the shares will not be registered with any state
                  securities commission or authority. Warrantholder further
                  understands that the shares to be acquired upon exercise of
                  the Warrant may not be offered or sold, unless registered or
                  exempt from registration under the Act and any applicable
                  securities or blue sky laws, and that prior to any such offer
                  or sale, the Company may require, as a condition to effecting
                  a transfer of the shares of Common Stock issuable upon the
                  exercise of the Warrant, an opinion of counsel acceptable to
                  the Company as to the registration or exemption therefrom
                  under the Act and any state blue sky laws. The Warrantholder
                  also understands that the Company is under no obligation to
                  register the shares on his behalf or to assist him in
                  complying with any exemption from registration.

                  (b) By exercising this Warrant, Warrantholder acknowledges
                  that he has, either alone and/or through his agents, been
                  afforded access to all material information concerning the
                  Company and has received responses to all questions
                  specifically posed to the Company relevant to

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                  the issuance of the Warrants to the Warrantholder. Without
                  limiting the foregoing, Warrantholder, upon exercise of this
                  Warrant, hereby represents that he has alone and/or through
                  his agents, had adequate opportunity to ask questions of and
                  receive answers from, responsible officers and/or directors of
                  the Company and to conduct any other investigation he deems
                  necessary and appropriate concerning the issuance of the
                  Warrant. Except as set forth herein, the Company has made no
                  representations or warranties to Warrantholder which have
                  induced, persuaded or stimulated Warrantholder to exercise the
                  Warrant.

                  (c) By exercising this Warrant, Warrantholder acknowledges
                  that the Company will be relying upon the representations made
                  herein in issuing the shares of Common Stock, upon exercise of
                  the Warrant, without registration.

         4. Exchange, Transfer, Assignment or Loss of Warrants

                  The Warrants are exchangeable, without expense, at the option
of the Warrantholder, upon presentation and surrender hereof to the Company or
at the office of its stock transfer agent, Holladay Stock Transfer ("HST") for
other Warrants of different denominations entitling the holder thereof to
purchase in the aggregate the same number of shares of Common Stock purchasable
hereunder. Upon surrender of these Warrants to the Company or at the office of
HST, with the Assignment Form annexed hereto duly executed and funds sufficient
to pay any transfer tax, the Company shall, without charge, execute and deliver
new Warrants in the name of the assignee named in such instrument of assignment
and this Warrant shall promptly be cancelled. This Warrant may be divided or
combined with other Warrants which carry the same rights upon presentation
hereof, at the office of the Company or at the office of HST, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued and signed by the Warrantholder hereof. The term "Warrant" and /or
"Warrants" as used herein includes any Warrants into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of the Warrants, and (in the case
of loss, theft, or destruction) of reasonably satisfactory indemnification, and
upon surrender and cancellation of these Warrants, if mutilated, the Company
will execute and deliver a new Warrant of like tenor.

         5. Restrictions.

                  The Warrantholder shall not be entitled to any dividend
declared by the Company, and shall not be entitled to any voting rights by
virtue of the Warrants, except with respect to any shares of Common Stock issued
upon the exercise hereof.

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         6. Adjustments to Exercise Price.

                  The price per share at which shares Common Stock may be
purchased hereunder, and the number of such shares to be purchased upon exercise
hereof, are subject to change or adjustment as follows:

                  (a) In case the Company shall, while this Warrant remains
                  unexercised, in whole or in part, and in force, effect a
                  recapitalization of such character that the shares of Common
                  Stock purchasable hereunder shall be changed into or become
                  exchangeable for a larger or smaller number of shares, then,
                  after the date of record for effecting such recapitalization,
                  the number of shares of Common Stock which the holder hereof
                  shall be entitled to purchase hereunder shall be increased or
                  decreased, as the case may be, in direct proportion to the
                  increase or decrease in the number of shares of Common Stock
                  by reason of such recapitalization, and the purchase price
                  hereunder per share of such recapitalized Common Stock shall,
                  in the case of an increase in the number of such shares, be
                  proportionately reduced, and in the case of a decrease in the
                  number of such shares, shall be proportionately increased. For
                  the purpose of this subsection (a), a stock dividend, stock
                  split-up or reverse split shall be considered as a
                  recapitalization and as an exchange for a larger or smaller
                  number of shares, as the case may be.

                  (b) In the case of any consolidation of the Company with, or
                  merger of the Company into, any other corporation, or in case
                  of any sale or conveyance of all or substantially all of the
                  assets of the Company in connection with a plan of complete
                  liquidation of the Company, then, as a condition of such
                  consolidation, merger or sale or conveyance, adequate
                  provisions shall be made whereby the holder hereof shall
                  thereafter have the right to purchase and receive, upon the
                  basis and upon the terms and conditions specified in this
                  Warrant and in lieu of shares of Common Stock immediately
                  theretofore purchasable and receivable upon the exercise of
                  the rights represented hereby, such shares of stock or
                  securities as may be issued in connection with such
                  consolidation, merger or sale or conveyance with respect to or
                  in exchange for the number of outstanding shares of Common
                  Stock immediately therefore purchasable and receivable upon
                  the exercise of the rights represented hereby had such
                  consolidation, merger or sale or conveyance not taken place,
                  and in any such case appropriate provision shall be made with
                  respect to the rights and interests of the holder of this
                  Warrant to the

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                  end that the provisions hereof shall be applicable as nearly
                  as may be in relation to any shares of stock or securities
                  thereafter deliverable upon the exercise hereof.

                  (c) In case the Company shall, while this Warrant remains
                  unexercised in whole or in part, and in force, offer to the
                  holders of Common Stock any rights to subscribe for additional
                  shares of stock of the Company, then the Company shall given
                  written notice thereof to the registered holder hereof not
                  less than thirty (30) days prior to the date on which the
                  books of the Company are closed or a record date fixed for the
                  determination of shareholders entitled to such subscription
                  rights. Such notice shall specify the date as to which the
                  books shall be closed or the record date fixed with respect to
                  such offer or subscription, and the right of the holder hereof
                  to participate in such offer or subscription shall terminate
                  if this Warrant shall not be exercised on or before the date
                  of such closing of the books or such record date.

                  (d) Any adjustment pursuant to the foregoing provisions shall
                  be made on the basis of the number of shares of Common stock
                  which the holder hereof would have been entitled to acquire by
                  exercise of this Warrant immediately prior to the event giving
                  rise to such adjustment and, as to the purchase price
                  hereunder per share, whether or not in effect immediately
                  prior to the time of such adjustment, on the basis of such
                  purchase price immediately prior to the event giving rise to
                  such adjustment. Whenever any such adjustment is required to
                  be made, the Company shall forthwith determine the new number
                  of shares of Common Stock which the holder shall be entitled
                  to purchase hereunder and/or such new purchase price per
                  share, and shall prepare, retain on file and transmit to the
                  holder hereof within ten (10) days after such preparation a
                  statement describing in reasonable detail the method used in
                  calculating such adjustment(s).

                  (e) For the purposes of this Section 6, the term "Common
                  Stock" shall include all shares of capital stock authorized by
                  the Company's Certificate of Incorporation, as from time to
                  time amended, which are not limited to a fixed sum or
                  percentage of par value in respect of the right of the holders
                  thereof to participate in dividends or in the distribution of
                  assets upon the voluntary or involuntary liquidation,
                  dissolution or winding-up of the Company.



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         7. Fractional Shares

                  No fractional shares or script representing fractional shares
shall be issued upon the exercise of this Warrants. With respect to any fraction
of a share called for upon any exercise of this Warrant, the Company shall pay
to the Warrantholder an amount in cash equal to such fraction multiplied by the
current market value of such fractional share, determined as follows:

                  (a) If the Common Stock is listed on a national securities
                  exchange or admitted to unlisted trading privileges on such
                  exchange or listed for trading on the NASDAQ National Market
                  System, the current value shall be the reported last sale
                  price of one share of common Stock on such exchange or system
                  on the last business day prior to the date of exercise of this
                  Warrant, or if the Common Stock is included in the NASDAQ or
                  other automated quotation system other than the National
                  Market System or if no such sale is made on such day, the
                  current value shall be the average of the closing bid and
                  asked prices for such day on such exchange or system; or

                  (b) If the Common Stock is not so listed or admitted to
                  unlisted trading privileges, the current value shall be the
                  mean of the reported last bid and asked prices of one share of
                  common Stock as reported by the National Quotation Bureau,
                  Inc. on the last business day prior to the date of the
                  exercise of this Warrant.

                  (c) If the Common Stock is not so listed or admitted to
                  unlisted trading privileges and bid and asked prices are not
                  so reported, the current value of one share of Common Stock
                  shall be an amount, not less than book value, determined in
                  such reasonable manner as may be prescribed by the Board of
                  Directors of the Company.

         8. Reservation of Warrant Shares.

                  The Company agrees that, prior to the expiration of this
Warrant, the Company will at all times (a) have authorized and in reserve, and
will keep available, solely for issuance or delivery upon the exercise of this
Warrant, the shares of Common stock and other securities and properties as from
time to time shall be receivable upon the exercise of this Warrant, free and
clear of all restrictions on sale or transfer and free and clear of all
preemptive rights and rights of first refusal.

         9. Amendment.

                  This Warrant may be amended upon the written consent of the
Company and the Warrantholder.


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         10. Jurisdiction

                  This Warrant shall be governed by and construed in
accordance with the laws of the State of New York

                  (Applicable to New Jersey Residents Only):

                  THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY DOES NOT PASS
                  UPON OR ENDORSE THE MERITS OF ANY PRIVATE OFFERING. NO
                  OFFERING DOCUMENT HAS BEEN FILED WITH OR OTHERWISE APPROVED BY
                  THE DEPARTMENT OF LAW AND PUBLIC SAFETY OF THE STATE OF NEW
                  JERSEY. ANY REPRESENTATIONS TO THE CONTRARY IS UNLAWFUL.

                  THIS WARRANT AND THE SHARES UNDERLYING THIS WARRANT (THE
                  "UNDERLYING SHARES") ARE BEING PURCHASED FOR INVESTMENT AND
                  NOT WITH THE VIEW TO OR FOR SALE IN CONNECTION WITH A
                  DISTRIBUTION OF THIS WARRANT AND/OR THE UNDERLYING SHARES. ANY
                  RESALE OF THIS WARRANT AND/OR THE UNDERLYING SHARES SOLD IN
                  RELIANCE ON THE EXEMPTION PROVIDED BY N.J.S.A 49:3-50 WITHIN
                  12 MONTHS OF THE SALE SHALL BE PRESUMED TO BE WITH A VIEW TO
                  DISTRIBUTION AND NOT FOR INVESTMENT, EXCEPT A RESALE PURSUANT
                  TO A REGISTRATION STATEMENT EFFECTIVE UNDER N.J.S.A 49:3:61,
                  61.1 OR TO AN ACCREDITED INVESTOR PURSUANT TO AN EXEMPTION
                  AVAILABLE UNDER N.J.S.A 49:3:50. THIS WARRANT AND/OR THE
                  UNDERLYING SHARES ISSUED UNDER THE EXEMPTION SET FORTH HEREIN
                  MAY ONLY BE RESOLD PURSUANT TO REGISTRATION OR AN EXEMPTION
                  UNDER THE UNIFORM SECURITIES LAW (1997), N.J.S.A 49:3-47.


Dated: December __, 1999


                                                 ULTRAPHONICS-USA, INC.


                                                 By:_________________________
                                                    C.M. Benedict, President



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                                  PURCHASE FORM

                                                           Dated:____________


         The undersigned hereby irrevocably elects to exercise the within
Warrants to the extent of purchasing ____ shares of Common Stock and hereby
makes payment of $__________ in payment of the exercise price thereof.


                              ____________________


                     INSTRUCTIONS FOR REGISTRATION OF STOCK


Name __________________________________________________
         (Please typewrite or print in block letters)

Signature _____________________________________________

                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED __________________________________________ hereby
sells, assigns and transfers unto

Name ___________________________________________________
         (Please typewrite or print in block letters)

Address _____________________________________________________________________

Social Security or Employer Identification No. ______________________________

The right to purchase Common Stock represented by this Warrant to the extent of
____ shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint _____________ attorney to transfer the same on the books
of the company with full power of substitution.

Dated:_______________, 199_

Signature ______________________________________________

Signature Guaranteed:

______________________
Social Security Number



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