EXHIBIT 4.2

                             FORM OF CLASS C WARRANT

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER STATE SECURITIES
         LAWS. THESE SECURITIES MAY ONLY BE RESOLD OR OTHERWISE TRANSFERRED IN
         ACCORDANCE WITH CERTAIN RESTRICTIONS SET FORTH HEREIN AND ONLY IF THESE
         SECURITIES ARE REGISTERED OR SUCH RESALE OR TRANSFER IS EXEMPT FROM
         REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
         APPLICABLE STATE SECURITIES LAWS.


SLS-C___
                                                               ________ WARRANTS
                                                                Each to Purchase
                                                         1 Share of Common Stock


VOID AFTER 5:00 P.M. CENTRAL STANDARD TIME ON __________________, 2007, OR IF
NOT A BUSINESS DAY AS DEFINED ON THE REVERSE SIDE HEREOF AT 5:00 P.M. CENTRAL
STANDARD TIME ON THE NEXT FOLLOWING BUSINESS DAY.

                             SLS INTERNATIONAL, INC.
                     REDEEMABLE CLASS C WARRANT CERTIFICATE

         THIS CERTIFIES THAT, for value received _______________________(the
"Warrant Holder") is entitled to purchase, subject to the terms and conditions
hereof, commencing on the date of issuance hereof, and until 5:00 P.M. Central
Standard Time, on ____________________, 2007, but not thereafter (if such day is
not a Business Day, as defined on the reverse side hereof, at or before 5:00
P.M. Central Standard Time, on the next following Business Day), to purchase one
fully paid and non-assessable share of Common Stock (par value $.001) of SLS
International, Inc., a Delaware corporation (the "Company"), for each of the
number of Warrants set forth above, at a price equal to $7.00 per share of
Common Stock, by surrendering this Warrant Certificate to the Company with the
form of election to exercise attached hereto duly filled in and executed, at the
office of the Company or its Warrant Agent, Standard Registrar & Transfer
Company, Inc., in Draper, Utah, and by payment in full by certified check, bank
draft, or postal or express money order payable in United States dollars, to the
order of the Company, of the exercise price for each share of Common Stock as to
which this Warrant Certificate is being exercised and upon compliance with and
subject to the conditions set forth herein (including the terms and conditions
set forth on the reverse side hereof), to all of which terms every holder of
this Warrant consents by acceptance hereof. In the event that the Warrant or
Warrants represented hereby are not exercised at or before 5:00 P.M. Central
Standard Time on _________________, 2007, the Warrant or Warrants shall be void
(unless such date is extended by the Company in its sole discretion).

<PAGE>

         In case the Warrant Holder shall exercise this Warrant with respect to
less than all of the shares of Common Stock that may be purchased hereunder, a
new Warrant Certificate for the balance shall be countersigned and delivered to
the Warrant Holder upon surrender of the Warrant. No fraction of a share which
would otherwise be purchasable on the exercise of a Warrant shall be issued, as
set forth on the reverse side hereof.

         This Warrant shall be redeemable by the Company, at its option, on 30
days' notice to the registered Warrant Holder, at a price of $.001 per Warrant,
provided the closing bid price for the Company's Common Stock in the over-the-
counter market (or the closing price on the principal exchange for the Company's
Common Stock) shall be equal to or greater than $10.50 per share, for a
consecutive 30-day period preceding such notice of redemption.

         Every Warrant Holder, by accepting this Warrant, consents and agrees
with the Company, that the Company shall treat the registered holder hereof as
the sole absolute holder hereof for all purposes notwithstanding any notice to
the contrary.

         This Warrant does not entitle any holder hereof to any of the rights of
a shareholder of the Company, such as voting rights or other equity rights of a
shareholder of the Company, or to any other rights whatsoever except the rights
herein expressed and such as are set forth herein. No dividends shall be payable
or accrue in respect of this Warrant or the interest represented hereby or the
shares purchasable hereunder until or unless, and except to the extent that,
this Warrant shall be exercised.

         This Warrant is exchangeable upon the surrender hereof by the
registered owner to the Company for new Warrants of like tenor and date issuable
only to the Warrant Holder and representing in the aggregate the right to
purchase the number of shares purchasable hereunder, each of such new Warrants
to represent the right to purchase such number of shares as shall be designated
by the registered owner at the time of such surrender.

         Except as otherwise above provided, this Warrant and all rights
hereunder are transferable by the registered owner hereof and may only be
exercised in person or by duly authorized attorney on the books of the Company
upon surrender of this Warrant and payment of the amount required, properly
endorsed, to the Company.

         THIS WARRANT SHALL BE WHOLLY VOID AND OF NO EFFECT AFTER 5:00 P.M.
CENTRAL STANDARD TIME ON ______________________, 2007 (UNLESS SUCH DATE IS
EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION), OR IF SUCH DAY IS NOT A
BUSINESS DAY, AFTER 5:00 P.M. CENTRAL STANDARD TIME ON THE NEXT FOLLOWING
BUSINESS DAY.

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Certificate to be
executed by its Chairman, President or Vice President, by manual or facsimile
signature, attested by its Secretary or Treasurer by manual or facsimile
signature.

Dated:                  , 2004
        ----------------
                                             -----------------------------------

                                          By:
                                             -----------------------------------
                                                          Title

                                          Attest:
                                                 -------------------------------

                                                 -------------------------------


<PAGE>


         1. The Warrant or Warrants represented by this Warrant Certificate (the
"Warrant") shall expire at, and shall not be exercisable after 5:00 P.M. Central
Standard Time on ________________ , 2007, or if said date shall not be a
"Business Day" (which as used in this Warrant Certificate, shall mean a day
other than a Saturday, Sunday or other day on which banks in the State of New
York are authorized by law to remain closed), then the next following date which
is a Business Day, at which time this Warrant shall become null and void.

         2. The exercise price for each share of Common Stock purchasable
pursuant to the exercise of the Warrants (hereinafter referred to as the
"Warrant Price") shall be $7.00 per share, until expiration of the Warrant as
hereinabove set forth, payable as provided on the face of this Warrant
Certificate.

         3. The Warrant Price and the number of warrants shall be subject to
adjustment from time to time as provided in this Section 3.

         (a) In case the outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the Warrant Price in effect
immediately prior to the opening of business on the next business day following
the day upon which such subdivision becomes effective shall be proportionately
reduced; and, conversely, in case the outstanding shares of Common Stock shall
each be combined into a smaller number of shares of Common Stock, the Warrant
Price in effect immediately prior to the opening of business on the next
business day following the day upon which such combination becomes effective
shall be proportionately increased.

         (b) Whenever there shall be any change in the Warrant Price under this
Section 3, then there shall be an adjustment (to the nearest thousandth of a
share) in the number of warrants, which adjustment shall become effective at the
time such change in the Warrant Price becomes effective and shall be made by
multiplying the number of warrants in effect immediately before such change in
the Warrant Price by a fraction, the numerator of which is the Warrant Price
immediately before such change and the denominator of which is the Warrant Price
immediately after such change.

         4. This Warrant Certificate may be exercised at the office of the
Company in Springfield, Missouri, or at the offices of the Warrant Agent,
Standard Registrar & Transfer Company, Inc., in Draper, Utah, by the registered
holder hereof or by his duly authorized representative or attorney, upon the
surrender of this Warrant Certificate with form of Election to Exercise duly
filled in and executed. If the right to purchase less than all of the shares of
Common Stock covered hereby shall be exercised, the registered holder hereof
shall be entitled to receive a new Warrant Certificate or Warrant Certificates
covering in the aggregate the number of shares of Common Stock with respect to
which the right to purchase shall not have been so exercised. No fractional
shares will be issued upon exercise of any Warrants to which a Warrant Holder
might otherwise be entitled, but will be rounded up to the next whole number if
the interest equals or exceeds one-half of a share of Common Stock; otherwise,
the fractional interest will be rounded down. No cash or other adjustment in
respect of a fractional share of Common Stock will be made.

<PAGE>

         5. Each Warrant shall be redeemable by the Company at its option, at a
price of $.001 per Warrant, on 30 days notice to the registered Warrant Holder,
provided the closing bid price for the Company's Common Stock in the
over-the-counter market (or the closing price on the principal exchange for the
Company's Common Stock) shall be equal to or greater than $10.50 per share for a
period of 30 consecutive days preceding such notice of redemption. The Warrants
shall be exercisable during such 30-day notice period, after which such Warrants
shall be deemed redeemed by the Company at a price of $.001 per Warrant.

         6. No Warrant Holder, as such, shall be entitled to vote or receive
dividends or be deemed the holder of shares of Common Stock for any purpose, nor
shall anything contained in this Warrant Certificate be construed to confer upon
any Warrant Holder, as such, any of the rights of a shareholder of the Company
or any right to vote, give or withhold consent to any action by the Company
(whether upon any recapitalization, issue of stock, reclassification of stock,
consolidation, merger conveyance or otherwise), receive notice of meetings or
other action affecting shareholders, receive dividends or subscription rights,
or otherwise, until this Warrant shall have been exercised and the shares of
Common Stock purchasable upon the exercise hereof; provided, however, that any
exercise of this Warrant on any date when the stock transfer books of the
Company shall be closed shall constitute the person or persons in whose name or
names the certificate or certificates for such shares of Common Stock are to be
issued as the record holder or holders thereof for all purposes at the opening
of business on the next succeeding day on which such stock transfer books are
open and this Warrant shall not be deemed to have been exercised, in whole or in
part as the case may be, until such date for the purpose of determining
entitlement to dividends on such Common Stock, and such exercise shall be at the
actual purchase price in effect at such date.

         7. The Warrants may not be transferred or assigned, except for a
transfer pursuant to applicable laws of descent and distribution; provided that
this restriction on transfer and assignment shall continue to be applicable
after any such transfer. The Company may deem the registered holder hereof as
the absolute owner of this Warrant Certificate (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary.

         8. The Company covenants that, while the Warrants are exercisable, it
will reserve from its authorized and unissued common stock a sufficient number
of shares to provide for the delivery of stock pursuant to the exercise of this
and all other similar Warrants.

         9. In case the Company, or any successor, shall be consolidated or
merged with another company, or substantially all of its assets shall be sold to
another company in exchange for stock with the view to distributing such stock
to its stockholders, each share of stock purchasable by this Warrant shall be
replaced for the purposes hereof by the securities or property issuable or
distributable in respect of one share of Common Stock of this Company, or its
successors, upon such consolidation, merger, or sale, and adequate provision to
that effect shall be made at the time thereof.

         10. This Warrant shall be binding upon any successors or assigns of the
Company.

<PAGE>


                         (FORM OF ELECTION TO EXERCISE)

(To be executed upon exercise of Warrant(s) prior to the close of business on
the Expiration Date).

         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ___________ shares of
Common Stock and herewith tenders payment for the shares in the amount of
$________________ (in cash or by certified or official bank check) in accordance
with the terms hereof. The undersigned requests that a certificate representing
the shares be registered in the name of Warrant Holder and the address is
____________________________________________________.

         If said number of shares is fewer than all the shares purchasable
hereunder, a new Warrant Certificate evidencing the right to purchase the
balance of shares be registered in the name of the Warrant Holder at the address
___________________________________________ _________________________________.

         The check representing payment thereof should be delivered to the
Company, Attn: President.

                                           Dated: _____________________, 200_

                                           --------------------------------
                                           Social Security No.

Name(s) of registered holder of Warrant Certificate:


Address: ----------------------------------

         ----------------------------------


Signatures:
           -------------------------------       ------------------------------

Note: The above signature(s) must correspond with the name as written upon the
face of this Warrant certificate in every particular, without alteration or
enlargement or any change whatever.