EX-4.2

                                                                  EXECUTION COPY

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


         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.


                                SHEERVISION, INC.

                            WARRANTS FOR THE PURCHASE
                                       OF
               SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE

NO.

         THIS CERTIFIES that, for consideration,  the receipt and sufficiency of
which are hereby acknowledged,  and other value received,  NORTHEAST SECURITIES,
INC.  (the   "HOLDER")  is  entitled  to  subscribe   for,  and  purchase  from,
SHEERVISION,  INC., a California corporation (the "COMPANY"), upon the terms and
conditions set forth herein,  at any time or from time to time after the Initial
Exercise Date (as herein after defined) until 5:00 P.M. New York City local time
on the fifth  anniversary of the Initial Exercise Date (the "EXERCISE  PERIOD"),
up to an aggregate of 25,000 shares of common stock,  par value $0.001 per share
(the "COMMON STOCK"), of the Company.  This Warrant is initially  exercisable at
$2.70 per  share;  provided,  however,  that upon the  occurrence  of any of the
events  specified  in  Section 5 hereof,  the rights  granted  by this  Warrant,
including  the  exercise  price and the  number of shares of Common  Stock to be
received upon such exercise,  shall be adjusted as therein  specified.  The term
"EXERCISE  PRICE" shall mean,  depending on the  context,  the initial  exercise
price (as set forth above) or the adjusted exercise price per share.


         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.  Each share of Common
Stock issuable upon the exercise  hereof shall be  hereinafter  referred to as a
"WARRANT SHARE".

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         1.       This  Warrant may be  exercised  during the  Exercise  Period,
either in whole or in part,  by the surrender of this Warrant (with the election
at the end  hereof  duly  executed)  to the  Company at its office at 4040 Palos
Verdes North,  Suite 105,  Rolling Hills Estates,  California  90274, or at such
other  place  as is  designated  in  writing  by the  Company,  together  with a
certified  or bank  cashier's  check  payable to the order of the  Company in an
amount equal to the product of the  Exercise  Price and the number of Shares for
which this Warrant is being exercised.

         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  Shares,
notwithstanding  that the transfer  books of the Company shall then be closed or
certificates  representing the Warrant Shares with respect to which this Warrant
was exercised 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 representing 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 Warrant
evidencing  the right of the Holder to  purchase  the  balance of the  aggregate
number of Warrant Shares purchasable  hereunder as to which this Warrant has not
been exercised or assigned.

         3.       Any  Warrants  issued upon the transfer or exercise in part of
this Warrant  shall be numbered and shall be  registered  in a warrant  register
(the "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  of  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
on the books of the Company  only 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,  executor,  administrator,  guardian, or other
legal representative,  duly authenticated evidence of his, her, 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  "SECURITIES  ACT"),  and the rules and
regulations thereunder.

         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  Warrants,  such  number of shares of Common  Stock as
shall, from time to time, be sufficient therefor. The Company covenants that all
Warrant Shares which may be issued upon the

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exercise of the purchase rights  represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant, be duly authorized,  validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
in respect of the issue  thereof  (other  than taxes in respect of any  transfer
occurring  contemporaneously  with such issue),  without any personal  liability
attaching  to the  ownership  thereof and will not be issued in violation of any
preemptive or similar rights of stockholders. The Company further covenants that
its issuance of this Warrant shall constitute full authority to its officers who
are charged with the duty of executing  stock  certificates to execute and issue
the  necessary  certificates  for the Warrant  Shares  upon the  exercise of the
purchase  rights under this Warrant.  The Company will take all such  reasonable
action as may be necessary  to assure that such Warrant  Shares may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements of the trading market upon which the Common Stock may be listed.

         5.       (a)      (i)      The  Exercise  Price  for  the  Warrants  in
effect from time to time, and the number of shares of Common Stock issuable upon
exercise of the Warrants,  shall be subject to  adjustment,  as follows:  in the
event that the  Company  shall at any time after the date  hereof (A)  declare a
dividend on the outstanding Common Stock payable in shares of its capital stock,
(B) subdivide the outstanding  Common Stock, (C) combine the outstanding  Common
Stock into a smaller  number of shares,  or (D) issue any shares of its  capital
stock  by   reclassification   of  the   Common   Stock   (including   any  such
reclassification  in  connection  with a  consolidation  or  merger in which the
Company is the continuing  corporation),  then, in each case, the Exercise Price
per Warrant Share in effect at the time of the record date for the determination
of  stockholders  entitled to receive such  dividend or  distribution  or of the
effective date of such subdivision,  combination,  or reclassification  shall be
adjusted  so that it shall  equal  the  price  determined  by  multiplying  such
Exercise  Price by a  fraction,  the  numerator  of which shall be the number of
shares of Common Stock  outstanding  immediately  prior to such action,  and the
denominator  of which shall be the number of shares of Common Stock  outstanding
after giving effect to such action.  Such adjustment shall be made  successively
whenever any event  listed  above shall occur and shall become  effective at the
close of  business  on such  record date or at the close of business on the date
immediately preceding such effective date, as applicable.

                  (ii)     (A)      If at any  time or from  time to time  after
the original  issuance date of this Warrant,  the Company issues or sells, or is
deemed by the express  provisions of this subsection (i) to have issued or sold,
Additional  Shares of Common  Stock (as defined in  subsection  (ii)(D)  below),
other than as a result of, or in  connection  with,  any  action  referenced  in
Section  5(a)(i)  hereof,  for an  Effective  Price (as  defined  in  subsection
(a)(ii)(D) below) less than the then effective Exercise Price, then in each such
case the then  existing  Exercise  Price shall be reduced,  as of the opening of
business on the date of such issue or sale, to a price determined by multiplying
the then effective Exercise Price by a fraction (i) the numerator of which shall
be (A) the  number of shares of Common  Stock  deemed  outstanding  (as  defined
below) immediately prior to such issue or sale, plus (B) the number of shares of
Common  Stock  which  the  aggregate   consideration  received  (as  defined  in
subsection  (a)(ii)(B)) by the Company for the total number of Additional Shares
of Common Stock so issued  would  purchase at such  Exercise  Price and (ii) the
denominator  of which  shall be the  number of shares  of  Common  Stock  deemed
outstanding (as defined below)

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<PAGE>

immediately  prior to such  issue or sale  plus the total  number of  Additional
Shares of Common Stock so issued.  For the purposes of the  preceding  sentence,
the number of shares of Common Stock deemed to be outstanding as of a given date
shall the number of shares of Common Stock  actually  outstanding  No adjustment
shall be made to the  Exercise  Price in an amount less than one cent per share.
Any  adjustment  otherwise  required  by this  Section  5(a)(ii)(A)  that is not
required  to be made due to the  preceding  sentence  shall be  included  in any
subsequent adjustment to the Exercise Price.

                           (B)      For the  purpose  of making  any  adjustment
required  under this  Section  5(a)(ii)(B),  the  consideration  received by the
Company for any issue or sale of securities  shall (1) to the extent it consists
of cash,  be  computed at the net amount of cash  received by the Company  after
deduction  of  any   underwriting  or  similar   commissions,   compensation  or
concessions paid or allowed by the Company in connection with such issue or sale
but without deduction of any expenses payable by the Company,  (2) to the extent
it consists of property  other than cash,  be computed at the fair value of that
property  as  determined  in good  faith by the Board of  Directors,  and (3) if
Additional  Shares  of Common  Stock,  Convertible  Securities  (as  defined  in
subsection  (a)(ii)(E)(3))  or rights or options to purchase  either  Additional
Shares of Common Stock or  Convertible  Securities  are issued or sold  together
with  other  stock  or   securities  or  other  assets  of  the  Company  for  a
consideration which covers both, be computed as the portion of the consideration
so  received  that may be  reasonably  determined  in good faith by the Board of
Directors to be allocable to such Additional Shares of Common Stock, Convertible
Securities or rights or options.

                           (C)      For the purpose of the  adjustment  required
under this Section  5(a)(ii),  if the Company issues or sells (i) stock or other
securities convertible into, Additional Shares of Common Stock (such convertible
stock or securities  being herein  referred to as  "CONVERTIBLE  SECURITIES") or
(ii) rights or options for the purchase of Additional  Shares of Common Stock or
Convertible  Securities and if the Effective Price of such Additional  Shares of
Common Stock is less than the Exercise Price the Company shall be deemed to have
issued at the time of the  issuance  of such  rights or options  or  Convertible
Securities the maximum number of Additional Shares of Common Stock issuable upon
exercise or  conversion  thereof and to have received as  consideration  for the
issuance  of  such  shares  an  amount   equal  to  the  total   amount  of  the
consideration,  if any,  received by the Company for the issuance of such rights
or  options  or  Convertible  Securities,  plus,  in the case of such  rights or
options,  the minimum amounts of  consideration,  if any, payable to the Company
upon the exercise of such rights or options,  plus,  in the case of  Convertible
Securities, the minimum amounts of consideration, if any, payable to the Company
(other than by  cancellation  of liabilities  or  obligations  evidenced by such
Convertible  Securities)  upon the conversion  thereof;  PROVIDED that if in the
case of Convertible  Securities the minimum amounts of such consideration cannot
be  ascertained,  but are a  function  of  antidilution  or  similar  protective
clauses,  the Company  shall be deemed to have  received the minimum  amounts of
consideration  without  reference to such clauses;  PROVIDED FURTHER that if the
minimum  amount of  consideration  payable to the Company  upon the  exercise or
conversion of rights,  options or Convertible Securities is reduced over time or
on the occurrence or  non-occurrence of specified events other than by reason of
antidilution  adjustments,  the Effective Price shall be recalculated  using the
figure to which  such  minimum  amount of  consideration  is  reduced;  PROVIDED
FURTHER that if the minimum amount of consideration  payable to the Company upon
the exercise or conversion of such rights, options or Convertible

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Securities  is  subsequently  increased,  the  Effective  Price  shall  be again
recalculated using the increased minimum amount of consideration  payable to the
Company upon the exercise or conversion of such rights,  options or  Convertible
Securities.  No further adjustment of the Conversion Exercise,  as adjusted upon
the issuance of such rights, options or Convertible Securities, shall be made as
a result of the actual  issuance  of  Additional  Shares of Common  Stock on the
exercise of any such rights or options or the conversion of any such Convertible
Securities.   If  any  such  rights  or  options  or  the  conversion  privilege
represented by any such Convertible  Securities shall expire without having been
exercised,  the  Exercise  Price as adjusted  upon the  issuance of such rights,
options or  Convertible  Securities  shall be readjusted  to the Exercise  Price
which  would have been in effect had an  adjustment  been made on the basis that
the only Additional  Shares of Common Stock so issued were the Additional Shares
of Common Stock, if any,  actually issued or sold on the exercise of such rights
or options or rights of  conversion  of such  Convertible  Securities,  and such
Additional  Shares  of  Common  Stock,  if any,  were  issued  or  sold  for the
consideration  actually  received by the Company  upon such  exercise,  plus the
consideration,  if any, actually received by the Company for the granting of all
such  rights  or  options,  whether  or not  exercised,  plus the  consideration
received for issuing or selling the Convertible  Securities  actually converted,
plus the consideration,  if any, actually received by the Company (other than by
cancellation  of  liabilities  or  obligations  evidenced  by  such  Convertible
Securities) on the conversion of such Convertible Securities, PROVIDED that such
readjustment shall not apply to prior conversions of Notes or Warrants.

                           (D)      "ADDITIONAL  SHARES OF COMMON  STOCK"  shall
mean all  shares of Common  Stock  issued by the  Company or deemed to be issued
pursuant to this Section 5(a)(ii),  other than (1) shares of Common Stock issued
upon conversion of the Notes or the Warrants,  (2) shares of Common Stock issued
as a result of, or in connection with, any action  referenced in Section 5(a)(i)
hereof,  and (3) issuances of equity securities to employees or consultants,  of
the Company in one or more  transaction(s)  approved by Board of Directors or in
mergers or acquisitions approved by the Board of Directors. References to Common
Stock in the  subsections  of this  clause  (D) above  shall  mean all shares of
Common  Stock  issued by the  Company  or deemed to be issued  pursuant  to this
Section  5(a)(ii).  The "EFFECTIVE  PRICE" of Additional  Shares of Common Stock
shall mean the quotient  determined  by dividing the total number of  Additional
Shares of Common Stock issued or sold,  or deemed to have been issued or sold by
the  Company  under this  Section  5(a)(ii),  into the  aggregate  consideration
received,  or deemed to have been  received  by the Company for such issue under
this Section 5(a)(ii)(D), for such Additional Shares of Common Stock.

                           (E)      Further,   in  the   event   of   any   such
adjustment, the number of Warrant Shares shall be adjusted to equal the quotient
of (1) divided by (2),  where (1) equals the product of number of Warrant Shares
issuable upon the exercise of this Warrant  immediately prior to such adjustment
multiplied  by the Exercise  Price per Warrant Share  immediately  prior to such
adjustment,  and where (2) equals the Exercise Price immediately  following such
adjustment.

                  (b)      As used herein, the Current Market Price per share of
Common Stock on any date shall be deemed to be the average of the daily  closing
prices for the 30  consecutive  trading days  immediately  preceding the date in
question. The closing price for each day shall be the last

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reported  sales price  regular way or, in case no such reported sale takes place
on such day, the closing bid price  regular way, in either case on the principal
national  securities  exchange  (including,  for  purposes  hereof,  the  Nasdaq
National  Market) on which the Common Stock is listed or admitted to trading or,
if the  Common  Stock is not  listed or  admitted  to  trading  on any  national
securities  exchange,  the highest  reported  bid price for the Common  Stock as
furnished by the National  Association of Securities  Dealers,  Inc. through the
Nasdaq SmallCap  Market or a similar  organization if the Nasdaq SmallCap Market
is no longer reporting such information.  If, on any such date, the Common Stock
is not listed or admitted to trading on any national  securities exchange and is
not  quoted on the  Nasdaq  SmallCap  Market or any  similar  organization,  the
Current  Market  Price shall be deemed to be the fair value of a share of Common
Stock on such date, as determined in good faith by the Board of Directors of the
Company, absent manifest error.

                  (c)      All  calculations  under this Section 5 shall be made
to the nearest cent or to the nearest  one-hundredth of a share, as the case may
be.

                  (d)      In any case in which  this  Section  5 shall  require
that an  adjustment  in the number of Warrant  Shares be made  effective as of a
record date for a  specified  event,  the Company may elect to defer,  until the
occurrence of such event,  issuing to the Holder,  if the Holder  exercised this
Warrant after such record date, the Warrant Shares,  if any,  issuable upon such
exercise over and above the number of Warrant Shares issuable upon such exercise
on the basis of the number of shares of Common  Stock  outstanding  or in effect
prior to such adjustment;  provided,  however, that the Company shall deliver to
the Holder a due bill or other  appropriate  instrument  evidencing the Holder's
right to receive such  additional  shares of Common Stock upon the occurrence of
the event requiring such adjustment.

                  (e)      Whenever  there shall be an adjustment as provided in
this Section 5, the Company shall within 15 days thereafter cause written notice
thereof to be sent by  registered or certified  mail,  postage  prepaid,  to the
Holder, at its address as it shall appear in the Warrant Register,  which notice
shall be  accompanied  by an officer's  certificate  setting forth the number of
Warrant Shares issuable and the Exercise Price thereof after such adjustment and
setting forth a brief  statement of the facts  requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any such adjustment absent manifest error.

                  (f)      The Company shall not be required to issue  fractions
of  shares  of  Common  Stock or other  capital  stock of the  Company  upon the
exercise of this  Warrant.  If any fraction of a share of capital stock would be
issuable on the exercise of this Warrant (or specified  portions  thereof),  the
Company  shall  purchase  such  fraction for an amount in cash equal to the same
fraction of the Current  Market  Price of such share of Common Stock on the date
of exercise of this Warrant.

                  (g)      No adjustment in the Exercise Price per Warrant Share
shall be required if such adjustment is less than $.005; provided, however, that
any  adjustments  which by reason of this  Section 5 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.

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         6.       (a)      In case of any capital reorganization,  other than in
the cases referred to in Section 5(a) hereof,  or the consolidation or merger of
the  Company  with  or  into  another   corporation  (other  than  a  merger  or
consolidation in which the Company is the continuing  corporation and which does
not result in any  reclassification of the outstanding shares of Common Stock or
the conversion of such  outstanding  shares of Common Stock into shares of other
stock or other  securities or property),  or in the 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 actions being
hereinafter   collectively  referred  to  as  "REORGANIZATIONS"),   there  shall
thereafter be  deliverable  upon exercise of this Warrant (in lieu of the number
of  Warrant  Shares  theretofore  deliverable)  the number of shares of stock or
other  securities  or  property  to which a holder of the  respective  number of
Warrant Shares which would otherwise have been  deliverable upon the exercise of
this Warrant would have been entitled upon such  Reorganization  if this Warrant
had been exercised in full immediately prior to such Reorganization.  In case of
any Reorganization,  appropriate adjustment,  as determined in good faith by the
Board of  Directors  of the  Company,  shall be made in the  application  of the
provisions  herein set forth with  respect  to the rights and  interests  of the
Holder so that the provisions  set forth herein shall  thereafter be applicable,
as nearly as possible,  in relation to any shares or other  property  thereafter
deliverable upon exercise of this Warrant. Any such adjustment shall be made by,
and set forth in, a supplemental agreement between the Company, or any successor
thereto,  and the  Holder,  with  respect  to this  Warrant,  and  shall for all
purposes  hereof  conclusively  be deemed to be an appropriate  adjustment.  The
Company shall not effect any such  Reorganization  unless,  upon or prior to the
consummation thereof, the successor corporation, or, if the Company shall be the
surviving  corporation in any such  Reorganization  and is not the issuer of the
shares of stock or other  securities  or property to be  delivered to holders of
shares of the Common Stock outstanding at the effective time thereof,  then such
issuer,  shall assume by written  instrument  the  obligation  to deliver to the
Holder such shares of stock, securities,  cash, or other property as such holder
shall be entitled to purchase in accordance  with the foregoing  provisions.  In
the  event  of  sale,   lease,  or  conveyance  or  other  transfer  of  all  or
substantially all of the assets of the Company as part of a plan for liquidation
of the  Company,  all rights to exercise  this Warrant  shall  terminate 30 days
after the Company gives written notice to the Holder and each registered  holder
of  a  Warrant  that  such  sale  or  conveyance  or  other  transfer  has  been
consummated.

         (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 a  specified  par  value  to no 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 or
holders of this Warrant 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
Warrant  Shares for which this  Warrant  might have been  exercised  immediately
prior to such reclassification, change,

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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.

         7.       In case at any time the Company shall propose:

         (a)      to 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

         (b)      to 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

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

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

         (e)      to take any other  action which would cause an  adjustment  to
the Exercise Price per Warrant Share;

then,  and in any one or more of such  cases,  the  Company  shall give  written
notice thereof by registered or 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 action which would require
an adjustment to the Exercise Price per Warrant Share.

         8.       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

                                     - 8 -
<PAGE>

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.

         9.       Unless  registered,  the Warrant  Shares issued on exercise of
the Warrants  shall be subject to a stop transfer  order and the  certificate or
certificates representing the Warrant Shares shall bear the following legend:

         THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
         SECURITIES LAWS AND MAY NOT BE OFFERED,  SOLD,  PLEDGED,  ASSIGNED,  OR
         OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION  STATEMENT WITH RESPECT
         THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE  STATE
         SECURITIES  LAWS, OR (2) THE COMPANY  RECEIVES AN OPINION OF COUNSEL TO
         THE  HOLDER OF THIS  WARRANT  OR SUCH  SECURITIES,  WHICH  COUNSEL  AND
         OPINION ARE REASONABLY  SATISFACTORY TO THE COMPANY,  THAT THIS WARRANT
         OR SUCH  SECURITIES,  AS  APPLICABLE,  MAY BE OFFERED,  SOLD,  PLEDGED,
         ASSIGNED,  OR OTHERWISE  TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT
         AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER  THE  SECURITIES  ACT  OR
         APPLICABLE STATE SECURITIES LAWS.

         10.      The  Company  covenants  that upon  receipt by the  Company of
evidence  reasonably  satisfactory  to it of the  loss,  theft,  destruction  or
mutilation  of this  Warrant or any stock  certificate  relating  to the Warrant
Shares,  and in case of loss,  theft or  destruction,  of  indemnity or security
reasonably  satisfactory  to it (which,  in the case of the  Warrant,  shall not
include the posting of any bond),  and upon surrender and  cancellation  of such
Warrant or stock certificate,  if mutilated, the Company will make and deliver a
new Warrant or stock  certificate of like date, tenor and denomination , in lieu
of such Warrant or stock certificate

         11.      (a)      The Holder of any 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.

                  (b)      No provision  hereof,  in the absence of  affirmative
action by Holder to Warrant Shares,  and no enumeration  herein of the rights or
privileges of Holder hereof, shall give rise to any liability of such Holder for
the purchase price of any Common Stock or as a stockholder  of Company,  whether
such liability is asserted by Company or by creditors of Company.

         12.      (a)      This Warrant  shall be construed in  accordance  with
the laws of the State of California  applicable to contracts  made and performed
within such State, without regard to principles of conflicts of law.

                                     - 9 -
<PAGE>

                  (b)      EACH   OF  THE   PARTIES   HEREBY   IRREVOCABLY   AND
UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF CALIFORNIA  AND OF THE FEDERAL  COURTS  SITTING IN THE STATE OF CALIFORNIA IN
ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF
THE PARTIES AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT MUST BE LITIGATED EXCLUSIVELY IN ANY SUCH STATE OR, TO THE EXTENT
PERMITTED  BY LAW,  FEDERAL  COURT  THAT SITS IN THE  COUNTY OF LOS  ANGELES  OR
ORANGE,  AND ACCORDINGLY,  EACH PARTY IRREVOCABLY  WAIVES ANY OBJECTION WHICH IT
MAY NOW OR  HEREAFTER  HAVE TO THE  LAYING  OF THE  VENUE OF ANY SUCH  ACTION OR
PROCEEDING IN ANY SUCH COURT. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO SERVICE
OF PROCESS IN THE MANNER  PROVIDED FOR NOTICES IN SECTION 5.05.  NOTHING IN THIS
AGREEMENT OR ANY OTHER  TRANSACTION  DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY
TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.



                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                     - 10 -
<PAGE>

                  (c)      EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING  DIRECTLY OR INDIRECTLY  ARISING OUT OF OR RELATING
TO THIS AGREEMENT,  OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT,  TORT OR ANY OTHER THEORY). EACH OF THE PARTIES (1) CERTIFIES
THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND (2)  ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.



Dated: September 19, 2005

                                               SHEERVISION, INC.


                                               BY: /s/ Suzanne Lewsadder
                                                   -----------------------------
                                                      NAME:  Suzanne Lewsadder
                                                      TITLE: CEO



[Seal]


/s/ Suzanne Lewsadder
-------------------------
Secretary

                                     - 11 -
<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 $0.001 per share,  of  SheerVision,  Inc., a California
corporation (the "Company"),  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_______________________



                                     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.


                                     - 12 -
<PAGE>

                              ELECTION TO EXERCISE

To:      SheerVision, Inc.

         The  undersigned  hereby  exercises his, her, or its rights to purchase
shares of Common  Stock,  par value  $0.001 per share (the "Common  Stock"),  of
SheerVision,  Inc., a California  corporation  (the  "Company"),  covered by the
within Warrant and tenders payment  herewith in the amount of  $____________  in
accordance  with the terms  thereof,  and  requests  that  certificates  for the
securities  constituting  such shares of Common  Stock be issued in the name of,
and delivered to:








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


and, if such  number of shares of Common  Stock  shall not  constitute  all such
shares of Common Stock covered by the within Warrant, that a new Warrant for the
balance of the shares of Common  Stock  covered by the within  Warrant  shall be
registered  in the name of, and  delivered  to, the  undersigned  at the address
stated below.


Dated: __________________                   Name________________________
                                                  (Print)

Address:



                                            _________________________
                                                (Signature)

                                     - 13 -