Exhibit 4.6

                         FORM OF STOCK PURCHASE WARRANT

THE  WARRANT  REPRESENTED  BY THIS  CERTIFICATE  AND THE  SHARES  ISSUABLE  UPON
EXERCISE  HEREOF HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"),  OR ANY STATE  SECURITIES  LAWS AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED,  SOLD,  PLEDGED,  ASSIGNED OR OTHERWISE
TRANSFERRED  UNLESS  (1)  A  REGISTRATION  STATEMENT  WITH  RESPECT  THERETO  IS
EFFECTIVE  UNDER THE ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH  SECURITIES,  WHICH
COUNSEL  AND OPINION  ARE  REASONABLY  SATISFACTORY  TO THE  COMPANY,  THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED,  ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED  WITHOUT  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE ACT OR
APPLICABLE STATE SECURITIES LAWS.

                         THE TRANSFER OF THIS WARRANT IS
                         RESTRICTED AS DESCRIBED HEREIN.

                          OVATION PRODUCTS CORPORATION

               Warrant for the Purchase of Shares of Common Stock,
                            $.01 par value per share

  THIS WARRANT EXPIRES ON ____________ [five (5) years from final closing date]

_________ SHARES

THIS  CERTIFIES  that,  for value  received,  ______________  with an address at
___________________________  (in its individual capacity,  "[ ]," and, including
any  transferee,  the "Holder"),  is entitled to subscribe for and purchase from
Ovation Products Corporation,  a Delaware corporation (the "Company"),  upon the
terms and conditions  set forth herein,  at any time or from time to time before
5:00 P.M. on [ ],  Boston  time (the  "Exercise  Period"),  _____  shares of the
Company's Common Stock,  $.01 par value per share ("Common  Stock"),  at a price
equal to $5.00 per share,  subject to the adjustments as set forth herein and in
the  registration  rights  agreement  between  the  Company  and the Holder (the
"Exercise Price").

This Warrant is issued to Holder as  compensation  for acting as a consultant to
the   Company   in   connection   with   a   financing   by   the   Company   of
____________________ (the "_____"), pursuant to a Confidential Private Placement
Memorandum,  dated [ ], 200_,  together with all Exhibits and Appendices thereto
as it may be amended or supplemented (the "Memorandum"). As used herein the term
"this  Warrant"  shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part.

THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (THE
"WARRANT  SHARES") AND THE EXERCISE  PRICE MAY BE ADJUSTED  FROM TIME TO TIME AS
HEREINAFTER SET FORTH.

1. (a) This Warrant may be exercised during the Exercise Period, as to the whole
or any lesser number of whole Warrant  Shares,  by the surrender of this Warrant
(with the election at the end hereof duly executed) to the Company at its office
at Ovation Products Corporation,  395 East Dunstable Road, Nashua, New Hampshire
03062 or at such other place as is designated in writing by the Company. Subject
to Section 1(b) hereof, such executed election must be accompanied by payment in
an amount equal to the Exercise Price multiplied by the number of Warrant Shares
for which this Warrant is being

<PAGE>

exercised. Such payment may be made by certified or bank cashier's check payable
to the order of the Company, or as otherwise provided in Section 1(b) hereof.

      (b) In lieu of exercising  this Warrant via cash  payment,  the Holder may
elect to  receive  shares  equal to the value of this  Warrant  (or the  portion
thereof being canceled) by surrender of this Warrant at the principal  office of
the  Company  together  with  notice of  election  to exercise by means of a net
issuance exercise, in which event the Company shall issue to the Holder a number
of shares of Common Stock of the Company computed using the following formula:

                                X = Y (A - B)
                                    ---------
                                        A

Where       X =   the  number  of  shares  of  Common  Stock to be issued to the
                  Holder.
            Y =   the number of shares of Common  Stock  purchasable  under this
                  Warrant  or,  if  only a  portion  of  the  Warrant  is  being
                  exercised,  the portion of the Warrant being cancelled (at the
                  date of such calculation).
            A =   the Fair  Market  Value  (as  defined  below)  of one share of
                  Common Stock (at the date of such calculation).
            B =   the   Exercise   Price  (as  adjusted  to  the  date  of  such
                  calculation).

            "Fair  Market  Value"  shall  mean  (i) if  traded  on a  securities
exchange or though the Nasdaq  National  Market or NASDAQ Small Cap, the average
of the closing prices of the  securities on such  quotation  system over the ten
(10) day period  ending  three (3) days prior to the  exercise of such  Warrant;
(ii) if  actively  traded  over-the-counter,  the average of the closing bid for
sale prices  (whichever is applicable) over the ten (10) day period ending three
(3) days prior to the exercise of such Warrant;  and (iii) if there is no active
public market,  the value shall be the fair market value thereof,  as determined
in good faith by the Board of Directors of the Company.

            If the above  calculation  results  in a  negative  number,  then no
shares of Common  Stock  shall be issued or  issuable  upon  conversion  of this
Warrant.

2. Upon each exercise of the Holder's  rights to purchase  Warrant  Shares,  the
Holder shall be deemed to be the holder of record of the Warrant Shares issuable
upon such exercise, notwithstanding that the transfer books of the Company shall
then be closed or certificates  representing  such Warrant Shares shall not then
have been actually  delivered to the Holder.  As soon as practicable  after each
such exercise of this Warrant, the Company shall issue and deliver to the Holder
a  certificate  or  certificates  for the  Warrant  Shares  issuable  upon  such
exercise,  registered in the name of the Holder or its designee. If this Warrant
should be  exercised in part only,  the Company  shall,  upon  surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to  purchase  the  balance  of the  Warrant  Shares  (or  portions
thereof) subject to purchase hereunder.

3. (a) Any Warrants issued upon the transfer or exercise in part of this Warrant
shall be  numbered  and shall be  registered  in a Warrant  Register as they are
issued.  The Company  shall be entitled  to treat the  registered  holder of any
Warrant on the Warrant  Register as the owner in fact  thereof for all  purposes
and shall not be bound to recognize  any equitable or other claim to or interest
in such Warrant on the part of any other person, and shall not be liable for any
registration or transfer of Warrants which are registered or to be registered in
the name of a  fiduciary  or the  nominee of a  fiduciary  unless  made with the
actual  knowledge that a fiduciary or nominee is committing a breach of trust in
requesting such  registration  or transfer,  or with the knowledge of such facts
that its  participation  therein  amounts to bad faith.  This  Warrant  shall be
transferable  only on the  books  of the  Company  upon  delivery  thereof  duly
endorsed by the Holder or by his duly authorized attorney or representative,  or
accompanied  by proper  evidence of  succession,  assignment,  or  authority  to
transfer. In all cases of transfer by an attorney,

                                       2
<PAGE>

executor,   administrator,   guardian,  or  other  legal  representative,   duly
authenticated  evidence  of his or its  authority  shall be  produced.  Upon any
registration of transfer, the Company shall deliver a new Warrant or Warrants to
the person entitled thereto. This Warrant may be exchanged, at the option of the
Holder   thereof,   for  another   Warrant,   or  other  Warrants  of  different
denominations,  of like tenor and  representing  in the  aggregate  the right to
purchase a like number of Warrant Shares (or portions  thereof),  upon surrender
to the Company or its duly authorized agent.  Notwithstanding the foregoing, the
Company  shall have no  obligation to cause  Warrants to be  transferred  on its
books to any person if, in the opinion of counsel to the Company,  such transfer
does not comply with the  provisions of the  Securities  Act of 1933, as amended
(the "Act"), and the rules and regulations thereunder.

      (b) The Holder  acknowledges  that it has been advised by the Company that
neither this Warrant nor the Warrant Shares have been registered  under the Act,
that this  Warrant  is being or has been  issued and the  Warrant  Shares may be
issued on the basis of the statutory  exemption  provided by Section 4(2) of the
Act or Regulation D promulgated thereunder, or both, relating to transactions by
an issuer not involving any public offering. The Holder acknowledges that it has
been informed by the Company of, or is otherwise  familiar  with,  the nature of
the limitations  imposed by the Act and the rules and regulations  thereunder on
the  transfer of  securities.  In  particular,  the Holder  agrees that no sale,
assignment  or transfer  of this  Warrant or the Warrant  Shares  issuable  upon
exercise  hereof  shall be valid or  effective,  and the  Company  shall  not be
required to give any effect to any such sale, assignment or transfer, unless (i)
the sale,  assignment  or transfer  of this  Warrant or such  Warrant  Shares is
registered under the Act, it being understood that neither this Warrant nor such
Warrant  Shares are  currently  registered  for sale and that the Company has no
obligation  or  intention to so register  this  Warrant or such  Warrant  Shares
except as  specifically  provided herein or in a registration  rights  agreement
between the  Company,  the Holder and the other  parties  thereto,  or (ii) this
Warrant or such Warrant  Shares are sold,  assigned or transferred in accordance
with all the  requirements  and  limitations of Rule 144 under the Act, it being
understood  that Rule 144 is not available at the time of the original  issuance
of this  Warrant for the sale of this  Warrant or such  Warrant  Shares and that
there  can be no  assurance  that  Rule  144  sales  will  be  available  at any
subsequent time, or (iii) such sale, assignment, or transfer is otherwise exempt
from registration under the Act.

      (c) Following any assignment or other  transfer  resulting in the issuance
of warrants to purchase  Warrant Shares  purchasable  hereunder to more than one
person or  entity,  all  elections  that may be made by the  Holders  under such
warrants  shall be made by  written  notice of  Holders  representing  rights to
purchase a majority  of the  Warrant  Shares  for which such  warrants  are then
exercisable.

4. The  Company  shall  at all  times  reserve  and  keep  available  out of its
authorized  and unissued  Common Stock,  solely for the purpose of providing for
the exercise of the rights to purchase all Warrant  Shares  granted  pursuant to
this Warrant, such number of shares of Common Stock as shall, from time to time,
be sufficient  therefor.  The Company  covenants that all shares of Common Stock
are validly authorized and, if and when this Warrant is exercised in whole or in
part or any lesser  extent in accordance  with the terms  hereof,  the shares of
Common Stock issued upon such exercise,  upon receipt by the Company of the full
Exercise Price  therefor,  shall be validly issued,  fully paid,  nonassessable,
without any personal liability attaching to the ownership thereof,  and will not
be issued in violation of any preemptive or other rights of stockholders.

5. The Exercise Price is subject to adjustment from time to time as follows:

      (a) If the  number of shares of Common  Stock  outstanding  is at any time
increased  by a stock  dividend  payable  in  shares  of  Common  Stock  or by a
subdivision  or split-up of shares of Common Stock,  then,  upon the record date
fixed for the  determination of holders of Common Stock entitled to


                                       3
<PAGE>

receive such stock dividend,  subdivision or split-up,  the Exercise Price shall
be appropriately  decreased and the number of shares of Common Stock issuable on
exercise of this Warrant increased in proportion to such increase in outstanding
shares of Common Stock.

      (b) If the  number of shares of Common  Stock  outstanding  is at any time
decreased by a combination of the outstanding shares of Common Stock, then, upon
the record date for such  combination,  the Exercise Price will be appropriately
increased and the number of shares of Common Stock  issuable on exercise of this
Warrant decreased in proportion to such decrease in outstanding shares of Common
Stock.

      (c) If the  Company  at any time or from  time to time  makes,  or fixes a
record  date for the  determination  of  holders  of Common  Stock  entitled  to
receive, a dividend or other  distribution  payable in securities of the Company
other than shares of Common Stock, in each such event provision shall be made so
that the Holder  receives  upon  exercise  of this  Warrant,  in addition to the
number of  shares of Common  Stock  receivable  thereupon,  the  amount of other
securities  of the Company  which they would have received had this Warrant been
exercised on the date of such event and had they  thereafter,  during the period
from the date of such event to and  including the exercise  date,  retained such
securities  receivable by them as aforesaid  during such period,  subject to all
other  adjustments  called  for during  such  period  under this  Section 5 with
respect to the rights of the Holder or with respect to such other  securities by
their terms.

      (d) If at any time or from time to time the Common  Stock is changed  into
the same or a  different  number of shares  of any  class or  classes  of stock,
whether  by  recapitalization,  reclassification  or  otherwise  (other  than  a
subdivision  or  combination  of shares or stock  dividend or a  reorganization,
merger or  consolidation  provided for in this Section 5), in any such event the
Holder shall have the right thereafter to exercise this Warrant for the kind and
amount of stock and other  securities or property  receivable in connection with
such  recapitalization,  reclassification  or other  change with  respect to the
maximum  number of shares of Common Stock for which this Warrant could have been
exercised  immediately  prior  to  such  recapitalization,  reclassification  or
change, all subject to further adjustments as provided herein or with respect to
such other securities or property by the terms thereof.

      (e) Upon the occurrence of each adjustment or readjustment of the Exercise
Price  pursuant to this Section 5, the Company,  at its expense,  promptly shall
compute such  adjustment or readjustment in accordance with the terms hereof and
prepare  and furnish to the Holder a  certificate  executed by an officer of the
Company setting forth such adjustment or readjustment  and showing in detail the
facts upon which such adjustment or  readjustment  is based.  The Company shall,
upon the  written  request  at any time of the  Holder,  furnish  or cause to be
furnished to the Holder a like  certificate  setting forth (i) such  adjustments
and readjustments,  (ii) the Exercise Price at the time in effect, and (iii) the
number of shares of Common Stock and the amount, if any, of other property which
at the time would be received upon exercise of this Warrant.

      (f) In case at any time the Company shall propose to:

            (i) pay any  dividend or make any  distribution  on shares of Common
      Stock in shares of Common Stock or make any other distribution (other than
      regularly  scheduled cash dividends  which are not in a greater amount per
      share than the most  recent such cash  dividend)  to all holders of Common
      Stock; or

            (ii) issue any rights,  warrants, or other securities to all holders
      of Common Stock entitling them to purchase any additional shares of Common
      Stock or any other rights, warrants, or other securities; or


                                       4
<PAGE>

            (iii) effect any reclassification or change of outstanding shares of
      Common Stock, or any consolidation,  merger, sale, lease, or conveyance of
      property, described in Section 6 hereof; or

            (iv)  effect any  liquidation,  dissolution,  or  winding-up  of the
      Company; or

            (v) take any other  action  which would cause an  adjustment  to the
      Exercise Price;

      then, and in any one or more of such cases, the Company shall give written
notice  thereof,  by  certified  mail,  postage  prepaid,  to the  Holder at the
Holder's address as it shall appear in the Warrant Register,  mailed at least 15
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be  entitled  to  receive  any  such  dividend,  distribution,  rights,
warrants,  or other securities are to be determined,  (ii) the date on which any
such   reclassification,   change  of   outstanding   shares  of  Common  Stock,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution,  or winding-up is expected to become effective,  and the date as of
which it is expected  that  holders of record of shares of Common Stock shall be
entitled to exchange  their shares for  securities  or other  property,  if any,
deliverable   upon  such   reclassification,   change  of  outstanding   shares,
consolidation,   merger,  sale,  lease,  conveyance  of  property,  liquidation,
dissolution,  or winding-up,  or (iii) the date of such other action which would
require an adjustment to the Exercise Price.

6. (a) In case of any  consolidation  with or merger of the Company with or into
another  corporation  (other than a merger or consolidation in which the Company
is the surviving or continuing  corporation),  or in case of any sale, lease, or
conveyance  to another  corporation  of the property and assets of any nature of
the Company as an entirety or  substantially  as an  entirety,  such  successor,
leasing, or purchasing  corporation,  as the case may be, shall (i) execute with
the  Holder  an  agreement  providing  that the  Holder  shall  have  the  right
thereafter to receive upon  exercise of this Warrant  solely the kind and amount
of shares of stock and other  securities,  property,  cash,  or any  combination
thereof receivable upon such consolidation,  merger,  sale, lease, or conveyance
by a holder of the number of shares of Common Stock for which this Warrant might
have been  exercised  immediately  prior to such  consolidation,  merger,  sale,
lease,  or  conveyance,  and (ii) make  effective  provisions in its articles of
incorporation  or  otherwise,  if  necessary,  to effect  such  agreement.  Such
agreement shall provide for adjustments  which shall be as nearly  equivalent as
practicable to the adjustments in Section 5.

      (b) In case of any  reclassification  or  change  of the  shares of Common
Stock  issuable upon exercise of this Warrant  (other than a change in par value
or from no par value to a specified  par value,  or as a result of a subdivision
or combination,  but including any change in the shares into two or more classes
or series  of  shares),  or in case of any  consolidation  or merger of  another
corporation into the Company in which the Company is the continuing  corporation
and in which there is a  reclassification  or change  (including a change to the
right to receive  cash or other  property)  of the shares of Common Stock (other
than a change in par value, or from no par value to a specified par value, or as
a result of a subdivision or combination, but including any change in the shares
into two or more  classes or series of shares),  the Holder shall have the right
thereafter to receive upon  exercise of this Warrant  solely the kind and amount
of shares of stock and other  securities,  property,  cash,  or any  combination
thereof receivable upon such reclassification,  change, consolidation, or merger
by a holder of the number of shares of Common Stock for which this Warrant might
have  been  exercised  immediately  prior  to  such  reclassification,   change,
consolidation,  or merger.  Thereafter,  appropriate provision shall be made for
adjustments   which  shall  be  as  nearly  equivalent  as  practicable  to  the
adjustments in Section 5.

      (c) The  above  provisions  of this  Section  6 shall  similarly  apply to
successive  reclassifications  and  changes  of shares  of  Common  Stock and to
successive consolidations, mergers, sales, leases, or conveyances.


                                       5
<PAGE>

7. The  issuance  of any shares or other  securities  upon the  exercise of this
Warrant, and the delivery of certificates or other instruments representing such
shares or other  securities,  shall be made without charge to the Holder for any
tax or other charge in respect of such issuance. The Company shall not, however,
be  required  to pay any tax which may be payable  in  respect  of any  transfer
involved in the issue and delivery of any  certificate in a name other than that
of the Holder and the Company shall not be required to issue or deliver any such
certificate  unless and until the person or persons requesting the issue thereof
shall have paid to the Company the amount of such tax or shall have  established
to the satisfaction of the Company that such tax has been paid.

8. Unless  registered,  the Warrant  Shares issued upon exercise of this Warrant
shall be subject to a stop transfer order and the  certificate  or  certificates
evidencing such Warrant Shares shall bear the following legend:

                        "THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT
                  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                  (THE  "ACT"),  OR ANY STATE  SECURITIES  LAWS AND NEITHER SUCH
                  SECURITIES  NOR ANY  INTEREST  THEREIN MAY BE  OFFERED,  SOLD,
                  PLEDGED,  ASSIGNED  OR  OTHERWISE  TRANSFERRED  UNLESS  (1)  A
                  REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
                  THE ACT AND ANY APPLICABLE  STATE  SECURITIES LAWS, OR (2) THE
                  COMPANY  RECEIVES  AN OPINION OF COUNSEL TO THE HOLDER OF SUCH
                  SECURITIES,   WHICH   COUNSEL  AND   OPINION  ARE   REASONABLY
                  SATISFACTORY  TO THE  COMPANY,  THAT  SUCH  SECURITIES  MAY BE
                  OFFERED, SOLD, PLEDGED,  ASSIGNED OR TRANSFERRED IN THE MANNER
                  CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
                  THE ACT OR APPLICABLE STATE SECURITIES LAWS."

10. Upon  receipt of evidence  satisfactory  to the Company of the loss,  theft,
destruction, or mutilation of this Warrant (and upon surrender of any Warrant if
mutilated),  including  an  affidavit  of the Holder that this  Warrant has been
lost,  stolen,  destroyed or mutilated,  together with an indemnity  against any
claim that may be made  against  the  Company  on account of such lost,  stolen,
destroyed  or  mutilated  Warrant,  and  upon  reimbursement  of  the  Company's
reasonable  incidental  expenses,  the Company  shall execute and deliver to the
Holder a new Warrant of like date, tenor, and denomination.

11. The Holder of this Warrant  shall not have solely on account of such status,
any rights of a stockholder  of the Company,  either at law or in equity,  or to
any  notice of  meetings  of  stockholders  or of any other  proceedings  of the
Company, except as provided in this Warrant.

12.  This  Warrant  shall  be  construed  in  accordance  with  the  laws of the
Commonwealth of Massachusetts  applicable to contracts made and performed within
such Commonwealth, without regard to principles governing conflicts of law.

13. The Company  irrevocably  consents to the  jurisdiction of the courts of the
Commonwealth  of  Massachusetts  and  of  any  federal  court  located  in  such
Commonwealth  in  connection  with any action or  proceeding  arising  out of or
relating to this Warrant,  any document or instrument  delivered pursuant to, in
connection with or simultaneously with this Warrant, or a breach of this Warrant
or any such  document  or  instrument.  In any such  action or  proceeding,  the
Company waives personal  service of any summons,  complaint or other process and
agrees that service  thereof may be made in  accordance  with Section 14 hereof.
Within 30 days after such service,  or such other time as may be mutually agreed
upon in writing by the attorneys  for the parties to such action or  proceeding,
the Company shall appear to answer such summons, complaint or other process.


                                       6
<PAGE>

14.  Any  notice  or  other  communication  required  or  permitted  to be given
hereunder  shall be in writing  and shall be mailed by  certified  mail,  return
receipt  requested,  or by Federal  Express,  Express Mail or similar  overnight
delivery or courier  service or delivered  (in person or by  telecopy,  telex or
similar telecommunications equipment) against receipt to the party to whom it is
to be  given,  (i) if to  the  Company,  at  its  address  at  Ovation  Products
Corporation,  Attention:  President,  (ii) if to the Holder,  at its address set
forth on the first page hereof,  or (iii) in either case,  to such other address
as the party shall have  furnished in writing in accordance  with the provisions
of this  Section 14.  Notice to the estate of any party shall be  sufficient  if
addressed  to the party as  provided  in this  Section  14.  Any notice or other
communication  given by  certified  mail  shall be  deemed  given at the time of
certification  thereof,  except for a notice  changing a party's  address  which
shall be deemed given at the time of receipt thereof.  Any notice given by other
means  permitted by this Section 14 shall be deemed given at the time of receipt
thereof.

15. No course of dealing  and no delay or  omission on the part of the Holder in
exercising  any right or remedy shall  operate as a waiver  thereof or otherwise
prejudice the Holder's  rights,  powers or remedies.  No right,  power or remedy
conferred by this Warrant upon the Holder shall be exclusive of any other right,
power or remedy  referred  to herein or now or  hereafter  available  at law, in
equity,  by statute or otherwise,  and all such remedies may be exercised singly
or concurrently.

16. This  Warrant may be amended  only by a written  instrument  executed by the
Company  and the  Holder  hereof.  Any  amendment  shall be  endorsed  upon this
Warrant, and all future Holders shall be bound thereby.

Dated: _________, 200_

                                        OVATION PRODUCTS CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:  William Lockwood
                                        Title: President


                                       7
<PAGE>

                               FORM OF ASSIGNMENT

(To be executed by the registered  holder if such holder desires to transfer the
attached Warrant.)

FOR VALUE RECEIVED,  _____________________  hereby sells, assigns, and transfers
unto  _________________ a Warrant to purchase __________ shares of Common Stock,
$.__ par value per share,  of Ovation  Products  Corporation,  (the  "Company"),
together  with  all  right,  title,  and  interest  therein,   and  does  hereby
irrevocably constitute and appoint ___________________ attorney to transfer such
Warrant on the books of the Company, with full power of substitution.

Dated: _________________

                                        Signature: _____________________________

                                        Address: _______________________________

                                        ________________________________________

                                        _________________ Signature Guarantee

NOTICE

The signature on the foregoing Assignment must correspond to the name as written
upon the  face of this  Warrant  in  every  particular,  without  alteration  or
enlargement or any change whatsoever.


                                       8
<PAGE>

To: Ovation Products Corporation
    395 East Dunstable Road
    Nashua, New Hampshire 03062

                              ELECTION TO EXERCISE

The undersigned  hereby  exercises his or its rights to purchase _______ Warrant
Shares  covered by the within  Warrant,  and  tenders  payment  herewith  in the
aggregate  amount of  $________,  including  (i)  $_______ by  certified or bank
cashier's  check,  and/or (ii)  cancellation of Warrants to purchase ___ Warrant
Shares in accordance with the terms thereof,  and requests that certificates for
such securities be issued in the name of, and delivered to:

 ________________________________________________________________

 ________________________________________________________________

 ________________________________________________________________
             (Print Name, Address and Social Security
                   or Tax Identification Number)

and,  if such  number of  Warrant  Shares  shall not be all the  Warrant  Shares
covered by the within Warrant and the remaining portion of the within Warrant be
not  cancelled  in payment of the  Exercise  Price,  that a new  Warrant for the
balance of the Warrant Shares covered by the within Warrant be registered in the
name of, and delivered to, the undersigned at the address stated below.

________________________________________________________________

 ________________________________________________________________

 ________________________________________________________________
             (Print Name, Address and Social Security
                   or Tax Identification Number)


                                       9
<PAGE>

Dated: _________________

                                                Name: __________________________
                                                      (Print)

ADDRESS: ________________________________________________________


                                                ________________________________
                                                (Signature)

                                                ________________________________
                                                (Signature Guarantee)

                                                ________________________________
                                                (Signature Guarantee)


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