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                                                                   EXHIBIT 10.51

                              COMMON STOCK WARRANT

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED,
QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY
AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES.

THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE SECURITIES
REPRESENTED HEREBY ARE SUBJECT TO A STOCK TRADING AGREEMENT, AS THE SAME MAY BE
AMENDED FROM TIME TO TIME, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE
PRINCIPAL OFFICES OF THE COMPANY.

                                                                  WARRANT NO. 41

                               WARRANT CERTIFICATE

                       TO PURCHASE SHARES OF COMMON STOCK,

                           PAR VALUE $0.0001 PER SHARE

                                       OF

                               ELECTRIC CITY CORP.

          THIS IS TO CERTIFY THAT Richard Kiphart, or his registered assigns
(the "HOLDER"), is the owner of 125,974 warrants (the "WARRANTS"), each of which
entitles the registered Holder thereof to purchase from Electric City Corp., a
Delaware corporation (the "COMPANY"), one fully paid, duly authorized and
nonassessable share of Common Stock, par value $0.0001 per share (the "COMMON
STOCK"), of the Company at any time or from time to time on or before 5:00 p.m.,
New York City time, on the Warrant Expiration Date, at an exercise price of
$1.00 per share, subject to adjustment from time to time as set forth herein
(the "EXERCISE PRICE"), all on the terms and subject to the conditions
hereinafter set forth.

          The number of shares of Common Stock issuable upon exercise of each
Warrant (the "NUMBER ISSUABLE") shall be determined for each Warrant by dividing
$1.00 by the Exercise Price in effect at the time of such exercise, and is
initially one (1) share of Common Stock. Capitalized terms used herein but not
otherwise defined shall have the meanings given them in SECTION 13 hereof or, if
not therein defined, in the Kiphart Securities Purchase Agreement.

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          Section 1. EXERCISE OF WARRANTS. Subject to the last paragraph of this
SECTION 1, the Warrants evidenced hereby may be exercised, in whole or in part,
by the registered Holder hereof at any time or from time to time on or before
5:00 p.m., New York City time, on the Warrant Expiration Date, upon delivery to
the Company at the principal executive office of the Company in the United
States of America, of (a) this Warrant Certificate, (b) a written notice stating
that such Holder elects to exercise the Warrants evidenced hereby in accordance
with the provisions of this SECTION 1 and specifying the number of Warrants
being exercised and the name or names in which such Holder wishes the
certificate or certificates for shares of Common Stock to be issued and (c)
payment of the Exercise Price for the shares of Common Stock issuable upon
exercise of such Warrants, which shall be payable by any one or any combination
of the following: (i) wire transfer of immediately available funds, (ii)
certified or official bank check payable to the order of the Company or (iii) by
the surrender (which surrender shall be evidenced by cancellation of the
relevant number of Warrants represented by any Warrant certificate presented in
connection with a Cashless Exercise (as defined below)) of a Warrant or Warrants
(represented by one or more relevant Warrant certificates), and without the
payment of the Exercise Price in cash, in return for the delivery to the
surrendering Holder of such number of shares of Common Stock equal to the number
of shares of Common Stock for which such Warrant is exercised as of the date of
exercise (if the Exercise Price were being paid in cash) reduced by that number
of shares of Common Stock equal to the number of shares for which such Warrant
is exercised multiplied by a fraction, the numerator of which is (A) the
Exercise Price and the denominator of which is (B) the Market Price of one share
of Common Stock on the Business Day that immediately precedes the day of
exercise of the Warrant. An exercise of a Warrant in accordance with clause
(iii) is herein referred to as a "CASHLESS EXERCISE." The documentation and
consideration, if any, delivered in accordance with clauses (a), (b) and (c) of
this paragraph above are collectively referred to herein as the "WARRANT
EXERCISE DOCUMENTATION."

          As promptly as practicable, and in any event within five (5) Business
Days after receipt of the Warrant Exercise Documentation, the Company shall
deliver or cause to be delivered certificates representing the number of validly
issued, fully paid and nonassessable shares of Common Stock issuable in
connection with such exercise, and if less than the full number of Warrants
evidenced hereby are being exercised, a new Warrant Certificate or Certificates,
of like tenor, for the number of Warrants evidenced by this Warrant Certificate,
less the number of Warrants then being exercised or surrendered; PROVIDED,
HOWEVER, that no new Warrant Certificate need be delivered if the Warrant
Expiration Date has occurred. Such exercise shall be deemed to have been made at
the close of business on the date of delivery of the Warrant Exercise
Documentation so that the Person entitled to receive shares of Common Stock upon
such exercise shall be treated for all purposes as having become the record
holder of such shares of Common Stock at such time.

          The Company shall pay all expenses in connection with, and all taxes
and other governmental charges (other than income taxes of the Holder) that may
be imposed in respect of the issue or delivery of any shares of Common Stock
issuable upon the exercise of the Warrants evidenced hereby. The Company shall
not be required, however, to pay any tax or other charge imposed in connection
with any transfer involved in the issue of any certificate for shares of Common
Stock in any name other than that of the registered Holder of the Warrants
evidenced hereby.

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          In connection with the exercise of any Warrants evidenced hereby, at
the Company's option, no fractions of shares of Common Stock shall be issued,
but in lieu thereof the Company may elect to pay a cash adjustment in respect of
such fractional interest in an amount equal to any such fractional interest
multiplied by the current Market Price per share of Common Stock on the Business
Day that precedes the day of exercise. If more than one such Warrant shall be
exercised by the Holder thereof at the same time, the number of full shares of
Common Stock issuable on such exercise shall be computed on the basis of the
total number of Warrants so exercised.

          SECTION 2. ADJUSTMENTS. The Exercise Price shall be subject to
adjustment from time to time as provided in this SECTION 2.

          (a)  ADJUSTMENT OF EXERCISE PRICE UPON ISSUANCE OF COMMON STOCK. If,
on the date that the Company files its Report 10-KSB for fiscal year 2003 with
the Securities and Exchange Commission (i) the consolidated revenue reported in
such 10-KSB is less than $25 million and (ii) the closing price of the Company's
Common Stock on such date of filing is less than $2.00 per share, then the
Exercise Price shall be adjusted to $0.75 per share as of the filing date.
Notwithstanding the foregoing, if, at any time following the closing date under
the Kiphart Securities Purchase Agreement and during the term of the Warrant,
the Company shall in any manner issue any of its Common Stock or any equity
securities or debt that is convertible into Common Stock other than pursuant to
Outstanding Options and Warrants (as defined herein) and such issuance price (or
convertible price) is less than $1.00 per share (or $0.75 per share upon the
occurrence of (i) and (ii) of this Section 2(a)), and the Exercise Price in
effect on the date immediately prior to the date of such issue is greater than
such issuance price or convertible price, then, immediately upon such issue, the
Exercise Price then in effect shall be reduced to such lower price per share.

          (b)  SUBDIVISION; COMBINATION OF STOCK OR STOCK DIVIDENDS. In case the
Company shall at any time subdivide its outstanding shares of Common Stock into
a greater number of shares, by split or otherwise, or issue additional shares of
Common Stock as a dividend, the Exercise Price in effect immediately prior to
such subdivision shall be proportionately reduced and, conversely, in case the
outstanding shares of Common Stock of the Company shall be combined into a
smaller number of shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased.

          (c)  REORGANIZATION; RECLASSIFICATION; CONSOLIDATION; MERGER OR SALE
OF ASSETS. In case of (i) any capital reorganization or reclassification or
other change of outstanding shares of 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, or
as a result of a subdivision or combination), (ii) any consolidation or merger
of the Company with or into another Person (other than a consolidation or merger
in which the Company is the resulting or surviving Person and that does not
result in any reclassification or change of outstanding Common Stock) or (iii)
transfer or sale of all or substantially all of the Company's Assets to another
person (any of the foregoing, a "TRANSACTION"), the Company, or such successor
or purchasing Person, as the case may be, shall execute and deliver to the
Holder of the Warrants evidenced hereby, at least five (5) Business Days prior
to effecting any of the foregoing Transactions, a certificate that the Holder of
each such Warrant then outstanding shall have the right thereafter to exercise
such Warrant into the

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kind and highest amount of shares of stock or other securities (of the Company
or another issuer) or property or cash receivable upon such Transaction by a
holder of the number of shares of Common Stock into which such Warrant could
have been exercised immediately prior to such Transaction. Such certificate
shall provide for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this SECTION 2 and shall contain
other terms identical to the terms hereof. If, in the case of any such
Transaction, the stock, other securities, cash or property receivable thereupon
by a holder of Common Stock includes shares of stock or other securities of a
Person other than the successor or purchasing Persons and other than the
Company, who controls or is controlled by the successor or purchasing Person or
who, in connection with such Transaction, issues stock, securities, other
property or cash to holders of Common Stock, then such certificate also shall be
executed by such Person, and such Person shall, in such certificate,
specifically assume the obligations of such successor or purchasing Person and
acknowledge its obligations to issue such stock, securities, other property or
cash to Holders of the Warrants upon exercise thereof as provided above. The
provisions of this SECTION 2(c) similarly shall apply to successive
Transactions.

          (d)  ADJUSTMENT FOR OTHER DISTRIBUTIONS. If the Company distributes to
all holders of its Common Stock any of its assets (including but not limited to
cash), debt securities, preferred stock, or any rights or warrants to purchase
debt securities, preferred stock, assets or other securities of the Company, the
Exercise Price shall be adjusted in accordance with the following formula:

               E'   =    E    X    M - F
                                   -----
                                     M

          where:

          E' = the adjusted Exercise Price.

          E  = the current Exercise Price.

          M  = the Market Price of one share of Common Stock on the record date
mentioned below.

          F  = the fair market value (determined in good faith by the Board of
Directors of the Company) on the record date of the assets, securities, rights
or warrants applicable to one share of Common Stock.

          The adjustment shall be made successively whenever any such
distribution is made and shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distribution.
This SECTION 2(d) does not apply to any dividend or distribution that results in
an adjustment to the Exercise Price pursuant to SECTION 2(a) or SECTION 2(b)
above.

          SECTION 3. NOTICE OF CERTAIN EVENTS. In case at any time or from time
to time the Company shall declare any dividend or any other distribution to the
holders of its Common Stock, or shall authorize the granting to the holders of
its Common Stock of rights or warrants to subscribe for or purchase any
additional shares of stock of any class or any other right, or shall

<Page>

authorize the issuance or sale of any other shares or rights that would result
in an adjustment to the Exercise Price pursuant to SECTION 2(a) or SECTION 2(d),
or there shall be any capital reorganization or reclassification of the Common
Stock or consolidation or merger of the Company with or into another Person, or
any sale or other disposition of all or substantially all the assets of the
Company, or there shall be a voluntary or involuntary dissolution, liquidation
or winding up of the Company, then, in any one or more of such cases the Company
shall mail to each Holder of the Warrants evidenced hereby at such Holder's
address as it appears on the transfer books of the Company, as promptly as
practicable but in any event at least ten (10) Business Days prior to the
applicable date hereinafter specified, a notice stating (a) the date on which a
record is to be taken for the purpose of such dividend, distribution, rights or
warrants or, if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distribution, rights or
warrants are to be determined, (b) the issue date of such dividend,
distribution, rights or warrants or (c) the date on which such reorganization,
reclassification, consolidation, merger, sale, disposition, dissolution,
liquidation or winding up is expected to become effective. Such notice also
shall specify the date as of which it is expected that the holders of Common
Stock of record shall be entitled to exchange their Common Stock for shares of
stock or other securities or property or cash deliverable upon such
reorganization, reclassification, consolidation, merger, sale, disposition,
dissolution, liquidation or winding up.

          SECTION 4. CERTAIN COVENANTS. The Company will at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Common Stock or its authorized and issued Common Stock
held as "treasury shares", for the purpose of enabling it to satisfy any
obligation to issue Common Stock upon exercise of the Warrants, the maximum
number of shares of Common Stock that may then be deliverable upon the exercise
of all outstanding Warrants. The Company shall take all action required to
increase the authorized number of shares of Common Stock if at any time there
shall be insufficient authorized but unissued shares of Common Stock to permit
such reservation or to permit the exercise of all outstanding Warrants.

          The Company or, if appointed, the transfer agent for the Common Stock
(the "TRANSFER AGENT") and every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of any of the rights of
purchase aforesaid will be irrevocably authorized and directed at all times to
reserve such number of authorized shares as shall be required for such purpose.
The Company will keep a copy of this Warrant Certificate on file with the
Transfer Agent and with every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of the rights of purchase
represented by the Warrants.

          Before taking any action that would cause an adjustment pursuant to
SECTION 2 hereof to reduce the Exercise Price below the then par value (if any)
of the Common Stock, the Company will take any corporate action that may, in the
opinion of its counsel (which may be counsel employed by the Company), be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable Common Stock at the Exercise Price as so adjusted.

          The Company covenants that all Common Stock that may be issued upon
exercise of the Warrants will, upon issue, be validly issued, fully paid,
nonassessable, free of preemptive rights and free from all taxes, liens, charges
and security interests with respect to the issue thereof.

<Page>

          SECTION 5. REGISTERED HOLDER. The person in whose name this Warrant
Certificate is registered shall be deemed the owner hereof and of the Warrants
evidenced hereby for all purposes.

          SECTION 6. TRANSFER OF WARRANTS. Any transfer of the rights
represented by this Warrant Certificate shall be effected by the surrender of
this Warrant Certificate, along with the form of assignment attached hereto,
properly completed and executed by the registered Holder hereof, at the
principal executive office of the Company in the United States of America.
Thereupon, the Company shall issue in the name or names specified by the
registered Holder hereof and, in the event of a partial transfer, in the name of
the registered Holder hereof, a new Warrant Certificate or Certificates
evidencing the right to purchase such number of shares of Common Stock as shall
be equal to the number of shares of Common Stock then purchasable hereunder.

          SECTION 7. RESTRICTIVE LEGEND. Each certificate representing the
Common Stock issued upon exercise of this Warrant shall be stamped or otherwise
imprinted with a legend in the following form (in addition to any legend
required under applicable state securities laws):

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
          NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
          REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES
          LAWS OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
          SUCH ACT OR SUCH LAWS AND NEITHER THE UNITED STATES SECURITIES AND
          EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORY
          AUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THESE SECURITIES.

          THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A STOCK TRADING
          AGREEMENT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF
          WHICH IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE
          COMPANY.

Said legends shall be removed by the Company, upon the request of the Holder
hereof, at such time as the restrictions on the transfer of the applicable
security under applicable securities laws and the obligations imposed on the
Holder hereof under the Stock Trading Agreement shall have terminated.

          SECTION 8. DENOMINATIONS. The Company will, at its expense, promptly
upon surrender of this Warrant Certificate at the principal executive office of
the Company in the United States of America, execute and deliver to the
registered Holder hereof a new Warrant

<Page>

Certificate or Certificates in denominations specified by such Holder for an
aggregate number of Warrants equal to the number of Warrants evidenced by this
Warrant Certificate.

          SECTION 9. REPLACEMENT OF WARRANTS. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant Certificate and, in the case of loss, theft or destruction, upon
delivery of an indemnity reasonably satisfactory to the Company (in the case of
an insurance company or other institutional investor, its own unsecured
indemnity agreement shall be deemed to be reasonably satisfactory), or, in the
case of mutilation, upon surrender and cancellation thereof, the Company will
issue a new Warrant Certificate of like tenor for a number of Warrants equal to
the number of Warrants evidenced by this Warrant Certificate.

          SECTION 10. GOVERNING LAW. Except as to matters governed by the
General Corporation Law of the State of Delaware and decisions thereunder of the
Delaware courts applicable to Delaware corporations, which shall be governed by
such laws and decisions, this Warrant Certificate shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by,
the laws of the State of Illinois applicable to agreements made and to be
performed entirely within such State.

          SECTION 11. RIGHTS INURE TO REGISTERED HOLDER. The Warrants evidenced
by this Warrant Certificate will inure to the benefit of and be binding upon the
registered Holder hereof and the Company and their respective successors and
permitted assigns. Nothing in this Warrant Certificate shall be construed to
give to any Person other than the Company and the registered Holder and their
respective successors and permitted assigns any legal or equitable right, remedy
or claim under this Warrant Certificate, and this Warrant Certificate shall be
for the sole and exclusive benefit of the Company and such registered Holder.
Nothing in this Warrant Certificate shall be construed to give the registered
Holder hereof any rights as a holder of shares of Common Stock until such time,
if any, as the Warrants evidenced by this Warrant Certificate are exercised in
accordance with the provisions hereof.

          SECTION 12. NOTICE. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be given
by registered or certified first-class mail, return receipt requested,
nationally recognized overnight delivery service or personal delivery, (a) if to
the Holder, at the Holder's last known address appearing on the books of the
Company; and (b) if to the Company, at its principal executive office in the
United States located at the address designated for notices in the Kiphart
Securities Purchase Agreement, or such other address as shall have been
furnished to the party given or making such notice, demand or other
communication. All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; when delivered if
delivered by a nationally recognized overnight delivery service; and five (5)
Business Days after being deposited in the mail, as aforesaid, postage prepaid,
if mailed.

          SECTION 13. DEFINITIONS. For the purposes of this Warrant Certificate,
the following terms shall have the meanings indicated below:

<Page>

          "BUSINESS DAY" means any day other than a Saturday, Sunday or other
day on which commercial banks in the City of Chicago are authorized or required
by law or executive order to close.

          "CASHLESS EXERCISE" shall have the meaning set forth in SECTION 1
hereof.

          "COMPANY" shall have the meaning set forth in the preamble hereof.

          "COMMON STOCK" shall have the meaning set forth in the preamble
hereof.

          "EXERCISE PRICE" shall have the meaning set forth in the preamble
hereof.

          "HOLDER" shall have the meaning set forth in the preamble.

          "ISSUE DATE" shall mean April 23, 2003.

          "KIPHART SECURITIES PURCHASE AGREEMENT" means that certain Securities
Purchase Agreement, dated April 23, 2003, by the Company and Richard Kiphart, as
the same may be amended, modified or otherwise supplemented from time to time in
accordance with its terms.

          "MARKET PRICE" means the last reported sale price of the applicable
security as reported by The American Stock Exchange or the National Association
of Securities Dealers, Inc. Automatic Quotations System or, if the applicable
security is listed or admitted for trading on another securities exchange, the
last reported sales price of the applicable security on the principal exchange
on which the applicable security is listed or admitted for trading (which shall
be for consolidated trading if applicable to such exchange), or if neither so
reported or listed or admitted for trading, the last reported bid price of the
applicable security in the over-the-counter market. In the event that the Market
Price cannot be determined as aforesaid, the Board of Directors of the Company
shall determine the Market Price on the basis of such quotations as it in good
faith considers appropriate, in consultation with a nationally recognized
investment bank. The Market Price shall be such price averaged over a period of
ten (10) consecutive Business Days ending two (2) days prior to the day as of
which "Market Price" is being determined.

          "NUMBER ISSUABLE" shall have the meaning set forth in the preamble.

          "OUTSTANDING OPTIONS AND WARRANTS" means, collectively, (i) that
certain Warrant Certificate to Purchase Shares of Common Stock dated December
16, 2002 and denominated Warrant No. 30 issued by the Company to Munder Power
Plus Funds, a series of The Munder Funds, Inc., and (ii) options for up to
750,000 shares of Common Stock granted by the Company to John Mitola, its Chief
Executive Officer, on and subject to the terms of the Employment Agreement dated
as of January 10, 2003 between the Company and Mr. Mitola.

          "PERSON" means any individual, corporation, limited liability company,
partnership, trust, incorporated or unincorporated association, joint venture,
joint stock company, government (or an agency or political subdivision thereof)
or other entity of any kind.

          "TRANSACTION" shall have the meaning set forth in SECTION 2(c) hereof.

<Page>

          "TRANSFER AGENT" shall have the meaning set forth in SECTION 4 hereof.

          "WARRANTS" shall have the meaning set forth in the preamble hereof.

          "WARRANT EXERCISE DOCUMENTATION" shall have the meaning set forth in
SECTION 1 hereof.

          "WARRANT EXPIRATION DATE" means April 23, 2008.

                            [SIGNATURE PAGE FOLLOWS]

<Page>

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed as of the Issue Date.


                                           COMPANY

                                           ELECTRIC CITY CORP.,
                                           a Delaware corporation


                                           By:      /s/ John Mitola
                                              --------------------------------
                                           Name:    John Mitola
                                                  ----------------------------
                                           Title:  Chief Executive Officer
                                                 -----------------------------

ATTEST:


  /s/ Jeffrey Mistarz
------------------------

<Page>

                             Form of Assignment Form

                  [To be executed upon assignment of Warrants]

     The undersigned hereby assigns and transfers unto ______________________,
whose Social Security Number or Tax ID Number is ____________________ and whose
record address is ___________________________________ the rights represented by
the attached Warrant Certificate with respect to ___ Warrants to which the
attached Warrant Certificate relates, and irrevocably appoints _______________
as agent to transfer this security on the books of the Company. Such agent may
substitute another to act for such agent.

                              Signature:


                              --------------------------------------------------
                              (Signature must conform in all respects to name of
                              holder as specified on the face of the Warrant
                              Certificate)

                              Signature Guarantee:


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

Date:
     -------------------

<Page>

               (SUBSCRIPTION FORM TO BE EXECUTED UPON EXERCISE OF
                          SOME OR ALL OF THE WARRANTS)

          The undersigned, registered Holder, successor or assignee of such
registered Holder of the within Warrant Certificate, hereby:

          (a) subscribes for ___ shares of Common Stock which the undersigned is
entitled to purchase under the terms of the within Warrant Certificate, (b)
makes the full cash payment therefor called for by the within Warrant
Certificate or elects a Cashless Exercise or In-Kind Exercise as provided
therein, and (c) directs that the Common Stock issuable upon exercise of said
Warrants be issued as described hereunder.


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


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


                                   ---------------------------------------------
                                   SIGNATURE

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