<PAGE>

EXHIBIT 4.51



THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS WARRANT HAS NOT BEEN
QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA
AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF
THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS
THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102
OR 25106 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO
THIS WARRANT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING
OBTAINED, UNLESS THE SALE IS SO EXEMPT.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE REGISTRATION STATEMENT AS TO
SUCH SECURITIES FILED UNDER THE ACT AND COMPLIANCE WITH APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER HEREOF
THAT SUCH REGISTRATION IS NOT REQUIRED.


                        WARRANT TO PURCHASE CAPITAL STOCK

                                       OF

                                THE RICEX COMPANY


         This Warrant is entered into pursuant to the terms of the Agreement
between JDK & Associates, Inc. and The RiceX Company (the "Company"). The
Company hereby grants to JDK & Associates, Inc., or its permitted registered
assigns ("Registered Holder"), subject to the terms and conditions of this
Warrant, the right to purchase from the Company at any time after the date of
this Warrant and prior to the Expiration Date (as defined below) up to the
number of shares (subject to adjustment as set forth herein and rounded to
whole shares) of Warrant Stock (as defined below) at a purchase price per
share equal to the Purchase Price (as defined below) subject to adjustment as
provided herein, upon surrender of this Warrant at the principal office of
the Company together with a duly executed Subscription Form in the form
attached hereto as Exhibit 1 and simultaneous payment of the full Purchase
Price, as adjusted to the extent provided herein, in lawful money of the
United States of America.

        1. CERTAIN DEFINITIONS. The following terms shall have the meaning
set forth below:

<PAGE>

                1.1 BOARD. The "Board" means the Board of Directors of the
Company.

                1.2 COMPANY. The "Company" means The RiceX Company, a
Delaware corporation.

                1.3 EXPIRATION DATE. "Expiration Date" means 5:00 p.m.
Pacific Time on October 31, 2002, or, if earlier, the date and time
determined under Section 5.4 of this Warrant.

                1.4 ISSUE DATE. "Issue Date" means the date of this Warrant.

                1.5 PURCHASE PRICE. "Purchase Price" means seventy-five cents
($0.75) per share of Warrant Stock. The Purchase Price is subject to
adjustment, as provided herein.

                1.6 REGISTERED HOLDER. "Registered Holder" means JDK &
Associates, Inc. or its permitted registered assigns.

                1.7 SEC. "SEC" means the Securities Exchange Commission of
the United States of America.

                1.8 WARRANT. "Warrant" means this Warrant and Warrant(s)
delivered in substitution or exchange therefor, as provided herein.

                1.9 WARRANT STOCK. "Warrant Stock" means up to 50,000 shares
of the Common Stock of the Company and any other consideration issuable under
this Agreement upon exercise of this Warrant or any portion thereof. The
number and character of shares of Warrant Stock are subject to adjustment as
provided herein and the term "Warrant Stock" shall include stock and other
securities and property at any time receivable or issuable upon exercise of
this Warrant.

        2. EXERCISE. Subject to the terms of this Warrant and compliance with
all applicable securities laws, Registered Holder may exercise this Warrant
at any time, on any business day before the Expiration Date, for up to the
number of shares of Warrant Stock that is set forth in Section 1.9 above, by
surrendering this Warrant at the principal office of the Company at 1241
Hawks Flight Court, El Dorado Hills, California 95762, with a Subscription
Form in the form attached as Exhibit 1 hereto duly executed by the Registered
Holder, together with full payment in cash or check of the sum obtained by
multiplying (a) the number of shares of Warrant Stock the Registered Holder
desires to purchase by (b) the Purchase Price or adjusted Purchase Price
therefor, if applicable, as determined in accordance with the terms hereof.
Registered Holder may exercise this Warrant for less than the full number of
shares of Warrant Stock purchasable hereunder but must exercise this Warrant
in increments of at least ten percent (10%) of the initial shares of Warrant
Stock, as adjusted pursuant hereto, if the exercise is for less than all
remaining Warrant Stock then exercisable hereunder. Upon Registered Holder's
partial exercise, Registered Holder must surrender this Warrant, and the
Company shall issue to the Registered Holder a new Warrant of the same tenor
for

                                       2
<PAGE>

purchase of the number of remaining shares of Warrant Stock not purchased.
Registered Holder shall be deemed to have exercised this Warrant immediately
prior to the close of business on the date of its surrender for exercise as
provided above, and shall be treated for all purposes as the holder of record
of such shares as of the close of business on such date. As soon as
practicable on or after such date, the Company shall issue and deliver to the
Registered Holder or Holders a certificate or certificates for the number of
whole shares of Warrant Stock issuable upon such exercise, together with cash
in lieu of any fraction of a share equal to such fraction of the current fair
market value of one whole share of Warrant Stock as of the date of exercise,
as determined in good faith by the Company's Board. No fractional shares may
be issued upon any exercise of this Warrant.

         Upon exercise, in part or in whole, of this Warrant, certificates
representing the Warrant Shares shall bear a legend substantially similar to
the following:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (I) PURSUANT TO
                  AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE
                  EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY
                  SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF
                  SECURITIES), OR (III) UPON THE DELIVERY BY THE HOLDER TO THE
                  COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO
                  THE ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER
                  SUCH ACT IS AVAILABLE.

        3. FULLY PAID SHARES. All shares of Warrant Stock the Company issues
upon exercise of this Warrant shall be validly issued, fully paid and
non-assessable.

        4. TRANSFER AND EXCHANGE. Subject to the terms of this Warrant and
compliance with all applicable securities laws, this Warrant and all rights
hereunder are transferable, in whole or in part, on the books of the Company
maintained for such purpose at the principal office of the Company referred
to above, by the Registered Holder hereof in person, or by duly authorized
attorney, upon Registered Holder's surrender of this Warrant properly
endorsed and upon payment of any necessary transfer tax or other governmental
charge imposed upon such transfer. Upon any partial transfer, the Company
shall issue and deliver to the Registered Holder a new Warrant or Warrants
with respect to the shares of Warrant Stock not so transferred. Until a
transfer of this Warrant is registered on the books of the Company, the
Company may treat the Registered Holder hereof as the owner for all purposes.
Notwithstanding the foregoing, this Warrant and the rights hereunder may not
be transferred unless such transfer (a) complies with all applicable
securities laws and the provisions of Section 11 hereof, and (b) effects the
transfer of the right to purchase at least five percent (5%) of the initial
shares of Warrant Stock, as adjusted, or the right to purchase all remaining

                                       3
<PAGE>

shares of Warrant Stock purchasable under this Warrant if the right to
purchase less than five percent (5%) of the initial shares of Warrant Stock
remains untransferred.

        5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number or
character of shares of Warrant Stock issuable upon exercise of this Warrant
and the Purchase Price therefor shall be adjusted to the extent provided
below upon occurrence of the following events:

                5.1 ADJUSTMENT FOR STOCK SPLITS, STOCK DIVIDENDS,
RECAPITALIZATION AND SIMILAR EVENTS. The Purchase Price of this Warrant and
the number of shares of Warrant Stock issuable upon exercise of this Warrant
shall each be proportionally adjusted to reflect any stock split, reverse
stock split, combination of shares, reclassification, recapitalization or
other similar event affecting the number of outstanding shares of the
Company's Stock. For example, if there should be a 2-for-1 stock split of the
Company's Stock, the Purchase Price of this Warrant shall be divided by two
(2) and the number of shares of Warrant Stock purchasable under this Warrant
shall be doubled. An adjustment under this Section 5.1 shall be effective at
the close of business on the date such event becomes effective.

                5.2 ADJUSTMENT FOR OTHER DIVIDENDS AND DISTRIBUTIONS. If the
Company shall make or issue, or shall fix a record date for the determination
of eligible holders entitled to receive, a dividend or other distribution
with respect to the Warrant Stock payable in securities of the Company, then,
and in each such case, the Registered Holder of this Warrant on exercise of
this Warrant at any time after the consummation, effective date or record
date of such event, shall receive, in addition to the shares of Warrant Stock
issuable on such exercise prior to such date, the securities or such other
securities of the Company to which such Registered Holder would have been
entitled upon such date if such Registered Holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in
this Warrant).

                5.3 ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER. In
case of any reorganization of the Company (or any successor corporation, the
stock or other securities of which are at the time receivable on the exercise
of this Warrant), after the Issue Date, or in case, after such date, the
Company (or any other such successor corporation) shall consolidate all of
its assets to another corporation, then, and in each such case, the
Registered Holder of this Warrant, upon the exercise hereof (as provided in
Section 2) at any time after the consummation of such reorganization,
consolidation, merger, or conveyance, shall be entitled to receive, in lieu
of the stock or other securities and property receivable upon the exercise of
this Warrant prior to such consummation, the stock or other securities or
property to which such Registered Holder would have been entitled had
Registered Holder exercised this Warrant immediately prior thereto, all
subject to further adjustment as provided in this Section 5, and the
successor or purchasing corporation in such reorganization, consolidation,
merger or conveyance (if other than the Company) shall duly execute and
deliver to the Registered Holder a supplement hereto acknowledging such
corporation's obligations under this Warrant; and in each such case, the
terms of this Warrant shall be applicable

                                       4
<PAGE>

to the shares of stock or other securities or property receivable upon the
exercise of this Warrant after such consummation.

                5.4 CONVERSION OF WARRANT STOCK. In case all the authorized
Warrant Stock of the Company is converted, pursuant to the Company's
Certificate of Incorporation, into other securities or property, or the
Warrant Stock otherwise ceases to exist, then, in such case, the Registered
Holder of this Warrant, on exercise hereof at any time after the date on
which the Warrant Stock is so converted or ceases to exist (the "Termination
Date") shall receive, in lieu of the number of Shares of Warrant Stock that
would have been issuable upon such exercise immediately prior to the
Termination Date (the "Former Issuable Number of Shares of Warrant Stock"),
the stock and other securities and property to which such Registered Holder
would have been entitled to receive upon the Termination Date if such
Registered Holder had exercised this Warrant with respect to the Former
Issuable Number of Shares of Warrant Stock immediately prior to the
Termination Date (all subject to further adjustment as provided in this
Warrant).

                5.5 ADJUSTMENTS TO PURCHASE PRICE. Although an adjustment to
the Purchase Price may occur pursuant to this Section 5, the aggregate
purchase price for the total number of shares of Warrant Stock purchasable
hereunder (as adjusted) shall remain the same.

        6. NO IMPAIRMENT. The Company may not, by amendment of its
Certificate of Incorporation or Bylaws, or through reorganization,
consolidation, merger, dissolution, issue or sale of securities, sale of
assets or any other voluntary action, willfully avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but shall at
all times in good faith assist in the carrying out of all such terms and in
the taking of all such action as may be necessary or appropriate in order to
protect the rights of the Registered Holder against impairment. Without
limiting the generality of the foregoing, the Company (a) will not set nor
increase the par value (if any par value exists) of any shares of stock
issuable upon the exercise of this Warrant above the amount payable therefor
upon such exercise, and (b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully
paid and non-assessable shares of Warrant Stock upon the exercise of this
Warrant.

        7. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in
either the Purchase Price or in the number of share of Warrant Stock, or
other stock, securities or property receivable on the exercise of this
Warrant, the Treasurer of the Company shall, upon request from Registered
Holder, compute such adjustment in accordance with the terms of this Warrant
and prepare a certificate setting forth such adjustment and showing in detail
the facts upon which such adjustment is based, including a statement of the
adjusted Purchase Price. Thereafter, the Company shall cause copies of such
certificate to be mailed (by first class mail, postage prepaid) to the
Registered Holder.

        8. NOTICES OF RECORD DATE. In case:

                                       5
<PAGE>

                     (a) The Company shall take a record of the holders of
its Warrant Stock for the purpose of entitling them to receive any dividend
or other distribution; or

                     (b) Of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation, or any conveyance of
all or substantially all of the assets of the Company to another corporation
in which holders of the Company's stock are to receive stock, securities,
cash or property of another corporation; or

                     (c) Of any voluntary dissolution, liquidation or
winding-up of the Company; or

                     (d) Any redemption or conversion into Common Stock of
all outstanding Warrant Stock.

then, and in each such case, the Company shall mail or cause to be mailed to
the Registered Holder of this Warrant a notice specifying, as the case may
be, (a) the date on which a record is to be taken for the purpose of such
dividend or distribution, and stating the amount and character of such
dividend or distribution, or (b) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution,
liquidation, winding-up, redemption or conversion is to take place, and the
time, if any is to be fixed, as of which the holders of record of Warrant
Stock shall be entitled to exchange their shares of Warrant Stock or Common
Stock (or such other stock or securities) for securities or other property
deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up. Such notice shall
be mailed at least ten (10) days prior to the effective or record date
therein specified, as applicable. Failure to provide notice under this
Section 8 or any defect therein shall not affect the validity of any action
taken in connection with such dividend, distribution, reorganization,
reclassification, consolidation, merger, conveyance, dissolution,
liquidation, winding-up, redemption or conversion.

        9. LOSS OR MUTILATION. Upon Registered Holder's delivery to the
Company of evidence reasonably satisfactory to the Company of the ownership,
and the loss, theft, destruction or mutilation, of this Warrant, and of
indemnity reasonably satisfactory to the Company, and (in the case of
mutilation) upon surrender and cancellation of this Warrant, the Company
shall execute and deliver to the Registered Holder in lieu thereof a new
Warrant of like tenor.

        10. RESERVATION OF WARRANT STOCK. If at any time the number of
authorized but unissued shares the Company's Common Stock or other securities
shall not be sufficient to effect the exercise of this Warrant, the Company
shall take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued shares of Common Stock or
other securities to such number of shares of Common Stock or other securities
as shall be sufficient for such purpose.

        11. RESTRICTIONS ON TRANSFER.

                                       6
<PAGE>

                11.1 ACKNOWLEDGMENT, REPRESENTATION AND WARRANTIES OF
REGISTERED HOLDER. The Registered Holder understands and acknowledge that
neither this Warrant nor the shares of Warrant Stock have been registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws. As a condition to the issuance of this Warrant and to its
exercise the Registered Holder hereby represents and warrants to the Company
that:

                     (a) The Warrant and, if applicable, the shares of
Warrant Stock (collectively, the "Securities") have been acquired by the
Registered Holder for investment and not with a view to the sale or other
distribution thereof within the meaning of the Act and the Registered Holder
has no present intention of selling or otherwise disposing of all or any
portion of the Securities.

                     (b) The Registered Holder has acquired the Securities
for the Registered Holder's own account only and no one else has any
beneficial ownership in the Securities.

                     (c) The Registered Holder is capable of evaluating the
merits and risks of any investment in the Securities, is financially capable
of bearing a total loss of this investment and has either (i) a preexisting
personal or business relationship with the Company or its principals or (ii)
by reason of the Registered Holder's business or financial experience, has
the capacity to protect his or its own interest in connection with this
investment.

                     (d) The Registered Holder has had access to all
information regarding the Company, its present and prospective business,
assets, liabilities and financial condition that the Registered Holder
considers important to making the decision to acquire the Securities and has
had ample opportunity to ask questions of and receive answers from the
Company's representatives concerning an investment in the Securities and to
obtain any and all documents requested in order to supplement or verify any
of the information supplied.

                     (e) The Registered Holder understands that the
Securities shall be deemed restricted securities under the Act and may not be
resold unless they are registered under the Act and any applicable state
securities law, or in the opinion of counsel in form and substance
satisfactory to the Company, an exemption from such registration is available.

                     (f) The Registered Holder is aware of Rule 144
promulgated under the Act, which rule provides, in substance, that (i) after
one year from the date restricted securities have been purchased and fully
paid for, a holder may transfer restricted securities provided certain
conditions are met, e.g., certain public information is available about the
Company, and specific limitations on the amount of shares which can be sold
within certain periods and the manner in which such shares must be sold are
complied with, and (ii) after two years from the date the Securities have
been purchased and fully paid for, holders who are not "affiliates" of the
Company may sell restricted securities without satisfying such conditions.

                                       7
<PAGE>

                     (g) The Registered Holder further understands that if
the requirements of Rule 144 are not met, registration under the Act,
compliance with Regulation A, or some other registration exemption will be
required for any disposition of the Securities; and that, although Rule 144
is not exclusive, the SEC has expressed its opinion that persons proposing to
sell restricted securities other than in a registered offering or other than
pursuant to Rule 144 will have a substantial burden of proof in establishing
that an exemption from registration is available for such offers or sales and
such persons and the brokers who participate in the transactions do so at
their own risk.

                11.2 SALE OR TRANSFER OF WARRANT STOCK. The Registered Holder
of this Warrant, by acceptance hereof, agrees that, absent an effective
registration statement filed with the SEC under the Act, covering the
disposition or sale of this Warrant or the Warrant Stock issued or issuable
upon exercise hereof, such Registered Holder will not sell or transfer any or
all of this Warrant or such Warrant Stock, as the case may be, without first
providing the Company with an opinion of counsel satisfactory to the Company
to the effect that such sale or transfer will be exempt from the registration
and prospectus delivery requirements of the Act, and such Registered Holder
consents to the Company making a notation on its records, or giving
instructions to any transfer agent of this Warrant, or such Warrant Stock, in
order to implement this restriction on transfer. The share certificates
issued upon exercise of this Warrant shall bear legends referring to the
restrictions on transfer set forth in this Section 11. As a condition to the
transfer of this Warrant or transfer of the shares issuable on exercise
hereof, any permitted transferee must execute and deliver to the Company
representations and warranties similar to those set forth in this Section 11.

        12. GENERAL PROVISIONS.

                12.1 NO RIGHTS OR LIABILITIES AS SHAREHOLDER. This Warrant
does not by itself entitle the Registered Holder to any voting rights or
other rights as a shareholder of the Company. In the absence of affirmative
action by Registered Holder to purchase Warrant Stock by exercise of this
Warrant, no provisions of this Warrant, and no enumeration herein of the
rights or privileges of the Registered Holder shall cause such Registered
Holder to be a shareholder of the Company for any purpose by virtue hereof.

                12.2 AMENDMENT. The provisions of this Agreement may be
modified at any time by agreement of the parties. Any such agreement
hereafter made shall be ineffective to modify this Agreement in any respect
unless in writing and signed by the parties against whom enforcement of the
modification or discharge is sought.

                12.3 NOTICES. Any notice under this Agreement shall be in
writing, and any written notice or other document shall be deemed to have
been duly given (i) on the date of personal service on the parties, (ii) on
the third business day after mailing, if the document is mailed by registered
or certified mail, (iii) one day after being sent by professional or
overnight courier or messenger service guaranteeing one-day delivery, with
receipt confirmed by the courier, or (iv) on the date of transmission if sent
by telegram, telex, telecopy or other means of electronic transmission
resulting in written

                                       8
<PAGE>

copies, with receipt confirmed. Any such notice shall be delivered or
addressed to the parties at the addresses set forth below or at the most
recent address specified by the addressee through written notice under this
provision:

If to the Company:

Daniel McPeak, Chief Executive Officer
The RiceX Company
1241 Hawk's Flight Court, Suite 103
El Dorado Hills, CA 95762
Fax: (916) 933-3232

With a copy to:

Crosby, Heafey, Roach & May
700 S. Flower St., Suite 2200
Los Angeles, CA  90017
Attn: Mr. Richard Lasater

If to the Registered Holder:

JDK & Associates, Inc.
19800 MacArthur Blvd., Suite 880
Irvine, CA  92612
Attn:  Joseph Kowal

With a copy to:

------------------------------
------------------------------
------------------------------
------------------------------
Attn:
     -------------------------


Failure to conform to the requirement that mailings be done by registered or
certified mail shall not defeat the effectiveness of notice actually received
by the addressee.

                12.4 CHANGE; WAIVER. Any of the terms or conditions of this
Agreement may be waived at any time by the party entitled to the benefit
thereof, but no such waiver shall affect or impair the right of the waiving
party to require observance, performance or satisfaction either of that term
or condition as it applies on a subsequent occasion or of any other term or
condition.

                12.5 HEADINGS. The headings in this Warrant are for purposes
of convenience and reference only, and shall not be deemed to constitute a
part hereof.

                                       9
<PAGE>

                12.6 LAW GOVERNING. The rights and obligations of the parties
and the interpretation and performance of this Agreement shall be governed by
the law of California, excluding its conflict of laws rules

                12.7 INTEGRATION. This Agreement constitutes the entire
agreement between the Company and the Registered Holder with respect to the
subject matter hereof. Any previous agreement between the Company and the
Registered Holder is superseded by this Agreement. Subject to the exceptions
specifically set forth in this Agreement, the terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
heirs, successors, administrators, executors and assigns of the parties
hereto.

                12.8 COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

                12.9 SEVERABILITY. If any provision of this Agreement is
adjudicated by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of the Agreement which can be given full force
and effect without the invalid provision shall continue in full force and
effect and shall in no way be impaired or invalidated.

         Dated: As of November 1, 1999

                                       COMPANY

                                       The RiceX Company, a Delaware corporation


                                       By:
                                          --------------------------------------

                                       Its:
                                          --------------------------------------

                                       REGISTERED HOLDER

                                       JDK & Associates, Inc.


                                       By:
                                          --------------------------------------

                                       Its:
                                          --------------------------------------


                                       10
<PAGE>

                                    EXHIBIT 1
                                SUBSCRIPTION FORM

                 (To be executed only upon exercise of Warrant)


         Theundersigned Registered Holder of this Warrant irrevocably
exercises this Warrant for the purchase of ___________ shares of ___________
Stock of ___________, purchasable with this Warrant, and herewith makes
payment therefor, all at the price and on the terms and conditions specified
in this Warrant. The representations and warranties of the undersigned
contained in Section 11 of this Warrant continue to be true and complete on
the date hereof.

         Dated:
                ----------             --------------------------------------
                                       (Signature of Registered Holder)

                                       --------------------------------------
                                       (Street Address)

                                       --------------------------------------
                                       (City)             (State)    (Zip)


<PAGE>

                               FORM OF ASSIGNMENT


         FOR VALUE RECEIVED the undersigned Registered Holder of this Warrant
hereby sells, assigns and transfers unto the Assignee named below in
accordance with the terms and conditions of the Warrant, all of the rights of
the undersigned under the within Warrant, with respect to the number of
shares of Warrant Stock set forth below:

<TABLE>
<CAPTION>
        NAME OF ASSIGNEE                 ADDRESS                 NO. OF SHARES
<S>                                    <C>                       <C>



</TABLE>

and does hereby irrevocably constitute and appoint ______________________
Attorney to make such transfer on the books of ___________ maintained for the
purpose, with full power of substitution in the premises.

         Dated:                     BY:
                ----------             --------------------------------------
                                               (Registered Holder)

                                    Name:
                                    Title: