Exhibit 4.5

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR SUCH SHARES MAY BE SOLD,  ENCUMBERED  OR OTHERWISE  TRANSFERRED
EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACT OR AN
EXEMPTION  FROM SUCH  REGISTRATION  REQUIREMENT,  AND, IF AN EXEMPTION  SHALL BE
APPLICABLE,  THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Void after 5:00 p.m. Eastern Standard Time, on June 30, 2014.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                          OVATION PRODUCTS CORPORATION

WARRANT NO. 54-2                                                 170,964  SHARES

      FOR VALUE  RECEIVED,  Ovation  Products  Corporation  (the  "Company"),  a
Delaware  corporation,  hereby  certifies  that WMS Family I, LLC with principal
offices at 285 Commandants Way, Chelsea, Massachusetts 02150, or his assigns, is
entitled to purchase from the Company, at any time or from time to time, a total
of one hundred seventy thousand nine hundred sixty-four (170,964) fully paid and
nonassessable  shares of the Common  Stock,  $1.00 par value per  share,  of the
Company for an aggregate  purchase  price of $854,820  (computed on the basis of
$5.00 per share).  Hereinafter,  (i) said Common Stock,  together with any other
equity  securities which may be issued by the Company with respect thereto or in
substitution  therefor, is referred to as the "Common Stock"; (ii) the shares of
the Common Stock purchasable  hereunder are referred to as the "Warrant Shares";
(iii) the aggregate  purchase price payable  hereunder for the Warrant Shares is
referred to as the "Aggregate  Warrant Price";  (iv) the price payable hereunder
for each of the Warrant Shares is referred to as the "Per Share Warrant  Price";
(v) this Warrant,  and all warrants hereafter issued in exchange or substitution
for this Warrant are referred to as the  "Warrant";  and (vi) the holder of this
Warrant is referred to as the  "Holder".  The Per Share Warrant Price is subject
to adjustment as hereinafter provided. In the event of any such adjustment,  the
number of Warrant  Shares  shall be adjusted by dividing the  Aggregate  Warrant
Price  by  the  Per  Share  Warrant  Price  in  effect  immediately  after  such
adjustment.

      1.  EXERCISE OF WARRANT.  This Warrant may be  exercised,  in whole at any
time or in part from time to time,  commencing on the date hereof,  and prior to
5:00 P.M.,  Eastern  Standard  Time,  on June 30,  2014,  the  Holder  (with the
subscription  form at the end hereof duly  executed) at the address set forth in
Subsection  9(a) hereof,  together with proper payment of the Aggregate  Warrant
Price, or the  proportionate  part thereof if this Warrant is exercised in part.
Payment for Warrant Shares shall be made, at the election of the Holder,  (i) by
set-offs  against amounts due to the Holder under any promissory notes issued by
the Company (in which event such  note(s)  shall be  delivered to the Company at
the time of exercise),  or (ii)  certified or official bank check payable to the
order of the


                                      -1-
<PAGE>

Company.  If this Warrant is  exercised in part,  this Warrant must be exercised
for a minimum of 25 shares of the Common  Stock,  and the Holder is  entitled to
receive a new Warrant  covering the number of Warrant Shares in respect of which
this Warrant has not been exercised and setting forth the proportionate  part of
the  Aggregate  Warrant  Price  applicable  to such  Warrant  Shares.  Upon such
surrender  of  this  Warrant,  the  Company  will  (a)  issue a  certificate  or
certificates in the name of the Holder for the largest number of whole shares of
the Common Stock to which the Holder  shall be entitled  and, if this Warrant is
exercised in whole, in lieu of any fractional share of the Common Stock to which
the Holder  shall be entitled,  cash equal to the fair value of such  fractional
share  (determined  in such  reasonable  manner as the Board of Directors of the
Company shall  determine);  (b) deliver the  proportionate  part thereof if this
Warrant is exercised in part,  pursuant to the provisions of the Warrant and (c)
deliver a replacement  promissory note  representing the unsatisfied  portion of
any promissory note delivered in payment for the Warrant Shares.

      2.  RESERVATION  WARRANT  SHARES.  The Company  agrees that,  prior to the
expiration of this Warrant, the Company will at all times have authorized and in
reserve,  and will keep  available,  solely for  issuance or  delivery  upon the
exercise of this  Warrant,  the shares of the Common  Stock as from time to time
shall be receivable upon the exercise of this Warrant.

      3. ANTI-DILUTION PROVISIONS.

      (a)   If, at any time or from time to time after the date of this Warrant,
            the Company  shall  distribute  to its  holders of Common  Stock (i)
            securities, other than shares of the Common Stock, or (ii) property,
            other than  cash,  without  payment  therefor,  with  respect to the
            Common  Stock,  then,  and in each such case,  the Holder,  upon the
            exercise  of  this  Warrant,   shall  be  entitled  to  receive  the
            securities and properties which the Holder would hold on the date of
            such exercise if, on the date of this  Warrant,  the Holder had been
            the  holder of record of the  number of shares of the  Common  Stock
            subscribed  for upon such exercise  and,  during the period from the
            date of this Warrant to and including the date of such exercise, had
            retained such shares and the securities and properties receivable by
            the Holder  during  such  period.  Notice of each such  distribution
            shall be forthwith mailed to the Holder.

      (b)   In case the  Company  shall  hereafter  (i) pay a dividend or make a
            distribution  on its capital stock in shares of Common  Stock,  (ii)
            subdivide  its  outstanding  shares of Common  Stock  into a greater
            number of shares,  (iii)  combine its  outstanding  shares of Common
            Stock  into  a  smaller   number  of   shares,   or  (iv)  issue  by
            reclassification  of its Common Stock any shares of capital stock of
            the Company, the Per Share Warrant Price in effect immediately prior
            to such action  shall be adjusted so that if the Holder  surrendered
            this Warrant for exercise immediately thereafter the Holder would be
            entitled  to receive  the number of shares of Common  Stock or other
            capital stock of the Company  which he would have owned  immediately
            following  such action had such Warrant been  exercised  immediately
            prior thereto.  An adjustment  made pursuant to this  subsection (b)
            shall become effective immediately after the record date in the case
            of a dividend or distribution and shall become effective immediately
            after the effective date in the case of a  subdivision,  combination
            or reclassification.  If, as a result of an adjustment made pursuant
            to this  subsection (b), the Holder shall become entitled to receive
            shares of two or more  classes of capital  stock or shares of Common
            Stock and other capital stock of the Company, the Board of Directors
            shall in good faith  determine


                                      -2-
<PAGE>

            the  allocation  of the adjusted Per Share  Warrant Price between or
            among  shares of such  classes of capital  stock or shares of Common
            Stock and other capital stock.

      (c)   In the event  the  Company  shall,  at any time or from time to time
            after the date hereof,  issue or sell any shares of Common Stock for
            a consideration per share less than the then Per Share Warrant Price
            or issue any options or rights to purchase shares of Common Stock of
            a strike  price of less than the Per Share  Warrant  Price (any such
            sale herein called a "Change of Shares"),  then, and thereafter upon
            each further  Change of Shares,  the  applicable  Per Share  Warrant
            Price in effect  immediately prior to such Change of Shares shall be
            changed to a price equal to the  consideration per share received in
            such Change of Shares (including any applicable fraction of a cent).

      (d)   Upon each adjustment of the Per Share Warrant Price pursuant to this
            Section 3, the total  number of shares of Common  Stock  purchasable
            upon the  exercise  of each  Warrant  shall be such number of shares
            (calculated to the nearest tenth)  purchasable at the applicable Per
            Share Warrant Price immediately prior to such adjustment  multiplied
            by a fraction, the numerator of which shall be the Per Share Warrant
            Price  in  effect  immediately  prior  to  such  adjustment  and the
            denominator  of which shall be the Per Share Warrant Price in effect
            immediately after such adjustment.

      (e)   In case of any  consolidation  or merger to which the  Company  is a
            party other than a merger or  consolidation  in which the Company is
            the continuing corporation,  or in case of any sale or conveyance to
            another  entity of the  property  of the  Company as an  entirety or
            substantially  as an  entirety,  or in the  case  of  any  statutory
            exchange of  securities  with  another  corporation  (including  any
            exchange effected in connection with a merger of a third corporation
            into the  Company),  the Holder shall have the right  thereafter  to
            convert this Warrant into the kind and amount of securities, cash or
            other  property  which he would have owned or have been  entitled to
            receive  immediately  after such  consolidation,  merger,  statutory
            exchange,  sale  or  conveyance  had  such  Warrant  been  converted
            immediately  prior  to the  effective  date of  such  consolidation,
            merger, statutory exchange, sale or conveyance and in any such case,
            if  necessary,   appropriate   adjustment   shall  be  made  in  the
            application  of the  provisions  set  forth in this  Section  3 with
            respect to the rights and interests  thereafter of the Holder to the
            end that the provisions set forth in this Section 3 shall thereafter
            correspondingly be made applicable,  as nearly as may reasonably be,
            in relation to any shares of stock or other  securities  or property
            thereafter  deliverable  on the  exercise  and  conversion  of  this
            Warrant. The above provisions of this subsection (d) shall similarly
            apply to successive  consolidations,  mergers,  statutory exchanges,
            sales or  conveyances.  Notice  of any such  consolidation,  merger,
            statutory  exchange,  sale or conveyance  and of said  provisions so
            proposed to be made,  shall be mailed to the Holder not less than 30
            days prior to such event. A sale of all or substantially  all of the
            assets of the Company for a  consideration  consisting  primarily of
            securities  shall  be  deemed  a  consolidation  or  merger  for the
            foregoing purposes.

      (f)   Whenever the Per Share Warrant Price is adjusted as provided in this
            Section 3 and upon any  modification  of the rights of the Holder in
            accordance with this Section 3, the Company shall promptly prepare a
            certificate  of an officer  of the  Company,  setting  forth the Per
            Share  Warrant  Price and the  number of Warrant  Shares  after such
            adjustment or modification, a brief statement of the facts requiring
            such adjustment or modification


                                      -3-
<PAGE>

            and the  manner  of  computing  the  same  and  cause a copy of such
            certificate to be mailed to the Holder.

      (g)   If the Board of  Directors  of the  Company  shall (i)  declare  any
            dividend or other  distribution  in cash with  respect to the Common
            Stock,  (ii)  offer  to  holders  of  shares  of  Common  Stock  any
            additional  shares of Common Stock, any securities  convertible into
            or  exercisable  for  shares  of  Common  Stock,  or any  rights  to
            subscribe  thereto;  or (iii) propose a  dissolution,  winding up or
            liquidation of the Company, the Company shall mail notice thereof to
            the Holder not less than 15 days prior to the record  date fixed for
            determining shareholders entitled to participate in such dividend or
            other distribution.

      (h)   If at any  time or from  time to time  the  Company  shall  take any
            action  affecting its Common Stock or any other capital stock of the
            Company, not otherwise described in any of the foregoing subsections
            of this Section 3, then, if the failure to make any adjustment would
            in the  reasonable  opinion of the Board of Directors of the Company
            have a materially  adverse effect upon the rights of the Holder, the
            number of shares of Common Stock or other stock comprising a Warrant
            Share,  or the Per Share  Warrant  Price,  shall be adjusted in such
            manner and at such time as the Board of Directors of the Company may
            in good faith determined to be equitable under the circumstances.

      (i)   Whenever the Per Share Warrant Price is adjusted as provided in this
            Section 3 and upon any  modification  of the rights of the Holder in
            accordance with this Section 3, the Company shall promptly cause its
            Chief  Financial  Officer to provide a notice to the Holder  setting
            forth the Per Share Warrant  Price and the number of Warrant  Shares
            after such  adjustment or the effect of such  modification,  a brief
            statement of the facts requiring such adjustment or modification and
            the manner of computing the same.

      4. FULLY PAID STOCK;  TAXES.  The Company  agrees that the shares of stock
represented by each and every  certificate  for Warrant Shares  delivered on the
exercise of this Warrant shall, at the time of such delivery,  be validly issued
and outstanding,  fully paid and  non-assessable,  and not subject to preemptive
rights, and the Company will take all such actions as may be necessary to assure
that the par value or stated value,  if any, per share of the Common Stock is at
all times equal to or less than the then Per Share  Warrant  Price.  The Company
further covenants and agrees that it will pay, when due and payable, any and all
Federal and state stamp,  original issue or similar taxes that may be payable in
respect of the issue of any Warrant Share or certificate therefor.

      5. TRANSFER.

      (a)   SECURITIES  LAWS.  Neither  this  Warrant  nor  the  Warrant  Shares
            issuable  upon the exercise  hereof have been  registered  under the
            Securities Act of 1933, as amended (the  "Securities  Act") or under
            any  state  securities  laws and  unless  so  registered  may not be
            transferred,  sold,  pledged,  hypothecated or otherwise disposed of
            unless an exemption  from such  registration  is  available.  In the
            event Holder  desires to transfer this Warrant or any of the Warrant
            Shares issued, the Holder must give the Company prior written notice
            of such  proposed  transfer  including  the name and  address of the
            proposed transferee.  Such transfer may be made only either (i) upon
            publication  by  the  Securities   and  Exchange   Commission   (the
            "Commission")  of a ruling,  interpretation,  opinion  or "no action
            letter" based upon facts presented to said Commission,  or (ii) upon
            receipt by the


                                      -4-
<PAGE>

            Company of an opinion  of counsel to the  Company in either  case to
            the  effect  that  the  proposed   transfer  will  not  violate  the
            provisions of the  Securities  Act, the  Securities  Exchange Act of
            1934, as amended,  or the rules and  regulations  promulgated  under
            either such act, or in the case of clause (ii) above,  to the effect
            that the  Warrant or Warrant  Shares to be sold or  transferred  has
            been registered under the Securities Act, as amended, and that there
            is in  effect a  current  prospectus  meeting  the  requirements  of
            Subsection  10(a) of the  Securities  Act, which is being or will be
            delivered to the  purchaser or transferee at or prior to the time of
            delivery of the certificates evidencing the Warrant or Warrant Stock
            to be sold or transferred.

      (b)   CONDITIONS TO TRANSFER.  Prior to any such proposed transfer, and as
            a condition  thereto,  if such  transfer is not made  pursuant to an
            effective  registration  statement  under the  Securities  Act,  the
            Holder will, if requested by the Company, deliver to the Company (i)
            an investment  covenant signed by the proposed  transferee,  (ii) an
            agreement by such  transferee to the  impression of the  restrictive
            investment   legend  set  forth   herein  on  the   certificate   or
            certificates   representing   the   securities   acquired   by  such
            transferee,  (iii) an agreement by such  transferee that the Company
            may  place a "stop  transfer  order"  with  its  transfer  agent  or
            registrar,  and (iv) an agreement by the transferee to indemnify the
            Company  to the same  extent  as set  forth  in the next  succeeding
            paragraph.

      (c)   INDEMNITY.  The Holder  acknowledges that the Holder understands the
            meaning  and legal  consequences  of this  Section 5, and the Holder
            hereby  agrees to  indemnify  and hold  harmless  the  Company,  its
            representatives  and each  officer  and  director  thereof  from and
            against  any  and all  loss,  damage  or  liability  (including  all
            attorneys,  fees and costs  incurred  in  enforcing  this  indemnity
            provision)  due  to or  arising  out of (a)  the  inaccuracy  of any
            representation or the breach of any warranty of the Holder contained
            in, or any other  breach of, this  Warrant,  (b) any transfer of the
            Warrant or any of the Warrant  Shares in violation of the Securities
            Act, the Securities  Exchange Act of 1934, as amended,  or the rules
            and  regulations  promulgated  under  either of such  acts,  (c) any
            transfer  of  the  Warrant  or  any of  the  Warrant  Shares  not in
            accordance with this Warrant or (d) any untrue statement or omission
            to  state  any  material  fact in  connection  with  the  investment
            representations  or with  respect  to the facts and  representations
            supplied  by the  Holder to counsel  to the  Company  upon which its
            opinion as to a proposed transfer shall have been based,

      (d)   TRANSFER.  Except as restricted hereby, this Warrant and the Warrant
            Shares issued may be  transferred  by the Holder in whole or in part
            at any time or from time to time.  Upon surrender of this Warrant to
            the Company or at the office of its stock  transfer  agent,  if any,
            with assignment  documentation duly executed and funds sufficient to
            pay any  transfer  tax,  and  upon  compliance  with  the  foregoing
            provisions, the Company shall, without charge, execute and deliver a
            new Warrant in the name of the assignee named in such  instrument of
            assignment,  and  this  Warrant  shall  promptly  be  canceled.  Any
            assignment,  transfer, pledge, hypothecation or other disposition of
            this Warrant  attempted  contrary to the provisions of this Warrant,
            or any levy of execution, attachment or other process attempted upon
            the Warrant, shall be null and void and without effect.

      (e)   LEGEND AND STOP TRANSFER ORDERS. Unless the Warrant Shares have been
            registered  under


                                      -5-
<PAGE>

            the Securities Act, upon exercise of any part of the Warrant and the
            issuance of any of the shares of Warrant  Shares,  the Company shall
            instruct  its  transfer  agent to enter stop  transfer  orders  with
            respect to such shares,  and all certificates  representing  Warrant
            Shares shall bear on the face thereof  substantially  the  following
            legend, insofar as is consistent with New Hampshire law:

                  "The shares of Common Stock  represented  by this  certificate
                  have not been registered under the Securities Act, as amended,
                  and may not be sold, offered for sale,  assigned,  transferred
                  or  otherwise  disposed of unless  registered  pursuant to the
                  provisions of that Act or an opinion of counsel to the Company
                  is obtained  stating that such  disposition  is in  compliance
                  with an available exemption from such registration."


                                      -6-
<PAGE>

      6. REGISTRATION RIGHTS.

      (a)   INCIDENTAL REGISTRATION. If the Company at any time proposes for any
            reason to register any of its  securities  under the  Securities Act
            (other than pursuant to a  registration  statement on Form S-8, S-14
            or S-15 or  similar  or  successor  form),  it shall  each such time
            promptly  give  written   notice  to  all  holders  of   outstanding
            Registrable  Shares (as defined  below) of its  intention  so to do,
            and, upon the written request, given within 30 days after receipt of
            any such  notice,  of the holder of any such  Registrable  Shares to
            register any  Registrable  Shares  (which  request shall specify the
            Registrable  Shares  intended  to be  sold  or  disposed  of by such
            holders and shall state the intended  method of  disposition of such
            Registrable Shares by the prospective seller), the Company shall use
            its  best  efforts  to  cause  all such  Registrable  Shares,  to be
            registered  under the  Securities  Act promptly  upon receipt of the
            written  request of such holders for such  registration,  all to the
            extent  requisite  to  permit  the  sale or  other  disposition  (in
            accordance with the intended methods  thereof,  as aforesaid) by the
            prospective   seller  or  sellers  of  the  Registrable   Shares  so
            registered.  In the  event  that the  proposed  registration  by the
            Company is, in whole or in part, an underwritten  public offering of
            securities of the Company, any request pursuant to this Section 6 to
            register  Registrable  Shares may specify that such shares are to be
            included in the underwriting (i) on the same terms and conditions as
            the shares of Common  Stock,  if any,  otherwise  being sold through
            underwriters  under  such   registration,   or  (ii)  on  terms  and
            conditions  comparable to those normally  applicable to offerings of
            common stock in reasonably  similar  circumstances in the event that
            no shares of Common  Stock other than  Registrable  Shares are being
            sold  through   underwriters  under  such  registration;   PROVIDED,
            HOWEVER, that (A) if the managing underwriter determines and advises
            in writing that the inclusion of all Registrable  Shares proposed to
            be included in the underwritten public offering and other issued and
            outstanding  shares of Common Stock proposed to be included  therein
            by persons  other than  holders of  Registrable  Shares  (the "Other
            Shares") would  interfere with the successful  marketing  (including
            pricing) of such securities,  then the number of Registrable  Shares
            and Other Shares to be included in such underwritten public offering
            shall be reduced FIRST,  PRO RATA among the holders of Other Shares,
            and SECOND, if necessary,  PRO RATA among the holders of Registrable
            Shares  based  upon the number of  Registrable  Shares and shares of
            Common Stock  requested by the holders  thereof to be  registered in
            such underwritten  public offering and (B) in each case those shares
            of Common  Stock which are  excluded  from the  underwritten  public
            offering  shall be withheld  from the market by the holders  thereof
            for a period, not to exceed 180 days, which the managing underwriter
            reasonably   determines   as   necessary  in  order  to  effect  the
            underwritten public offering.

      (b)   PREPARATION  AND  FILING.  If and  whenever  the Company is under an
            obligation  pursuant to the  provisions of this Section 6 to use its
            best efforts to effect the  registration of any Registrable  Shares,
            the Company shall, as expeditiously as practicable:

                  (i)  prepare  and file  with  the  Commission  a  registration
            statement  with respect to such  securities and use its best efforts
            to cause such registration  statement to become and remain effective
            in accordance with Section 6(b)(ii);

                  (ii) prepare and file with the Commission  such amendments and
            supplements to


                                      -7-
<PAGE>

            such  registration  statements and the prospectus used in connection
            therewith as may be necessary  to keep such  registration  statement
            effective for at least nine months and to comply with the provisions
            of the Securities Act with respect to the sale or other  disposition
            of all Registrable Shares covered by such registration statement;

                  (iii) furnish to each holder of Registrable Shares such number
            of copies of a summary  prospectus or other prospectus,  including a
            preliminary  prospectus,  in conformity with the requirements of the
            Securities  Act,  and  such  other  documents  as  such  seller  may
            reasonably  request in order to facilitate  the public sale or other
            disposition of such Registrable Shares;

                  (iv)  use  its  best   efforts  to  register  or  qualify  the
            Registrable Shares covered by such registration  statement under the
            securities  or "blue  sky" laws of such  jurisdictions  as each such
            seller shall reasonably request (PROVIDED, HOWEVER, that the Company
            shall not be required  to consent to general  service or process for
            all purposes in any jurisdiction where it is not then qualified) and
            do any and all  other  acts or  things  which  may be  necessary  or
            advisable  to enable  such seller to  consummate  the public sale or
            other disposition in such jurisdiction of such securities;

                  (v) notify each seller of  Registrable  Shares covered by such
            registration  statement,  at any  time  when a  prospectus  relating
            thereto  covered by such  registration  statement  is required to be
            delivered  under the  Securities Act within the  appropriate  period
            mentioned in Section 6(c), of the happening of any event as a result
            of which the prospectus included in such registration  statement, as
            then in effect,  includes an untrue  statement of a material fact or
            omits to state a  material  fact  required  to be stated  therein or
            necessary to make the statements therein not misleading in the light
            of the  circumstances  then  existing  and at the  request  of  such
            seller,  prepare and furnish to such seller a  reasonable  number of
            copies of a supplement to or an amendment of such  prospectus as may
            be necessary so that, as thereafter  delivered to the  purchasers of
            such shares,  such prospectus  shall not include an untrue statement
            of a material  fact or omit to state a material  fact required to be
            stated  therein or  necessary  to make the  statements  therein  not
            misleading in the light of the circumstances then existing; and

                  (vi)  furnish,  at  the  request  of  any  holder  or  holders
            requesting  registration  of  Registrable  Shares  pursuant  to this
            Section 6, on the date that such Registrable Shares are delivered to
            the   underwriters  for  sale  in  connection  with  a  registration
            described  in this  Section  6, if such  securities  are being  sold
            through  underwriters,  or, if such  securities  are not being  sold
            through  underwriters,  on the date that the registration  statement
            with respect to such securities becomes  effective,  (A) an opinion,
            dated such date,  of the  counsel  representing  the Company for the
            purposes  of  such  registration,   in  form  and  substance  as  is
            customarily   given  to  underwriters  in  an  underwritten   public
            offering,  addressed to the underwriters,  if any, and to the holder
            or holders  making such  request;  and (B) a letter dated such date,
            from the independent certified public accountants to underwriters in
            an underwritten public offering,  addressed to the underwriters,  if
            any, and to the holder or holders making such request.

      (c)   MARKET  STAND-OFF  AGREEMENT.  Each  holder  of  Registrable  Shares
            agrees,  if  requested by the Company and an  underwriter  of Common
            Stock or  other  securities  of the  Company,


                                      -8-
<PAGE>

            not to sell, assign, donate, pledge, encumber, hypothecate, grant an
            option to, or

            otherwise transfer or dispose of, whether in privately negotiated or
            open market  transactions,  any Common Stock or other  securities of
            the  Company  held by it during the  180-day  period  following  the
            effective  date of a  registration  statement  filed pursuant to the
            Public Offering (as defined below), provided that:

            (i) Such agreement shall apply only to the initial Public  Offering;
            and

            (ii) All other holders of  Registrable  Shares,  any other  security
            holders  whose   securities   are  included  in  such   registration
            statement,  and all  officers,  directors  and key  employees of the
            Company shall also enter into similar agreements.

            Such   agreement   shall  be  in  writing  in  form  and   substance
            satisfactory  to the Company and such  underwriter.  The Company may
            impose stop-transfer instructions with respect to the shares subject
            to the foregoing restrictions until the end of said 180-day period.

      (d)   EXPENSES.  In the case of a  registration  hereof for the account of
            the Company in which the Company is receiving proceeds from the sale
            of its  equity  securities,  the  Company  shall  bear all costs and
            expenses of each such registration,  including,  but not limited to,
            printing,  legal and  accounting  fees and expenses,  Securities and
            Exchange  Commission  and NASD  filing  fees and "Blue Sky" fees and
            expenses;   provided,  however,  that  the  Company  shall  have  no
            obligation to pay or otherwise bear any portion of the underwriters'
            commissions  or discounts  attributable  to the  Registrable  Shares
            being offered and sold by the holders of Registrable  Shares, or the
            fees  and  expenses  of any  counsel  for  the  selling  holders  of
            Registrable  Shares  in  connection  with  the  registration  of the
            Registrable Shares.

      (e)   ADDITIONAL COVENANTS CONCERNING SALE OF SHARES.

                  (i)  If  permitted  by  applicable  law  and  regulation,  the
            Company, at the request of the holder of Registrable  Shares,  shall
            file  such  amendments  and/or   supplements  to  such  registration
            statement  necessary  to take such other steps as may be required to
            maintain  such  registration  statement  in effect,  and to keep the
            information  therein  current,  so  long  as any of the  Registrable
            Shares  included  therein  remain  unsold.  In  connection  with any
            registration  statement  referred to in this  Section 6, the Company
            shall furnish to the holder of Registrable  Shares (or to any broker
            or other  person at its  request) a  reasonable  number of copies of
            such registration  statement,  each amendment and supplement thereto
            and each document included therein, and such number of copies of the
            then  current  prospectus  included  therein as either the holder of
            Registrable  Shares or its brokers may from time to time  reasonably
            request.

                  (ii) In connection with any registration statement referred to
            in this  Section 6 of this  Agreement,  the  holder  of  Registrable
            Shares will furnish to the Company such  information  as the Company
            may  reasonably  require  from  such  holder  for  inclusion  in the
            registration statement (and the prospectus included therein).

                  (iii) The Company's  obligations under this Section 6 shall be
            conditioned   upon  each   shareholder   (including  the  Holder  of
            Registrable  Shares)  whose  Shares  are  being


                                      -9-
<PAGE>

            registered and any underwriter participating in such public offering
            executing and

            delivering to the Company an appropriate agreement,  if necessary in
            the  reasonable   opinion  of  counsel  to  the  Company,   in  form
            satisfactory  to counsel for the  Company,  that he will comply with
            all  anti-stabilization,  manipulation,  and similar  provisions  of
            Section 10 of the Securities  Exchange Act of 1934, as amended,  and
            any rules  promulgated  thereunder  and will  furnish to the Company
            information about sales made in such public offering.

      (f)   BLUE SKY PROVISIONS. The Company, at its expense, shall cause all of
            the Registrable Shares included in a registration statement referred
            to in  this  Section  6 to be  qualified  under  the  laws  of  such
            reasonable  number of  jurisdictions  as the  holder of  Registrable
            Shares, or the managing  underwriter  named therein,  may designate,
            and the Company will continue such  qualification  in effect so long
            as may be necessary to comply with all  applicable  laws  regulating
            sales of securities.

      (g)   ADVISING THE HOLDER OF REGISTRABLE  SHARES.  In connection  with any
            registration  statement  referred to in this  Section 6, the Company
            will promptly  advise each holder of Registrable  Shares and confirm
            such  advice in  writing  (i) when the  registration  statement  has
            become  effective,  (ii) when any  post-effective  amendment  to the
            registration  statement becomes effective,  and (iii) of any request
            by the SEC for  any  amendment  or  supplement  to the  registration
            statement or prospectus or for additional information.

            If at any time the SEC should institute or threaten to institute any
            proceeding  for the  purposes of issuing,  or should  issue,  a stop
            order suspending the  effectiveness  of the registration  statement,
            the Company will promptly  notify the holder of Registrable  Shares,
            and will use its best  efforts to prevent  the  issuance of any such
            stop order or to obtain the withdrawal  thereof as soon as possible;
            and the  Company  will  advise  such  Holder of  Registrable  Shares
            promptly of any order or  communication  of any public board or body
            addressed to the Company  suspending or  threatening  to suspend the
            qualification   of  any   Registrable   Shares   for   sale  in  any
            jurisdiction.

      (h)   INDEMNIFICATION.

                  (i) With respect to the registration  rights described in this
            Section 6, the Company hereby agrees to indemnify, hold harmless and
            defend each holder of  Registrable  Shares and each person,  if any,
            who is deemed a  controlling  person of such  holder of  Registrable
            Shares within the meaning of the Securities Act, against any and all
            losses,  claims,  damages or liabilities  (including legal and other
            expenses  incurred in investigating and defending against the same),
            to  which  they,  or any of  them,  may  become  subject  under  the
            Securities  Act or other  statute or common  law,  arising out of or
            based upon:

                  (A) any alleged untrue  statement of a material fact contained
                  in  any  registration  statement,  preliminary  prospectus  or
                  prospectus   included   therein,   any  amendment  thereof  of
                  supplement thereto; or

                  (B) the  alleged  omission  to state  therein a material  fact
                  required  to be  stated


                                      -10-
<PAGE>

                  therein or necessary to make the statements  contained therein
                  not  misleading;   provided,   however,   that  the  indemnity
                  contained in this  Subsection  (g) shall not apply to any such
                  alleged untrue statement or omission made in reliance upon and
                  in  conformity  with  information  furnished in writing to the
                  Company by or on behalf of the Holder of  Registrable  Shares.
                  The  Holder  of  Registrable  Shares  agrees  that  as soon as
                  practicable,  but in any event  within  forty-five  (45) days,
                  after the receipt of notice of any claim or action  against it
                  in respect of which  indemnity  may be sought from the Company
                  hereunder,  to notify the Company thereof in writing,  and the
                  Company  shall assume the defense of such claim or action (and
                  the cost thereof) by counsel of its own choosing, who shall be
                  reasonably satisfactory to the Holder of Registrable Shares.

                  (ii) Each selling holder of Registrable  Shares shall agree to
            indemnify,  hold harmless and defend the Company,  its directors and
            officers,  and each  person,  if any,  who is  deemed a  controlling
            person  of the  Company  with the  meaning  of the  Securities  Act,
            against  any  and  all  losses,   claims,  damages  or  liabilities,
            including  legal or other  expenses  incurred in  investigating  and
            defending  against the same, to which they or any of them may become
            subject  under the  Securities  Act or other  statute or common law,
            arising out of or based upon:

                  (A) any alleged untrue  statement of a material fact contained
            in any such  registration  statement,  or prospectus or  preliminary
            prospectus  included therein, or any amendment thereof or supplement
            thereto, or

                  (B) the  alleged  omission  to state  therein a material  fact
            required to be stated  therein or necessary  to make the  statements
            contained therein not misleading.  The Company, and any other person
            or entity  in  respect  of which  indemnity  may be sought  from the
            Holder  of  Registrable  Shares  hereunder,  agree,  that as soon as
            practicable,  but in any event within  forty-five  (45) days,  after
            receipt of notice of any claim or action against the Company or such
            other person or entity,  to notify the holder of Registrable  Shares
            thereof in  writing,  and the  holder of  Registrable  Shares  shall
            assume  the  defense  of any  such  claim  or  action  (and the cost
            thereof) by counsel of their own  choosing,  who shall be reasonably
            satisfactory to the Company.

      (i)   DEFINITIONS.  For  purposes of this Section 6, the  following  terms
            shall have the following meanings:

                  (i)  "Public  Offering"  means the  consummation  of the first
            fully  underwritten,  firm commitment public offering pursuant to an
            effective  registration  statement  under the Securities  Act, other
            than on Forms S-4 or S-8, or their then  equivalents,  covering  the
            offer and sale by the  Company of its  Common  Stock,  resulting  in
            aggregate  net  proceeds  to  the  Company  of at  least  $2,000,000
            (excluding underwriting discounts and commissions).

                  (ii) "Registrable Shares" means (i) the shares of Common Stock
            issued or issuable upon  conversion  of this Warrant,  and (iii) any
            other  shares of Common  Stock of the  Company  issued in respect of
            such  shares  (because of stock  splits,  stock  dividends  or other
            distributions,   reclassifications,   recapitalizations  or  similar
            events).


                                      -11-
<PAGE>

      7. LOSS,  ETC. OF WARRANT.  Upon receipt of evidence  satisfactory  to the
Company of the loss,  theft,  destruction or mutilation of this Warrant,  and of
indemnity reasonably  satisfactory to the Company, if lost, stolen or destroyed,
and upon surrender and cancellation of this Warrant,  if mutilated,  the Company
shall  execute and  deliver to the Holder a new Warrant of like date,  tenor and
denomination.

      8. WARRANT HOLDER NOT  SHAREHOLDER.  Except as otherwise  provided herein,
this  Warrant does not confer upon the Holder any right to vote or to consent to
or receive  notice as a shareholder  of the Company,  as such, in respect of any
matters whatsoever,  or any other rights or liabilities as a shareholder,  prior
to the exercise hereof.

      9. INFORMATION TO HOLDER.  The Company agrees that it shall deliver to the
Holder  promptly  after  their  becoming   available  copies  of  all  financial
statements,  reports and proxy  statements  which the Company shall have sent to
its stockholders generally.

      10. NOTICES.  No notice or other communication under this Warrant shall be
effective  unless  the same is in  writing  and is mailed by  first-class  mail,
postage  prepaid,  addressed to: the Company at 6 Southgate Drive,  Nashua,  New
Hampshire  03062, or such other address as the Company has designated in writing
to the Holder, 285 Commandants Way, Chelsea,  Massachusetts 02150, or such other
address as the Holder has designated in writing to the Company.

      11. HEADINGS.  The headings of this Warrant have been inserted as a matter
of convenience and shall not affect the construction hereof.

      12.  APPLICABLE  LAW.  This Warrant  shall be governed by and construed in
accordance with the laws of the State of New Hampshire  without giving effect to
the principles of conflicts of thereof.

      IN WITNESS WHEREOF,  OVATION PRODUCTS  CORPORATION has caused this Warrant
to be signed by its President and attested by its Assistant  Secretary as of the
30th day of June, 2004.

ATTEST:                                 OVATION PRODUCTS CORPORATION



/s/ William Zebuhr                      By: /s/ William Lockwood
---------------------------------           ---------------------------
            Chairman                        William Lockwood, Pres. & Treasurer


                                      -12-
<PAGE>

                                   ASSIGNMENT

      FOR  VALUE  RECEIVED   ____________________   hereby  sells,  assigns  and
transfers  unto  _____________  the foregoing  Warrant and all rights  evidenced
thereby,  and does  irrevocably  constitute  and  appoint  ____________________,
attorney, to transfer said Warrant on the books of Ovation Products Corporation.


Dated: ___________________              Signature: _____________________________

                                        Address: _______________________________

                                        ________________________________________

                               PARTIAL ASSIGNMENT

      FOR VALUE  RECEIVED  ______________________  hereby  assigns and transfers
unto  ____________________________  the right to  purchase  _________  shares of
__________________  the Common Stock of covered by the foregoing Warrant,  and a
proportionate  part of said Warrant and the rights evidenced  thereby,  and does
irrevocably constitute and appoint _____________________,  attorney, to transfer
that part of said Warrant on the books of Ovation Products Corporation.

Dated: ___________________              Signature: _____________________________

                                        Address: _______________________________

                                                 _______________________________


                                      -13-
<PAGE>

                                SUBSCRIPTION FORM
         (To be executed upon exercise of Warrant pursuant to Section 1)

            The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
____________________ shares of Common Stock, as provided for in Section l, and
tenders herewith payment of the purchase price in full in the form of cash or a
certified or official bank check in the amount of $_________________.

            Please issue a certificate or certificates for such Common Stock in
the name of, and pay any cash for any fractional share to:

                                        Name: __________________________________
                                        (Please Print Name, Address and Social
                                        Security No.)

                                        Address: _______________________________

                                        ________________________________________

                                        Social Security Number _________________

                                        Signature: _____________________________

                                        NOTE: The above signature should
                                        correspond exactly with the name on the
                                        first page of this Warrant or with the
                                        name of the assignee appearing in the
                                        assignment form below.

                                        Date: __________________________________

And if said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant is to be issued in the name of said Warrant Holder
for the balance remaining of the shares purchasable thereunder.


                                      -14-