EX 4.1

                                                                  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,  PATRICIA HALL. (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 50,000  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".

         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

<PAGE>

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  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

                                      -2-
<PAGE>

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)  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

                                      -3-
<PAGE>

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

                                      -4-
<PAGE>

conversion of such rights,  options or  Convertible  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  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

                                      -5-
<PAGE>

(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.

                                      -6-
<PAGE>

         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,

                                      -7-
<PAGE>

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.


             (b) EACH OF THE PARTIES HEREBY IRREVOCABLY AND

                                      -9-
<PAGE>

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 28, 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-