Exhibit 4.1

                                    EXHIBIT B
                            FORM OF PREFERRED WARRANT

      NEITHER THIS WARRANT NOR THE SHARES FOR WHICH IT IS EXERCISABLE  HAVE BEEN
      REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR
      ANY  APPLICABLE  STATE  SECURITIES  LAWS. NO SALE OR  DISPOSITION  OF THIS
      WARRANT  OR OF ANY  SUCH  SHARES  MAY BE  EFFECTED  IN THE  ABSENCE  OF AN
      EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO UNDER THE ACT AND ANY
      APPLICABLE   STATE   SECURITIES   LAWS  UNLESS  AN  EXEMPTION   FROM  SUCH
      REGISTRATION  REQUIREMENT  IS AVAILABLE  UNDER THE ACT AND ANY  APPLICABLE
      STATE SECURITIES LAWS.

September __, 2003                   WARRANT                               PS-__

                                   To Purchase
                            Shares of Preferred Stock
                                       of
                          OVATION PRODUCTS CORPORATION

            This Warrant entitles ________________,  a ___________ (the "INITIAL
HOLDER"),  or assigns,  to  subscribe  for and purchase  from  OVATION  PRODUCTS
CORPORATION,  a Delaware corporation (the "COMPANY"),  at any time commencing on
the date  hereof (the  "EFFECTIVE  DATE"),  and on or before 5:00 P.M.,  Eastern
Time,  on the first to occur of (a)  September  22,  2008 or (b) the date of the
closing of the initial public offering ("IPO") to the public generally of shares
of the Company's Common Stock pursuant to a registration statement under the Act
(the  "EXPIRATION  DATE"),  at the  Applicable  Purchase  Price (as  hereinafter
defined),  the number of shares of Series  Preferred Stock equal to the quotient
obtained in accordance with the following calculation:

Maximum number of                     $________ [principal amount of the Related
Warrant Shares issuable          =    Note multiplied by 0-30]
upon exercise of this Warrant         ------------------------------------------
                                               Applicable Purchase Price

            1. DEFINITIONS. For all purposes of this Warrant the following terms
shall have the following meanings:

            "ACT" shall mean the Securities Act of 1933, as amended.

            "AGREEMENT"  shall mean the  Convertible  Note and Warrant  Purchase
Agreement, dated as of September 19, 2003, among the Company, the Initial Holder
and the other persons named therein.

<PAGE>

            "APPLICABLE PURCHASE PRICE" shall mean (a) if a Qualifying Preferred
Financing is  completed on or before June 30, 2004,  then the price per share at
which  shares  of  Preferred  Stock  are  sold  in  such  financing  or (b) if a
Qualifying Preferred Financing is not completed on or before June 30, 2004, then
the lesser of (i) $2.50 per share or (ii) such price per share as  represents  a
post-exercise  valuation of the Company, on a fully-diluted basis computed as of
June 30, 2004, of $4,500,000.

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

            "COMPANY"  shall  mean  Ovation  Products  Corporation,  a  Delaware
corporation,  and any corporation which shall succeed to the obligations of said
corporation hereunder.

            "OTHER SECURITIES" shall mean any stock (other than Series Preferred
Stock) or other  securities  of the Company or any other  person  (corporate  or
otherwise) which the Warrantholders at any time shall be entitled to receive, or
shall  have  received,  upon  the  exercise  of the  Warrants,  in lieu of or in
addition to Series  Preferred  Stock,  or which at any time shall be issuable or
shall have been issued in exchange  for or in  replacement  of Series  Preferred
Stock or Other Securities.

            "QUALIFYING  PREFERRED  FINANCING" shall mean the Company's issuance
and sale after September 22, 2003, in a single round of financing,  of shares of
its  Preferred  Stock,  which sale has  resulted  in gross cash  proceeds to the
Company of at least $1,000,000 in excess of the amount of the Related Notes that
are converted into shares of Preferred Stock in such financing.

            "REGISTRATION  STATEMENT" shall mean a registration  statement filed
under the Securities Act of 1933.

            "RELATED NOTE" shall mean that certain Convertible  Promissory Note,
of even date herewith, issued by the Company to the Initial Holder.

            "RELATED NOTES" shall mean all of the Convertible  Promissory  Notes
issued by the Company under the Agreement.

            "SECURITIES  ACT" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder.

            "SERIES  PREFERRED  STOCK"  shall mean (a) if the Company  shall not
have completed a Qualifying  Preferred  Financing  prior to any exercise of this
Warrant,  then a newly created  series of Preferred  Stock of the Company having
rights,  preferences and privileges at least as favorable to the holder as those
attaching  to  the  Company's  Series  B-1  Preferred  Stock  (except  that  the
Applicable  Purchase Price shall be deemed the "Original  Issue Price" of shares
of such series for purposes of the Company's  certificate of incorporation)  and
(b) if the Company shall have completed a Qualifying  Preferred  Financing prior
to any exercise of this  Warrant,  then that series of the  Company's  Preferred
Stock issued and sold in the first such Qualifying Preferred Financing completed
after September 22, 2003.

<PAGE>

            "SUBSCRIPTION  FORM"  shall  mean the  subscription  forms  attached
hereto.

            "TRANSFER"  shall  mean  any  sale,  assignment,   pledge  or  other
imposition of any Warrants and/or Warrant  Shares,  or of any interest in either
thereof,  which would  constitute a sale thereof within the meaning of Section 2
(3) of the Securities Act.

            "WARRANT  SHARES"  shall mean the shares of Series  Preferred  Stock
purchased or purchasable by the Warrantholder  upon the exercise of the Warrants
pursuant to Section 2 hereof.

            "WARRANTHOLDER"  shall  mean the  holder  or  holders  of any of the
Warrants or any related Warrant Shares.

            "WARRANTS" shall mean the Warrants (including this Warrant), of even
date herewith, evidencing the right to purchase shares of Series Preferred Stock
and designated by a number preceded by the letters "PS", and all Warrants issued
in exchange, transfer or replacement thereof.

            All terms used in this  Warrant  which are not  defined in Section 1
hereof have the meanings respectively set forth elsewhere in this Warrant.

            2.  EXERCISE OF WARRANT,  SHARES  ISSUABLE UPON EXERCISE AND PAYMENT
FOR WARRANT SHARES.

            (a) The rights  represented  by this Warrant may be exercised at any
      time on or after the  Effective  Date and from  time to time  prior to the
      Expiration  Date, by the holder of this Warrant,  in whole or in part (but
      not as to less than 100  Warrant  Shares or as to any  fractional  Warrant
      Share), by: (i) delivery to the Company of a completed  Subscription Form;
      (ii) surrender to the Company of this Warrant;  and (iii) payment for such
      Warrant shares as provided in Section 2(b) below, at the Company's  office
      or agency in Nashua, New Hampshire,  or such other office or agency of the
      Company as the  Company may  designate  by notice in writing to the holder
      hereof.

            (b) The aggregate  purchase price for Warrant Shares being purchased
      hereunder may be paid either (i) by cash or wire  transfer of  immediately
      available  funds, or (ii) by surrender of a number of Warrant Shares which
      have a fair market  value  equal to the  aggregate  purchase  price of the
      Warrant Shares being purchased ("NET ISSUANCE") as determined  herein.  If
      the Holder  elects the Net Issuance  method of payment,  the Company shall
      issue to  Holder  upon  exercise  a number of  shares  of  Warrant  Shares
      determined in accordance with the following formula:

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

            where: X = the number of Warrant Shares to be issued to the Holder;

<PAGE>

            Y = the number of Warrant Shares with respect to which the Holder is
                exercising its purchase rights under this Warrant;

            A = the fair market value of one share of the Warrant  Shares on the
                date of exercise; and

            B = the Applicable Purchase Price.

No fractional shares arising out of the above formula for determining the number
of shares to be issued to the Holder shall be issued,  and the Company  shall in
lieu thereof  make payment to the Holder of cash in the amount of such  fraction
multiplied  by the fair market  value of one share of the Warrant  Shares on the
date of exercise.  For purposes of the above calculation,  the fair market value
of one share of the  Warrant  Shares  shall mean (a) if the date of  exercise is
after  the  commencement  of  trading  of the  Preferred  Stock on a  securities
exchange or over-the-counter  but prior to the closing of the IPO, the price per
share to the  public  set forth on the  final  prospectus  relating  to the IPO,
multiplied  by the number of shares of Preferred  Stock into which each share of
the  Warrant  Shares is then  convertible,  (b) if the  Preferred  Stock is then
traded on a  securities  exchange,  the  average of the  closing  prices of such
Preferred  Stock on such  exchange  over the 30 calendar  day period (or portion
thereof)  ending  three days prior to the date of  exercise,  multiplied  by the
number of shares of Preferred  Stock into which each share of the Warrant Shares
is  then  convertible,  (c) if the  Preferred  Stock  is then  regularly  traded
over-the-counter,  the average of the closing  sale  prices or  secondarily  the
closing bid of such Preferred  Stock over the 30 calendar day period (or portion
thereof)  ending  three days prior to the date of  exercise,  multiplied  by the
number of shares of Preferred  Stock into which each share of the Warrant Shares
is  then  convertible,  or (d) if  there  is no  active  public  market  for the
Preferred  Stock,  the fair market value  thereof as determined in good faith by
the Board of  Directors of the  Company,  multiplied  by the number of shares of
Preferred Stock into which each share of the Warrant Shares is then convertible.

            (c) The Company agrees and  acknowledges  that the Warrant Shares so
      purchased  shall be deemed to be issued to the  holder of this  Warrant as
      the record owner of such shares as of the close of business on the date on
      which this Warrant and the  Subscription  Form shall have been surrendered
      and payment made for such shares as aforesaid.  Upon receipt thereof,  the
      Company shall, as promptly as  practicable,  and in any event within seven
      business days  thereafter,  execute or cause to be executed and deliver to
      the holder of this Warrant a certificate or certificates  representing the
      aggregate  number of Warrant Shares specified in said  Subscription  Form.
      Each stock  certificate so delivered shall be in such  denomination as may
      be required by the holder of this Warrant and shall be  registered  in the
      name of the  holder  of this  Warrant.  If this  Warrant  shall  have been
      exercised only in part, the Company shall, at the time of delivery of said
      stock  certificate or  certificates,  deliver to the  Warrantholder  a new
      Warrant  evidencing  the rights of such holder to purchase  the  remaining
      Warrant  Shares  covered  by  this  Warrant.  The  Company  shall  pay all
      expenses,  stock  transfer  taxes and other charges  payable in connection
      with  the  preparation,  execution  and  delivery  of  stock  certificates
      pursuant to this Section 2.

<PAGE>

            3. OWNERSHIP AND TRANSFER OF THIS WARRANT.

            (a) The Company may deem and treat the registered of this Warrant as
      the holder and owner hereof (notwithstanding any notations of ownership or
      writing made hereon by anyone other than the Company) for all purposes and
      shall not be affected by any notice to the contrary, until presentation of
      this  Warrant  for  transfer  as  provided  herein  and then  only if such
      transfer  meets the  requirements  of Sections 3 and 5 hereof.  All shares
      issuable pursuant to this Warrant, and all shares of Common Stock issuable
      upon conversion thereof,  shall be deemed to be "Registerable  Securities"
      for purposes of the Second Amended and Restated  Investor Rights Agreement
      dated as of February 13, 2003,  among the Company and the  stockholders of
      the Company named therein.

            (b) An  appropriate  legend may be endorsed on the  Warrants and the
      certificates    representing   the   Warrant   Shares   evidencing   these
      restrictions,  and a stop  order may be placed on the  Company's  transfer
      records.

            4. EXCHANGE,  TRANSFER OR REPLACEMENT.  Subject to Section 5 hereof,
this  Warrant is  exchangeable  upon the  surrender  hereof by the holder to the
Company at its office or agency  described  in Section 2 hereof for new Warrants
of like tenor and date  representing  in the aggregate the right to purchase the
number of shares of Series Preferred Stock purchasable  hereunder,  each of such
new  Warrants to represent  the right to purchase  such number of shares (not to
exceed the aggregate total number purchasable  hereunder) as shall be designated
by the Warrantholder at the time of such surrender. Subject to Section 5 hereof,
this Warrant and all rights  hereunder  are  transferable,  in whole or in part,
upon the books of the  Company  by the  holder  in person or by duly  authorized
attorney,  and a new  Warrant  of the same tenor and date as this  Warrant,  but
registered in the name of the transferee, shall be executed and delivered by the
Company upon surrender of this Warrant,  duly endorsed, at said office or agency
of the Company. Upon receipt by the Company of evidence reasonably  satisfactory
to it of the loss, theft,  destruction,  or mutilation of this Warrant,  and, in
case of loss,  theft,  or  destruction,  of  indemnity  or  security  reasonably
satisfactory  to it, and upon  surrender and  cancellation  of this Warrant,  if
mutilated,  the Company  will make and  deliver a new Warrant of like tenor,  in
lieu of this  Warrant.  This Warrant  shall be promptly  canceled by the Company
upon the  surrender  hereof  in  connection  with  any  exchange,  transfer,  or
replacement.  The Company  shall pay all  expenses,  transfer  taxes,  and other
charges payable in connection with the preparation,  execution,  and delivery of
Warrants pursuant to this Section 4.

            5. INVESTMENT  INTENT.  The Warrant Shares issuable upon exercise of
the  Warrant  and any shares of Common  Stock into which any such  shares may be
convertible  have not been registered under the Securities Act or any applicable
state law. The Warrant is issued to the  Warrantholder on the condition that the
Warrant and any Warrant  Shares  purchased  upon exercise of the Warrant and any
Common Stock into which any such shares may be converted  (excepting  shares for
which a Notification  under  Regulation A or a  Registration  Statement has been
filed  and  declared  effective  and for which  such  exercise  may be  effected
pursuant to registration or an exemption from registration  under any applicable
state law) are or will be  purchased  for  investment  purposes  and not with an
intent to distribute the same.  Prior to making any disposition of this Warrant,
the holder  shall give  written  notice to the  Company  describing  briefly the
manner of any such  proposed  disposition.  The  holder  shall not make any such

<PAGE>

disposition,  until and unless (i) such  holder has  delivered  to the Company a
legal  opinion  of  counsel,   reasonably   acceptable  to  the  Company,   that
registration  under  the  Securities  Act and any  applicable  state  law is not
required  with  respect  to  such  disposition,  or  (ii) a  Notification  under
Regulation A or a Registration  Statement covering the proposed distribution has
been filed by the Company and has become  effective  and  applicable  state laws
relating to registration  are complied with. Upon receipt of written notice form
the holder with respect to such proposed distribution,  the Company will use its
best efforts, in consultation with the holder's counsel, to ascertain as soon as
practicable whether or not registration is required,  and will advise the holder
promptly with respect thereto.

            6.  ADJUSTMENT  OF PURCHASE  PRICE.  The  Purchase  Price and/or the
number of Warrant Shares or Other  Securities the  Warrantholder  is entitled to
receive  hereunder  shall  be  subject  to  adjustment  from  time  to  time  as
hereinafter provided.

            (a) STOCK SPLITS,  STOCK DIVIDENDS AND REVERSE  SPLITS.  In case the
      Company  shall at any time  divide  the  outstanding  shares of its Series
      Preferred  Stock into a greater  number of shares  (whether  pursuant to a
      stock split,  stock dividend or  otherwise),  the Purchase Price in effect
      immediately  prior to such division shall be  proportionately  reduced and
      the number of  Warrant  Shares  shall be  proportionately  increased,  and
      conversely,  in the case the  outstanding  shares of the Company's  Series
      Preferred  Stock shall be combined  into a smaller  number of shares,  the
      Purchase Price in effect  immediately  prior to such combination  shall be
      proportionately increased and the number of Warrant Shares proportionately
      reduced.

            (b) REORGANIZATION,  CONSOLIDATION, MERGER OR SALE OF ASSETS. If any
      capital  reorganization  or  reclassification  of the capital stock of the
      Company,   or   consolidation  or  merger  of  the  Company  with  another
      corporation,  or the sale of all or  substantially  all of its  assets  to
      another corporation shall be effected in such a way that holders of shares
      of the  Company's  Series  Preferred  Stock  shall be  entitled to receive
      stock,  securities  or assets,  with  respect to or in  exchange  for such
      shares,  then,  as a condition of such  reorganization,  reclassification,
      consolidation,  merger or sale,  the holder of this Warrant shall have the
      right to  purchase  and  receive  upon the  basis  and upon the  terms and
      conditions  specified in this Warrant and in addition to or in lieu of, as
      the  case  may be,  the  shares  of  Series  Preferred  Stock  immediately
      theretofore  purchasable  and  receivable  upon the exercise of the rights
      represented  hereby,  such shares of stock,  other securities or assets as
      would have been issued or  delivered to the holder of this Warrant if such
      holder had  exercised  this Warrant and had received such shares of Series
      Preferred   Stock   prior   to  such   reorganization,   reclassification,
      consolidation,  merger or sale.  The  Company  shall not  effect  any such
      consolidation,  merger or sale,  unless prior to the consummation  thereof
      the successor  corporation (if other than the Company) resulting from such
      consolidation  or merger or the  corporation  purchasing such assets shall
      assume by written instrument  executed and mailed to the registered holder
      of this Warrant at the last address of such holder  appearing on the books
      of the  Company  the  obligation  to deliver to such holder such shares of
      stock,   securities  or  assets  as,  in  accordance  with  the  foregoing
      provisions, such holder may be entitled to purchase.

<PAGE>

            (c) OTHER ACTIONS.  The issuance of additional  capital stock of the
      Company to persons other than the  Warrantholder in a manner not discussed
      in this Section 6 shall not result in any adjustment in the Purchase Price
      or increase in the number of shares subject to this Warrant.

            (d) NOTICE.  Upon any adjustment of the Applicable Purchase Price or
      change in the number of Warrant Shares or Other Securities subject to this
      Warrant,  the Company shall give written  notice  thereof,  by first class
      mail,  postage prepaid,  addressed to the registered holder at the address
      of such holder as shown on the books of the  Company,  which  notice shall
      state the Applicable Purchase Price resulting from such adjustment and the
      increase or  decrease,  if any,  in the number of Warrant  Shares or Other
      Securities  purchasable  at such price upon the exercise of this  Warrant,
      setting forth in reasonable detail the method of calculation and the facts
      upon which such calculation is based.

            (e) OTHER NOTICES. If at any time:

                  (1) the  Company  shall  declare  any cash  dividend  upon its
Preferred Stock;

                  (2)   there   shall   be   any   capital   reorganization   or
reclassification of the capital stock of the Company; or consolidation or merger
of the  Company  with,  or sale of all or  substantially  all of its  assets to,
another corporation;

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

                  (4) there shall be an IPO;

then,  in any one or more of said cases,  the Company shall give, by first class
mail, postage prepaid, addressed to the Holder of this Warrant at the address of
such  Holder as shown on the books of the  Company,  (a) at least 20 days  prior
written  notice of the date on which the books of the  Company  shall close or a
record  shall be taken for such  dividend or for  determining  rights to vote in
respect of any such  reorganization,  reclassification,  consolidation,  merger,
sale,  dissolution,  liquidation or winding-up,  and (b) in the case of any such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation,  winding-up  or public  offering,  at least 20 days  prior  written
notice of the date when the same shall take place;  provided,  however, that the
Holder shall make a best  efforts  attempt to respond to such notice as early as
possible  after the receipt  thereof.  Any notice given in  accordance  with the
foregoing clause (a) shall also specify,  in the case of any such dividend,  the
date on which the holders of  Preferred  Stock shall be  entitled  thereto.  Any
notice given in accordance with the foregoing  clause (b) shall also specify the
date on which the holders of Preferred Stock shall be entitled to exchange their
Preferred  Stock  for  securities  or  other  property   deliverable  upon  such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation, winding-up, conversion or public offering, as the case may be.

            7. SPECIAL  AGREEMENTS  OF THE COMPANY.  The Company  covenants  and
agrees that it will:

<PAGE>

            (a)  reserve  and  set  apart  and  have  at all  times,  free  from
      preemptive  rights, the number of shares of authorized but unissued Series
      Preferred  Stock  deliverable  upon the exercise of the Warrants,  and the
      number of shares of Common Stock into which such Preferred  Stock shall be
      convertible,  and it will have at all times any other rights or privileges
      provided for herein  sufficient to enable it at any time to fulfill all of
      its obligations hereunder; and

            (b) keep its books open for transfer of any Warrant  and/or  Warrant
      Shares except as otherwise provided by law.

            8. NOTICES. Any notice or other document required or permitted to be
given or  delivered  to  Warrantholders  shall be delivered or sent by certified
mail to each Warrantholder at the last address shown on the books of the Company
maintained  for the registry and transfer of the  Warrants.  Any notice or other
document  required or permitted to be given or delivered to the Company shall be
delivered or sent by certified  mail to the  principal  office of the Company in
Nashua, New Hampshire, or such other address as shall have been furnished to the
Warrantholders by the Company.

            9. NO RIGHTS AS SHAREHOLDERS;  LIMITATION OF LIABILITY. This Warrant
shall not entitle any holder hereof to any of the rights of a stockholder of the
Company. No provision hereof, in the absence of affirmative action by the holder
hereof to purchase shares of Common Stock, and no mere enumeration herein of the
rights or privileges of the holder  hereof,  shall give rise to any liability of
such holder for the Purchase Price or as a stockholder  of the Company,  whether
such liability is asserted by the Company or by creditors of the Company.

            10.  GOVERNING LAW. This Warrant shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware.

            11. SUCCESSORS AND ASSIGNS. The terms and provisions of this Warrant
and the  Agreement  shall  inure to the  benefit  of, and be binding  upon,  the
Company and the holders hereof and their respective successors and assigns.

            12.  MISCELLANEOUS.  This Warrant and any  provision may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party (or any predecessor in interest  thereof) against which enforcement of the
same is sought.  The headings in this Warrant are for purposes of reference only
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

            13.  INDEMNIFICATION.  The Company hereby  indemnifies the holder of
this  Warrant  and of any  Warrant  Shares  issued or  issuable  hereunder,  its
officers and  directors,  and any person who controls the holder of this Warrant
or such  holder of  Warrant  Shares  within  the  meaning  of  Section 15 of the
Securities Act, against all losses,  claims,  damages, and liabilities caused by
any untrue statement of a material fact contained in any registration statement,
prospectus, notification or offering circular (and as amended or supplemented if
the Company shall have furnished any  amendments or supplements  thereto) or any
preliminary  prospectus  or caused by any  omission to state  therein a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading, except insofar as such losses, claims, damages, or

<PAGE>

liabilities  are  caused  by any  untrue  statement  or  omission  contained  in
information furnished in writing to the Company by such holder expressly for use
therein, and each such holder by its acceptance hereof severally and not jointly
agrees  that it will  indemnify  and hold  harmless  the Company and each of its
officers who sign such registration statement and each of its directors and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act with respect to losses,  claims, damages or liabilities which are
caused by any untrue statement or omission contained in information furnished in
writing to the Company by such holder expressly for use therein.

            IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by a duly authorized officer effective as of the ___ day of September, 2003.

                                                    OVATION PRODUCTS CORPORATION


                                                    By:
                                                        ------------------------
                                                        William Zebuhr
                                                        Chief Executive Officer

<PAGE>

                             FULL SUBSCRIPTION FORM

             TO BE EXECUTED BY THE REGISTERED WARRANTHOLDER IF SUCH
            WARRANTHOLDER DESIRES TO EXERCISE, IN FULL, THE WARRANT.

            The undersigned  (the  "Subscriber")  hereby  exercises the right to
purchase _____ shares of Series Preferred Stock covered by the within Warrant at
the date of this  subscription  and herewith  makes payment of the sum of $_____
representing  the  Purchase  Price of $___ per  share in  effect  on this  date.
Certificates for such shares shall be issued in the name of and delivered to the
Subscriber,  unless otherwise specified by written  instructions,  signed by the
Subscriber and accompanying this subscription.

            The  Subscriber  understands  that the Company may be issuing  these
shares  to it in  accordance  with the  exemption  from  registration  under the
Securities  Act of 1933,  as amended (the "Act")  afforded to  transactions  not
involving any public  offering and that such exemption from  registration is not
available if the Subscriber  acquires the shares with a view to  distribution of
said shares in a manner  prohibited by the provisions of the Act. If such shares
have not been  registered  under the Act, then the Subscriber  represents to the
Company that it is acquiring said shares for its own account, and not as nominee
for any other person or entity, for investment and not for distribution.

            The Subscriber  understands  and agrees that the stock  certificates
evidencing the shares will,  unless such shares have been  registered  under the
Act, be stamped with  substantially the following legend and that it will comply
with the terms of said legend:

            "The shares represented by this certificate have not been registered
            under the Securities  Act of 1933 (the "Act"),  but have been issued
            pursuant to an  exemption  thereto.  The  registered  holder of such
            shares has agreed not to effect a  disposition  of such shares until
            either:   (1)  the  holder  has  received  the  opinion  of  counsel
            acceptable  to the Company  that  registration  under the Act is not
            required,  or (2) a  registration  statement  under the Act covering
            such shares and disposition has become effective under the Act."

Dated:  ____________

                                                       Name: ___________________

                                                       Signature _______________

                                                       Address: ________________

                                                       _________________________

<PAGE>

                                    EXHIBIT C

                             SCHEDULE OF EXCEPTIONS

                             SCHEDULE 4.6(A) AND (B)

See the Capitalization Table attached hereto.

                                  SCHEDULE 4.10

WMS  Enterprises  has a security  interest  in all of the assets of the  Company
under its loans to the Company.

                                  SCHEDULE 4.16

The Balance  Sheet as of June 30, 2003  contains  accrued  rent in the amount of
$40,000 payable to Bill Zebuhr, the Chief Executive Officer of the Company,  and
accrued wages in the amount of $71,000 payable to current employees.