<PAGE>

                                                                     EXHIBIT 4.2

Warrant No. C-1                                         Warrant Shares 4,000,000


THIS COMMON STOCK PURCHASE WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR
THE PROVISIONS OF THIS COMMON STOCK PURCHASE WARRANT.


                               EPIXTAR CORPORATION


                          COMMON STOCK PURCHASE WARRANT

THIS IS TO CERTIFY THAT Epixtar Corp., a Florida Corporation (the "Company")
having an office at 11900 Biscayne Boulevard, Miami, Florida 13381 has granted
to Brookfield Investments Ltd., having an address at Twin Tower Two, Jabotinski
Street, Ramat Gan , Israel, or registered assigns the right, at any time
("Exercise Period") from May 31, 2003 to 5:30 P.M. Florida time on May 31, 2006
(the "Expiration Date") to purchase from the Company, four million (4,000,000)
shares of Common Stock (as hereinafter defined and subject to adjustment as
provided herein), in whole or in part, at a purchase price per share of fifty
Cents ($.50), subject to adjustment as provided herein, all on the terms and
conditions and pursuant to the provisions hereinafter set forth.

                  1. DEFINITIONS

                  In addition to the definitions set forth as used herein this,
the following terms shall have the respective meanings set forth below:

                  "Business Day" shall mean any day that is not a Saturday or
Sunday or a day on which, banks are required or permitted to be closed in the
State of Florida.

                  "Commission" shall mean the Securities and Exchange
Commission or any other federal agency then administering the Securities Act and
other federal securities laws.

                  "Common Stock" shall mean (except where the context otherwise
indicates) the Common Stock, par value $.001 per share, of the Company as
constituted on the Closing Date, and any capital stock into which such Common
Stock may thereafter be changed, and shall also include (i) capital stock of the
Company of any other class (regardless of how denominated) issued to the holders
of shares of Common Stock upon any reclassification thereof which is also not
preferred as to dividends or assets over any other class of stock of the Company
and which is not subject to redemption and (ii) shares of common stock of any
successor or acquiring corporation received by or distributed to the holders of
Common Stock of the Company in the circumstances contemplated by Section 3.2.

<PAGE>

                  "Current Market Price" shall mean on any date of determination
the closing bid price of a Common Share on such day as reported on Nasdaq;
provided, if such security is not listed or admitted to trading on Nasdaq, as
reported on the principal national security exchange or quotation system on
which such security is quoted or listed or admitted to trading, or, if not
quoted or listed or admitted to trading on any national securities exchange or
quotation system, the closing bid price of such security on the over-the-counter
market on the day in question as reported by Bloomberg LP, or a similar
generally accepted reporting service, as the case may be.

                  "Current Warrant Price" shall mean, in respect of a share of
Common Stock at any date herein specified, the price at which a share of Common
Stock may be purchased pursuant to this Warrant on such date, as set forth in
the first paragraph hereof.

                  "Holder" shall mean the Person in whose name the Warrant or
Warrant Stock set forth herein is registered on the books of the Company
maintained for such purpose.

                  "Outstanding" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be determined,
all issued shares of Common Stock, except shares then owned or held by or for
the account of the Company or any subsidiary thereof, and shall include all
shares issuable in respect of outstanding scrip or any certificates representing
fractional interests in shares of Common Stock.

                  "Principal Office" shall mean the office of the Company set
forth on page one or such other office designated by notice hereafter.

                  "Person" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, incorporated organization, association,
corporation, institution, public benefit corporation, entity or government
(whether federal, state, county, city, municipal or otherwise, including,
without limitation, any instrumentality, division, agency, body or department
thereof).

                  "Warrant Price" shall mean an amount equal to (i) the number
of shares of Common Stock being purchased upon exercise of this Warrant pursuant
to Section 2.1, multiplied by (ii) the Current Warrant Price as of the date of
such exercise.

                  "Warrant Stock" shall mean the shares of Common Stock
purchased by the holders of the Warrants upon the exercise thereof.

                  "Warrant" or "Warrants" shall mean this warrant and all
warrants issued upon transfer, division or combination of, or in substitution
for, any thereof. All Warrants shall at all times be identical as to terms and
conditions and date, except as to the number of shares of Common Stock for which
they may be exercised.


                                      -2-
<PAGE>

                  2. EXERCISE OF WARRANT

                  2.1 Manner of Exercise Transaction

                  (a) From and after the Closing Date and until 5:00 p.m., New
York time, on the Expiration Date, Holder may exercise this Warrant, on any
Business Day, for all or any part of the number of shares of Common Stock
purchasable hereunder.

                  (b) In order to exercise this Warrant, in whole or in part,
Holder shall deliver to the Company at its Principal Office a completed executed
Exercise Notice in form attached the number of shares of Common Stock to be
purchased, payment of the Warrant Price in cash or wire transfer or cashier's
check drawn on a United States bank and this Warrant. Upon receipt of these
items the Company shall, as promptly as practicable, and in any event within
seven Business Days thereafter, execute or cause to be executed and deliver or
cause to be delivered to Holder a certificate or certificates representing the
aggregate number of full shares of Common Stock issuable upon such exercise,
together with cash in lieu of any fraction of a share, as hereinafter provided.

                  (c) The stock certificate or certificates so delivered shall
be, to the extent possible, in such denomination or denominations as Holder
shall request in the notice and shall be registered in the name of Holder or,
subject to Section 6, such other name as shall be designated in the notice. This
Warrant shall be deemed to have been exercised and such certificate or
certificates shall be deemed to have been issued, and Holder or any other Person
so designated to be named therein shall be deemed to have become a holder of
record of such shares for all purposes, as of the date the notice, together with
the cash or check or checks and this Warrant, is received by the Company as
described above and all taxes required to be paid by Holder, if any, pursuant to
Section 2.2 prior to the issuance of such shares have been paid.

                  (d) If this Warrant shall have been exercised in part, the
Company shall, at the time of delivery of the certificate or certificates
representing Warrant Stock, deliver to Holder a new Warrant evidencing the
rights of Holder to purchase the unpurchased shares of Common Stock called for
by this Warrant, which new Warrant shall in all other respects be identical with
this Warrant, or, at the request of Holder, appropriate notation may be made on
this Warrant and the same returned to Holder. Notwithstanding any provision
herein to the contrary, the Company shall not be required to register shares in
the name of any Person who acquired this Warrant (or part hereof) or any Warrant
Stock otherwise than in accordance with this Warrant.

                  2.2 Payment of Taxes and Charges

                  All shares of Common Stock issuable upon the exercise of this
Warrant pursuant to the terms hereof shall be validly issued, fully paid and
nonassessable, freely tradable and without any preemptive rights. The Company
shall pay all expenses in connection with, and all taxes and other governmental
charges that may be imposed with respect to, the issuance or delivery thereof
unless, such tax or charge is imposed by law upon Holder, in which case, such
taxes or charges shall be paid by Holder. The Company shall not be required,
however, to pay any tax or other charge imposed in connection with any transfer
involved in the issuance of any certificate for shares of Common Stock issuable
upon exercise of this Warrant in any name other than that of Holder, and in such
case the Company shall not be required to issue or deliver any stock certificate
until such tax or other charge has been paid or it has been established to the
satisfaction of the Company that no such tax or other charge is due.


                                      -3-
<PAGE>

                  2.3 Fractional Shares

                  The Company shall not be required to issue a fractional share
of Common Stock upon exercise of any Warrant. As to any fraction of a share,
which Holder would otherwise be entitled to purchase upon such exercise, the
Company shall pay, a cash adjustment in respect of such final fraction in an
amount equal to the same fraction of the current Market Price per share of
Common Stock as of the exercise date.

                  2.4 Transfer

                  Subject to compliance with Section 6, transfer of this Warrant
and all rights hereunder, in whole or in part, shall be registered on the books
of the Company to be maintained for such purpose, upon surrender of this Warrant
at the Principal office or the office of an Agency designated by the Company,
together with a written assignment of this Warrant substantially in the form of
Exhibit B hereto duly executed by Holder or its agent and funds sufficient to
pay any transfer taxes payable upon the making of such transfer. Upon such
surrender and, if required, such payment, the Company shall, subject to Section
6, execute and deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination specified in such instrument of assignment,
and shall issue to the assignor a new Warrant evidencing the portion of this
Warrant not so assigned, and this Warrant shall promptly be canceled. A Warrant,
if properly assigned in compliance with Section 6, may be exercised by a new
Holder for the purchase of shares of Common Stock without having a new warrant
issued.

                  2.5 Division and Combination

                  Subject to Section 6, this Warrant may be divided or combined
with other Warrants upon presentation hereof at the aforesaid office or agency
of the Company, together with a written notice specifying the names and
denominations in which new Warrants are to be issued, signed by Holder or its
agent or attorney. Subject to compliance with Sections 2.4 and 6, as to any
transfer which may be involved in such division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.

                  3. ADJUSTMENTS

                  The number of shares of Common Stock for which this Warrant is
exercisable, or the price at which such shares may be purchased upon exercise of
this Warrant, shall be subject to adjustment from time to time as set forth in
this Section 3. The Company shall give Holder notice of any event described
below which requires an adjustment pursuant to this Section 4 at the time of
such event.


                                      -4-
<PAGE>

                  3.1 Stock Dividends, Subdivisions and Combinations

                  If at any time the Company shall subdivide its outstanding
shares of Common Stock into a larger number of shares of Common Stock or
distribute a dividend in excess of five (5%) percent or combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock then (i)
the number of shares of Common Stock for which this Warrant is exercisable
immediately after the occurrence of any such event shall be adjusted to equal
the number of shares of Common Stock which a record holder of the same number of
shares of Common Stock for which this Warrant is exercisable immediately prior
to the occurrence of such event would own or be entitled to receive after the
happening of such event, and (ii) the Current Warrant Price shall be adjusted to
equal (A) the Current Warrant Price multiplied by the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares for which this Warrant is exercisable
immediately after such adjustment.

                  3.2 Reorganization, Reclassification, Merger, Consolidation
                      or Disposition of Assets

                  In case the Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another Person (where the
Company is not the survivor, a "Fundamental Corporate Change") and, pursuant to
the terms of such Fundamental Corporate involving a merger or concealed action
pursuant to the terms of common stock of the successor or acquiring corporation,
or any cash, shares of stock or other securities or property of any nature
whatsoever (including warrants or other subscription or purchase rights) in
addition to or in lieu of common stock of the successor or acquiring corporation
("Other Property"), are to be received by or distributed to the holders of
Common Stock of the Company, then Holder shall have the right thereafter to
receive, upon exercise of the Warrant, such number of shares of common stock of
the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property as is receivable upon or as a result of such
Fundamental Corporate Change by a holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such Fundamental
Corporate Change. In the case of a Fundamental Corporate change which is a
reclassification of the Common Stock (other than a change in par value, or from
par value to no par value or from no par value to par value) into shares of
Common Stock and shares of any other class of stock shall be deemed a
distribution by the Company to the holders of its Common Stock of such shares of
such other class of stock within the meaning of this Section 4.3 and, if the
outstanding shares of Common Stock shall be changed into a larger or smaller
number of shares of Common Stock as a part of such reclassification, such change
shall be deemed a subdivision or combination, as the case may be, of the
outstanding shares of Common Stock within the meaning of Section 4.3.

                  In case of any such Fundamental Corporate Change, the
successor or acquiring corporation, (if other than the Company) shall expressly
assume the due and punctual observance and performance of each and every
covenant and condition of this Warrant to be performed and observed by the
Company and all the obligations and liabilities hereunder, subject to such
modifications as may be deemed appropriate (as determined by resolution of the
Board of Directors of the Company) in order to provide for adjustments of shares
of Common Stock for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 3. For
purposes of this Section 3.2, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is not
preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or upon
the arrival of a specified date or the happening of a specified event and any
warrants or other rights to subscribe for or purchase any such stock. The
foregoing provisions of this Section 3.2 shall similarly apply to successive
Fundamental Corporate Change.


                                      -5-
<PAGE>

                  4. NOTICES TO HOLDER

                  4.1 Notice of Adjustments

                  Whenever the number of shares of Common Stock for which this
Warrant is exercisable, or whenever the price at which a share of such Common
Stock may be purchased upon exercise of the Warrants, shall be adjusted pursuant
to Section 3, the Company shall forthwith prepare a certificate to be executed
by the chief financial officer of the Company setting forth, in reasonable
detail, the event requiring the adjustment and the method by which such
adjustment was calculated (including a description of the basis on which the
Board of Directors of the Company determined the fair value of any evidences of
indebtedness, shares of stock, other securities or property or warrants or other
subscription or purchase rights referred to in Section 3.2), specifying the
number of shares of Common Stock for which this Warrant is exercisable and (if
such adjustment was made pursuant to Section 3.2) describing the number and kind
of any other shares of stock or Other Property for which this Warrant is
exercisable, and any change in the purchase price or prices thereof, after
giving effect to such adjustment or change. The Company shall promptly cause a
signed copy of such certificate to be delivered to the Holder in accordance with
Section 10.2. The Company shall keep at the Principal Office copies of all such
certificates and cause the same to be available for inspection at said office
during normal business hours by the Holder.

                  4.2 Notice of Corporate Action

                  If at any time:

                  (a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right; or

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

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


                                       -6-
<PAGE>

then in any one or more of such cases, the Company shall give to Holder (i) at
least 10 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up. Such notice also shall specify (i) the date on which any such record is to
be taken the date on which the holders of Common Stock shall be entitled to any
such dividend, distribution or right, and the amount and character thereof, and
(ii) the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up is to take place and the time, if any such time is to be fixed, as of which
the holders of Common Stock shall be entitled to exchange their shares of Common
Stock for securities or other property deliverable upon such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up.

                  5. RESERVATION AND AUTHORIZATION OF COMMON STOCK

                  From and after the Closing Date, the Company shall at all
times reserve and keep available for issuance upon the exercise of Warrants such
number of its authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of all outstanding Warrants. All
shares of Common Stock which shall be so issuable, when issued upon exercise of
any Warrant and payment therefor in accordance with the terms of such Warrant,
shall be duly and validly issued and fully paid and nonassessable and not
subject to preemptive rights.

                  6. RESTRICTIONS ON TRANSFERABILITY

                  The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned before satisfaction of the conditions specified in this
Section 6, which conditions are intended to ensure compliance with the
provisions of the Securities Act with respect to the transfer of any Warrant or
any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by
the provisions of this Section 6.

                  6.1 Investment Intent - Legend

                      (a) The Holder represents that the Holder will be
acquiring the Warrant Shares for investment and not with a view to, or for sale
in connection with, any distribution thereof nor with any present intention to
sell the Warrant Shares. The undersigned will not offer or transfer the Warrant
Shares except pursuant to an effective registration statement pursuant to the
Securities Act or an exemption from such requirements as set forth in an opinion
of counsel. The certificates for the Warrant Shares shall contain a legend to
such effect and be subject to a stop transfer order. Except as set forth herein,
the Company has no obligation to register the Shares under the Securities Act,
or to assist the undersigned in complying with an exemption from registration
under the Securities Act.

                      (b) Each certificate for the Warrant Shares shall be
imprinted with a legend substantially in the following form or such other legend
determined by counsel to the Company:


                                       -7-
<PAGE>

              THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
              REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
              ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR
              OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
              STATEMENT WITH RESPECT THERETO UNDER SAID ACT, OR AN OPINION OF
              COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
              REQUIRED.

                  7. LOSS OR MUTILATION

                  Upon receipt by the Company from Holder of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of this Warrant and indemnity reasonably satisfactory to it (it being
understood that the written agreement of the Holder shall be sufficient
indemnity), and in case of mutilation upon surrender and cancellation hereof,
the Company will execute and deliver in lieu hereof a new Warrant of like tenor
to Holder; provided, in the case of mutilation no indemnity shall be required if
this Warrant in identifiable form is surrendered to the Company for
cancellation.

                  8. NO RIGHTS AS A STOCKHOLDER

                  No provision hereof, shall give rise to any right of Holder as
a stockholder of the Company.

                  9. MISCELLANEOUS

                  9.1 Nonwaiver and Expenses

                  No course of dealing or any delay or failure to exercise any
right hereunder on the part of Holder shall operate as a waiver of such right or
otherwise prejudice Holder's rights, powers or remedies. If the event of a
default or breach of this Warrant Agreement, the Company shall pay the Holder
hereof, reasonable costs of enforcement and collection, including reasonable
attorneys' fees.

                  9.2 Notice Generally

                  Except as may be otherwise provided herein, any notice or
other communication or delivery required or permitted hereunder shall be in
writing and shall be delivered personally or sent by certified mail, postage
prepaid, or by a nationally recognized overnight courier service, and shall be
deemed given when so delivered personally or by overnight courier service, or,
if mailed, three days after the date of deposit in the United States mails to
the following address or other address changed by notice hereunder.


                                      -8-
<PAGE>

                      (a) if to the Company, to the address set forth on page 1.


                      (b) if to the Holder, at the address set forth on page 1,


                  9.3 Successors and Assigns

                  Subject to the provisions of Sections 2.4 and 6, this Warrant
and the rights evidenced hereby shall inure to the benefit of and be binding
upon the successors of the Company and the successors and assigns of Holder. The
provisions of this Warrant are intended to be for the benefit of all Holders
from time to time of this Warrant and, with respect to Section 9 hereof, holders
of Warrant Stock, and shall be enforceable by any such Holder or holder of
Warrant Stock.

                  9.4 Amendment

                  This Warrant and all other Warrants may be modified or amended
or the provisions hereof waived with the written consent of the Company and
Holder.

                  9.5 Severability

                  Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under
applicable law, such provision shall only be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Warrant.

                  9.6 Headings

                  The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.

                  9.7 Governing Law/Jurisdiction/Venue

         This Warrant shall be governed by the laws of the State of New York,
without regard to the provisions thereof relating to conflicts of law. THE
COMPANY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL OR STATE
COURT SITUATED IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS PROMISSORY NOTE, AND HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH FEDERAL OR STATE COURT. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY
VENUE OBJECTION IT MAY HAVE TO ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT IN ANY SUCH VENUE AND ANY OBJECTION ON THE GROUNDS
THAT ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY
INCONVENIENT FORUM.

                            [SIGNATURE PAGE FOLLOWS.]


                                      -9-
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed and its corporate seal to be impressed hereon and attested by its
Secretary or an Assistant Secretary.

Dated:  as of March 3, 2002


                                   EPIXTAR CORP.



                                   By: s/
                                       -----------------------------------------
                                       Name:
                                       Title:

Attest:



  By: s/
      ----------------------------
      Name:
      Title:
<PAGE>

                                                                       EXHIBIT A

                                 EXERCISE NOTICE

                 [To be executed only upon exercise of Warrant]

                  The undersigned registered owner of this Warrant irrevocably
exercises this Warrant for the purchase of __________ shares of Common Stock of
Epixtar Corp. and herewith makes payment therefor, all at the price and on the
terms and conditions specified in this Warrant and requests that certificates
for the shares of Common Stock hereby purchased (and any securities or other
property issuable upon such exercise) be issued in the name of and delivered to

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

whose address is

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

and, if such shares of Common Stock shall not include all of the shares of
Common Stock issuable as provided in this Warrant, that a new Warrant of like
tenor and date for the balance of the shares of Common Stock issuable hereunder
be delivered to the undersigned.



                                           (Name of Registered Owner)



                                         (Signature of Registered Owner)



                                                (Street Address)



                                        (City)     (State)     (Zip Code)

                                    Notice: The signature on this Notice of
                                    Exercise must correspond with the name as
                                    written upon the face of the within Warrant
                                    in every particular, without alteration or
                                    enlargement or any change whatsoever.


                                      A-1
<PAGE>

                                                                       EXHIBIT B

                                 ASSIGNMENT FORM


                  FOR VALUE RECEIVED the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below all of
the rights of the undersigned under this Warrant, with respect to the number of
shares of Common Stock set forth below:

                                                            No. of Shares of
Name and Address of Assignee                                  Common Stock
----------------------------                                  ------------




and does hereby irrevocably constitute and appoint

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

attorney-in-fact to register such transfer on the books of Epixtar Corp.
maintained for the purpose, with full power of substitution in the premises.

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



                         ------------------------------------------------------
                                           (Print Name)



                         ------------------------------------------------------
                                         (Signature)



                         ------------------------------------------------------
                                    (Print Name of Witness)



                         ------------------------------------------------------
                                       (Witness's Signature)


                         Notice: The signature on this assignment must
                         correspond with the name as written upon the face of
                         the within Warrant in every particular, without
                         alteration or enlargement or any change whatsoever.


                                      B-1