Exhibit  4.5
------------
                                WARRANT AGREEMENT

     WARRANT  AGREEMENT  dated  as  of  ______________  between  HYPERDYNAMICS
CORPORATION,  a  Delaware  corporation  (the  "Company"),  and  the  undersigned
purchaser ("Purchaser") of shares of the Company's Series A Preferred Stock (the
"Preferred  Stock").

                              W I T N E S S E T H :
                              - - - - - - - - - -

     WHEREAS, the Company has agreed to issue to Purchaser warrants ("Warrants")
to  purchase  up  to  _____________ shares (the "Shares") of common stock of the
Company,  $.001 par value per share (the "Common Stock") in connection with that
certain  Regulation  D  Subscription Agreement of the Company (the "Subscription
Agreement");  and

     NOW, THEREFORE, in consideration of the premises, the agreements herein set
forth  and other good and valuable consideration, the receipt and sufficiency of
which  are  hereby  acknowledged,  the  parties  hereto  agree  as  follows:

      1.      Grant.
              -----

     Purchaser and/or its designees are hereby granted the right to purchase, at
any time from the date of this Agreement until 5:00 P.M., Atlanta, Georgia time,
on  January 6, 2005 (the "Warrant Exercise Term"), up to _________________shares
at  an  initial  Exercise  Price (subject to adjustment as provided in Article 7
hereof)  of  $7.091.

       2..     Warrant  Certificates.

     The  warrant  certificates (the "Warrant Certificates") delivered and to be
delivered  pursuant  to this Agreement shall be in the form set forth as Exhibit
A,  attached  hereto  and  made a part hereof, with such appropriate insertions,
omissions,  substitutions  and other variations as required or permitted by this
Agreement.

       3.     Exercise  of  Warrants.

     The  Exercise  Price  may  be  paid in cash or by check to the order of the
Company,  or any combination of cash or check, subject to adjustment as provided
in Article 7 hereof.  Upon surrender of the Warrant Certificate with the annexed
Form  of  Election  to  Purchase  duly  executed,  together  with payment of the
Exercise  Price  (as  hereinafter  defined)  for  the  Shares  purchased, at the
Company's  executive  offices  (currently located at 2656 South Loop West, Suite
103,  Houston,  TX  77054),  the  registered  holder  of  a  Warrant Certificate
("Holder"  or  "Holders")  shall  be  entitled  to  receive  a  certificate  or
certificates  for  the  Shares so purchased.  The purchase rights represented by
each  Warrant Certificate are exercisable at the option of the Holder hereof, in
whole  or in part (but not as to fractional shares of the Common Stock).  In the
case  of  the purchase of less than all the Shares purchasable under any Warrant
Certificate,  the  Company  shall  cancel  said  Warrant  Certificate  upon  the
surrender  thereof  and  shall  execute and deliver a new Warrant Certificate of
like  tenor  for  the  balance  of  the  Shares  to  be  purchased  thereunder.


<PAGE>
       4.     Issuance  of  Certificates.

     Upon  the exercise of the Warrants in accordance with the terms hereof, the
issuance  of  certificates  for  the  Shares shall be made forthwith (and in any
event  within  five  (5)  business days thereafter) without charge to the Holder
thereof  including,  without limitation, any tax which may be payable in respect
of  the  issuance thereof, and such certificates shall be issued in the name of,
or  in  such names as may be directed by, the Holder thereof; provided, however,
that  the  Company  shall not be required to pay any tax which may be payable in
respect  of  any  transfer  involved  in  the  issuance and delivery of any such
certificates  in  a name other than that of the Holder and the Company shall not
be  required to issue or deliver such certificates unless or until the person or
persons  requesting  the  issuance  thereof  shall  have paid to the Company the
amount of such tax or shall have established to satisfaction of the Company that
such  tax  has  been  paid.

     The Warrant Certificates and the certificates representing the Shares shall
be executed on behalf of the Company by the manual or facsimile signature of the
present or any future Chairman or Vice Chairman of the Board of Directors, Chief
Executive  Officer  or  President  or  Vice  President  of the Company under its
corporate  seal  reproduced  thereon,  attested  to  by  the manual or facsimile
signature  of  the present or any future Secretary or Assistant Secretary of the
Company.  Warrant  Certificates  shall  be  dated  the  date of execution by the
Company  upon  initial  issuance,  division, exchange, substitution or transfer.
The  Warrant  Certificates  and,  upon  exercise  of the Warrants, in part or in
whole,  certificates  representing  the Shares shall bear a legend substantially
similar  to  the  following:

"The  securities  represented by this certificate have not been registered under
the  Securities  Act  of 1933, as amended (the "Act"), and may not be offered or
sold  except  (i) pursuant to an effective registration statement under the Act,
or (ii) upon the delivery by the holder to the Company of an opinion of counsel,
reasonably satisfactory to counsel to the issuer, stating that an exemption from
registration  under  such  Act  is  available."

       5.     Price.

       5.1     Initial  and Adjusted Exercise Price.  The initial Exercise Price
               ------------------------------------
of each Warrant shall be $7.091 per Share.  The adjusted Exercise Price shall be
the  price  which shall result from time to time from any and all adjustments of
the  initial  Exercise  Price  in  accordance  with  the provisions of Article 7
hereof.

       5.2     Exercise  Price.  The term "Exercise Price" herein shall mean the
               ---------------
initial  Exercise  Price  or  the  adjusted  Exercise  Price, depending upon the
context.
       6.     Registration  Rights.

       6.1     Not  Registered  Under  the Securities Act of 1933.  The Warrants
               --------------------------------------------------
and  the  Shares  have  not  been  registered  as of the date of issuance of the
Warrants  under  the  Securities  Act  of  1933,  as  amended  ("the  Act").


<PAGE>
       6.2     Registrable  Securities.  As  used  herein  the term "Registrable
               -----------------------
Security"  means  each  of  the Shares underlying the Warrants and any shares of
Common  Stock  issued  upon any stock split or stock dividend in respect of such
Shares;  provided,  however,  that  with  respect  to any particular Registrable
Security, such security shall cease to be a Registrable Security when, as of the
date  of  determination,  (i)  it  has  been  effectively  registered  under the
Securities  Act  and  disposed  of pursuant thereto, (ii) registration under the
Securities  Act  is  no longer required for the immediate public distribution of
such  security  or (iii) it has ceased to be outstanding.  The term "Registrable
Securities"  means any and/or all of the securities falling within the foregoing
definition  of  a  "Registrable  Security."  In  the  event  of  any  merger,
reorganization,  consolidation,  recapitalization  or other change  in corporate
structure  affecting  the  Common  Stock,  such  adjustment shall be made in the
definition  of  "Registrable Security" as is appropriate in order to prevent any
dilution  or  enlargement  of  the  rights  granted  pursuant to this Article 6.

  6.3     Registration  Rights.  Holders  of  Registrable  Securities  hereunder
          --------------------
shall have the right to register the Registrable Securities at the time that the
Company  registers  the shares of common stock underlying the Series A Preferred
Stock  issued  in  connection  with  the  Subscription  Agreement.

       7.     Adjustments  of  Exercise  Price  and  Number  of  Shares.
              ----------------------------------------------------------

     7.1     Adjustments.  The Exercise Price and the number of shares of Common
             -----------
Stock issuable upon exercise of each Warrant shall be subject to adjustment from
time  to  time  as  follows:

(i)     Stock  Dividends; Stock Splits; Reverse Stock Splits; Reclassifications.
        -----------------------------------------------------------------------
In case the Company shall (a) pay a dividend with respect to its Common Stock in
shares  of  capital stock, (b) subdivide its outstanding shares of Common Stock,
(c)  combine  its  outstanding  shares  of Common Stock into a smaller number of
shares of any class of Common Stock or (d) issue any shares of its capital stock
in  a  reclassification of the Common Stock (including any such reclassification
in  connection  with  a  consolidation  or  merger  in  which the Company is the
continuing  corporation),  other  than elimination of par value, a change in par
value,  or  a change from par value to no par value (any one of which actions is
herein  referred  to  as  an "Adjustment Event"), the number of shares of Common
Stock  purchasable upon exercise of each Warrant immediately prior to the record
date  for  such  Adjustment  Event  shall  be  adjusted so that the Holder shall
thereafter  be entitled to receive the number of shares of Common Stock or other
securities  of the Company (such other securities thereafter enjoying the rights
of shares of Common Stock under this Warrant Certificate) that such Holder would
have  owned  or  have  been  entitled  to  receive  after  the happening of such
Adjustment  Event,  had  such  Warrant  been  exercised immediately prior to the
happening  of such Adjustment Event or any record date with respect thereto.  An
adjustment  made  pursuant  to  this  Section  7.1(i)  shall  become  effective
immediately after the effective date of such Adjustment Event retroactive to the
record  date,  if  any,  for  such  Adjustment  Event.

(ii)     Adjustment  of Exercise Price.  Whenever the number of shares of Common
         -----------------------------
Stock  purchasable  upon  the  exercise  of each Warrant is adjusted pursuant to
Section  7.1(i),  the Exercise Price for each share of Common Stock payable upon
exercise  of  each  Warrant  shall  be  adjusted  to  the  nearest full Share by
multiplying  such  Exercise  Price  immediately  prior  to  such adjustment by a
fraction,  the  numerator of which shall be the number of shares of Common Stock
purchasable  upon  the  exercise  of  each  Warrant  immediately  prior  to such
adjustment, and the denominator of which shall be the number of shares of Common
Stock  so  purchasable  immediately  thereafter.


<PAGE>
(iii)     De  Minimis  Adjustments.  No  adjustment  in  the  Exercise Price and
          ------------------------
number  of shares of Common Stock purchasable hereunder shall be required unless
such  adjustment  would require an increase or decrease of at least $0.15 in the
Exercise  Price; provided, however, that any adjustments which by reason of this
Section  7.1(iii) are not required to be made shall be carried forward and taken
into  account  in  any subsequent adjustment.  All calculations shall be made to
the  nearest  full  share.

     7.2     Notice  of  Adjustment.  Whenever  the  number  of shares of Common
             ----------------------
Stock  purchasable  upon  the  exercise of each Warrant or the Exercise Price is
adjusted,  as  herein  provided, the Company shall promptly notify the Holder in
writing  (such writing referred to as an "Adjustment Notice") of such adjustment
or  adjustments  and  shall deliver to such Holder a statement setting forth the
number  of  shares of Common Stock purchasable upon the exercise of each Warrant
and the Exercise Price after such adjustment, setting forth a brief statement of
the  facts  requiring such adjustment and setting forth the computation by which
such  adjustment  was  made.

     7.3     Statement  on  Warrant  Certificates.  The  form  of  this  Warrant
             ------------------------------------
Certificate  need  not be changed because of any change in the Exercise Price or
in  the  number  or  kind  of shares purchasable upon the exercise of a Warrant.
However,  the  Company may at any time in its sole discretion make any change in
the  form  of the Warrant Certificate that it may deem appropriate and that does
not  affect the substance thereof and any Warrant Certificate thereafter issued,
whether  in  exchange or substitution for any outstanding Warrant Certificate or
otherwise,  may  be  in  the  form  so  changed.

       8.     Exchange  and  Replacement  of  Warrant  Certificates.

     Each  Warrant  Certificate  is  exchangeable  without  expense,  upon  the
surrender  hereof  by the registered Holder at the principal executive office of
the  Company,  for a new Warrant Certificate of like tenor and date representing
in  the  aggregate  the  right  to  purchase  the  same number of Shares in such
denominations  as  shall be designated by the Holder thereof at the time of such
surrender.

     Upon  receipt  by  the Company of evidence reasonably satisfactory to it of
the  loss,  theft, destruction or mutilation of any Warrant Certificate, and, in
case  of  loss,  theft  or  destruction,  of  indemnity  or  security reasonably
satisfactory  to it, and reimbursement to the Company of all reasonable expenses
incidental  thereto,  and  upon  surrender  and cancellation of the Warrants, if
mutilated,  the  Company will make and deliver a new Warrant Certificate of like
tenor,  in  lieu  thereof.

       9.     Elimination  of  Fractional  Interests.

     The  Company  shall  not  be  required  to  issue certificates representing
fractions  of shares of Common Stock and shall not be required to issue scrip or
pay  cash  in  lieu  of fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up to
the  nearest  whole  number  of  shares  of  Common  Stock.


<PAGE>
      10.     Reservation  of  Securities.

     The  Company  shall  at  all  times  reserve  and keep available out of its
authorized  shares  of Common Stock, solely for the purpose of issuance upon the
exercise  of  the  Warrants,  such  number of shares of Common Stock as shall be
issuable upon the exercise thereof.  The Company covenants and agrees that, upon
exercise  of the Warrants and payment of the Exercise Price therefor, all shares
of  Common  Stock  issuable upon such exercise shall be duly and validly issued,
fully  paid,  non-assessable  and  not  subject  to the preemptive rights of any
shareholder.


      11.     Notices  to  Warrant  Holders.

     Nothing  contained  in this Agreement shall be construed as conferring upon
the  Holder or Holders the right to vote or to consent or to receive notice as a
shareholder  in  respect  of  any  meetings  of shareholders for the election of
directors  or  any  other  matter,  or  as  having  any  rights  whatsoever as a
shareholder of the Company.  If, however, at any time prior to the expiration of
the  Warrants  and  their  exercise,  any  of  the following events shall occur:

     (a).1.1     the Company shall take a record of the holders of its shares of
Common  Stock  for  the  purpose  of  entitling  them  to  receive a dividend or
distribution  payable otherwise than in cash, or a cash dividend or distribution
payable  otherwise than out of current or retained earnings, as indicated by the
accounting  treatment  of  such  dividend  or  distribution  on the books of the
Company;  or

(b).1.2     the  Company  shall offer to all the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or  warrant  to  subscribe  therefor;  or

(c).1.3     a  dissolution, liquidation or winding up of the Company (other than
in  connection with a consolidation or merger) or a sale of all or substantially
all  of  its  property,  assets  and  business as an entirety shall be proposed;

then,  in  any one or more of said events, the Company shall give written notice
to  the Holders of such event at least fifteen (15) days prior to the date fixed
as a record date or the date of closing the transfer books for the determination
of  the  shareholders  entitled  to  such dividend, distribution, convertible or
exchangeable securities or subscription rights, options or warrants, or entitled
to  vote  on  such  proposed dissolution, liquidation, winding up or sale.  Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be.  Failure to give such notice or any defect therein shall not
affect  the  validity  of any action taken in connection with the declaration or
payment of any such dividend or distribution, or the issuance of any convertible
or  exchangeable  securities or subscription rights, options or warrants, or any
proposed  dissolution,  liquidation,  winding  up  or  sale.

      12.     Notices.

     All notices, requests, consents and other communications hereunder shall be
in  writing  and  shall  be deemed to have been duly made when delivered, or two
days  after  it  is  mailed  by  registered  or  certified  mail, return receipt
requested:

     (a).1.1     If  to  a  registered Holder of the Warrants, to the address of
such  Holder  as  shown  on  the  books  of  the  Company;  or
(a).1.2     If  to  the  Company,  to the address set forth in Section 3 of this
Agreement or to such other address as the Company may designate by notice to the
Holders.


<PAGE>
      13.     Supplements  and  Amendments.

The  Company  and  Purchaser  may  from  time  to  time supplement or amend this
Agreement  without  the approval of any Holders of Warrant Certificates in order
to  cure  any ambiguity, to correct or supplement any provision contained herein
which  may  be  defective or inconsistent with any provisions herein, or to make
any  other  provisions in regard to matters or questions arising hereunder which
the  Company and Purchaser may deem necessary or desirable and which the Company
and  Purchaser  deem  not  to  adversely  affect the interests of the Holders of
Warrant  Certificates.

      14.     Successors.

     All the covenants and provisions of this Agreement by or for the benefit of
the  Company and the Holders inure to the benefit of their respective successors
and  assigns  hereunder.

      15.     Termination.

     This Agreement shall terminate at the close of business on January 6, 2005.
Notwithstanding the foregoing, this Agreement will terminate on any earlier date
when  all Warrants have been exercised and all the Shares issuable upon exercise
of  the  Warrants  have  been  resold to the public; provided, however, that the
provisions  of  Article  6  shall  survive  such  termination until the close of
business  on  January  6,  2005.

      16.     Governing  Law.
     This  Agreement  and  each  Warrant  Certificate  issued hereunder shall be
deemed to be a contract made under the laws of the State of Delaware and for all
purposes  shall  be  construed  in  accordance  with  the  laws  of  said State.

      17.     Benefits  of  This  Agreement.

     Nothing  in  this  Agreement  shall  be  construed to give to any person or
corporation other than the Company and Purchaser and any other registered holder
or  holders  of  the  Warrant  Certificates, Warrants or the Shares any legal or
equitable  right, remedy or claim under this Agreement; and this Agreement shall
be  for  the  sole  and exclusive benefit of the Company and any other holder or
holders  of  the  Warrant  Certificates,  Warrants  or  the  Shares.

      18.     Limited  Transferability.

     The  Warrants shall be transferable or assignable by Purchaser, in whole or
in part, only (i) to any successor firm or corporation of Purchaser, (ii) to any
of  the directors, officers, employees, attorneys, consultants, partners, agents
or  subsidiaries of Purchaser or of any such successor firm or (iii) in the case
of  an  individual, pursuant to such individual's last will and testament or the
laws  of  descent and distribution and is so transferable only upon the books of
the  Company which it shall cause to be maintained for the purpose.  The Company
may  treat  the  registered  holder  of  the Warrants as he or it appears on the
Company's  books  at any time as the Holder for all purposes.  The Company shall
permit  any  holder  of  a Warrant or his duly authorized attorney, upon written
request  during  ordinary  business  hours, to inspect and copy or make extracts
from  its  books  showing  the  registered  holders  of  the  Warrants.

      19.     Counterparts.

     This  Agreement  may  be executed in any number of counterparts and each of
such  counterparts  shall for all purposes be deemed to be an original, and such
counterparts  shall  together  constitute  but  one  and  the  same  instrument.
                          (continued on following page)

<PAGE>
     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed,  as  of  the  day  and  year  first  above  written.

                                          HYPERDYNAMICS  CORPORATION

                                          By:_________________________
                                          Name:_______________________
                                          Title:______________________
Attest:______________________
Name:________________________
Title:_______________________

                                          PURCHASER:

                                          By:_________________________
                                          Name:_______________________
                                          Title:______________________
Attest:______________________
Name:________________________
Title________________________


<PAGE>
EXHIBIT  A

THE  WARRANTS  REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO  THE  DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
ISSUER, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
THE  TRANSFER  OR  EXCHANGE  OF  THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED  IN  ACCORDANCE  WITH  THE  WARRANT  AGREEMENT  REFERRED  TO  HEREIN.

                            EXERCISABLE ON OR BEFORE
                5:00 P.M., ATLANTA, GEORGIA TIME, JANUARY 6, 2005

No.  A-1     _____  Warrants

                               WARRANT CERTIFICATE

     This  Warrant  Certificate  certifies  that  _____________________  is  the
registered  holder  of  _________  Warrants  to  purchase,  at  any  time  from
___________________  until  5:00  P.M.  Atlanta, Georgia time on January 6, 2005
("Expiration  Date"),  up  to  _________  shares  ("Shares")  of  fully-paid and
non-assessable  common stock, $.001 par value ("Common Stock"), of Hyperdynamics
Corporation,  a  Delaware  corporation  (the "Company"), at the initial exercise
price, subject to adjustment in certain events (the "Exercise Price"), of $_____
per Share upon surrender of this Warrant Certificate and payment of the Exercise
Price  at  an office or agency of the Company, but subject to the conditions set
forth  herein  and  in  the  warrant  agreement  dated as of ________ ____, ____
between  the  Company  and  _____________________  (the  "Warrant  Agreement").
Payment  of  the Exercise Price may be made in cash, or by certified or official
bank check in New York Clearing House funds payable to the order of the Company,
or  any  combination  of  cash  or  check.

No  Warrant  may  be  exercised  after  5:00 P.M., Atlanta, Georgia time, on the
Expiration  Date,  at which time all Warrants evidenced hereby, unless exercised
prior  thereto,  shall  thereafter  be  void.

The Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue  of  Warrants  issued  pursuant  to  the  Warrant Agreement, which Warrant
Agreement  is  hereby  incorporated  by  reference  in  and  made a part of this
instrument  and is hereby referred to in a description of the rights, limitation
of  rights, obligations, duties and immunities thereunder of the Company and the
holders  (the  words  "holders"  or  "holder"  meaning the registered holders or
registered  holder)  of  the  Warrants.

<PAGE>
     The  Warrant Agreement provides that upon the occurrence of certain events,
the  Exercise Price and/or number of the Company's securities issuable thereupon
may,  subject  to  certain  conditions, be adjusted.  In such event, the Company
will,  at the, request of the holder, issue a new Warrant Certificate evidencing
the  adjustment  in  the Exercise Price and the number and/or type of securities
issuable  upon the exercise of the Warrants; provided, however, that the failure
of  the  Company  to  issue  such  new Warrant Certificates shall not in any way
change, alter, or otherwise impair, the rights of the holder as set forth in the
Warrant  Agreement.

     Upon  due  presentment  for  registration  of  transfer  of  this  Warrant
Certificate  at an office or agency of the Company, a new Warrant Certificate or

Warrant Certificates of like tenor and evidencing in the aggregate a like number
of  Warrants  shall  be  issued to the transferees) in exchange for this Warrant
Certificate,  subject  to  the  limitations  provided  herein and in the Warrant
Agreement,  without  any charge except for any tax, or other governmental charge
imposed  in  connection  therewith.

Upon  the  exercise  of  less  than  all  of  the  Warrants  evidenced  by  this
Certificate,  the  Company  shall  forthwith  issue  to  the holder hereof a new
Warrant  Certificate  representing  such  number  of  unexercised  Warrants.
The  Company  may deem and treat the registered holder(s) hereof as the absolute
owner(s)  of this Warrant Certificate (notwithstanding any notation of ownership
or other writing hereon made by anyone), for the purpose of any exercise hereof,
and of any distribution to the holder(s) hereof, and for all other purposes, and
the  Company  shall  not  be  affected  by  any  notice  to  the  contrary.
All  terms  used  in  this  Warrant Certificate which are defined in the Warrant
Agreement  shall  have  the  meanings assigned to them in the Warrant Agreement.
IN  WITNESS  WHEREOF, the Company has caused this Warrant Certificate to be duly
executed  under  its  corporate  seal.

Dated:  _______________                   HYPERDYNAMICS  CORPORATION

                                          By:_________________________
                                          Name:_______________________
                                          Title:______________________
Attest:______________________
Name:________________________
Title:_______________________


<PAGE>
                         [FORM OF ELECTION TO PURCHASE]

The  undersigned hereby irrevocably elects to exercise the right, represented by
this  Warrant Certificate, to purchase ____________  Shares and herewith tenders
in payment for such Shares cash or a certified or official bank check payable to
the  order of ______________________________. in the amount of $_______________,
all  in  accordance  with  the  terms  hereof.  The  undersigned requests that a
certificate  for  such  Shares  be  registered  in  the  name  of
_____________________________________________________,  whose  address  is
_______________________________________________________________,  and  that such
Certificate  be delivered to ____________________________________________, whose
address  is  _______________________________________________________________.


Dated:_________________________             Signature:__________________________

(Signature  must  conform  in all respects to name of holder as specified on the
face  of  the  Warrant  Certificate.)

(Insert  Social  Security  or  Other
Identifying  Number  of  Holder)


<PAGE>
                              [FORM OF ASSIGNMENT]


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

     FOR  VALUE  RECEIVED  _____________________________________________

hereby  sells, assigns and transfers unto ______________________________________
     (Please  print  name  and  address  of  transferee)

this  Warrant  Certificate, together with all right, title and interest therein,
and  does  hereby  irrevocably  constitute  and  appoint
__________________________________,  Attorney,  to  transfer  the within Warrant
Certificate  on  the  books  of  the  within-named  Company,  with full power of
substitution.

Dated:                                   Signature:

(Signature  must  conform  in all respects to name of holder as specified on the
face  of  the  Warrant  Certificate)




(Insert Social Security or Other
Identifying  Number  of  Holder)


<PAGE>