EXHIBIT
10.2





THIS WARRANT AND THE COMMON SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR
HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIGSTRING CORPORATION
THAT SUCH REGISTRATION IS NOT REQUIRED.





Right
      to Purchase 240,000 shares
      of Common Stock of BigString Corporation (subject to adjustment as
      provided herein)





COMMON
STOCK PURCHASE WARRANT


No. 0002
            Issue
      Date: August 25, 2008


BIGSTRING
CORPORATION, a corporation organized under the laws of the State of Delaware
(the “Company”), hereby certifies that, for value received, Marc W. Dutton, an
individual with an address of 512 Seventh Ave., 15th Floor, New York, New
York  10018 (the “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company at any time after the Issue Date until
5:00 p.m., E.S.T on the tenth (10th)
anniversary of the Issue Date (the “Expiration Date”), up to Two Hundred and
Forty Thousand (240,000) fully paid and nonassessable shares of Common Stock (as
defined below) at a per share exercise price of $0.08, subject to adjustment
from time to time as herein provided (the “Exercise Price”).  The
Company in its discretion may reduce the Exercise Price without the consent of
the Holder.





As used
herein, the following terms have, unless the context otherwise requires, the
following respective meanings:




(a)           The
term “Company” shall include BigString Corporation and any corporation which
shall succeed or assume the obligations of BigString Corporation
hereunder.




(b)           The
term “Common Stock” includes (i) the Company's Common Stock, $0.0001 par
value per share, and (ii) any other securities into which or for which any of
the securities described in (i) may be converted or exchanged pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or
otherwise.




(c)           The
term “Other Securities” refers to any stock (other than Common Stock) and other
securities of the Company or any other person (corporate or otherwise) which the
holder of this Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of this Warrant, in lieu of or in addition to Common
Stock, or which at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 4 or otherwise.




(d)           The
term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this
Warrant.







1.           Exercise of
Warrant.




1.1.           Number of Shares Issuable
upon Exercise.  From and after the Issue Date through and
including the Expiration Date, the Holder shall be entitled to receive, upon
exercise of this Warrant in whole in accordance with the terms of
subsection 1.2 or upon exercise of this Warrant in part in accordance with
subsection 1.3, shares of Common Stock of the Company, subject to
adjustment pursuant to Section 4.




1.2.           Full
Exercise.  This Warrant may be exercised in full by the Holder
hereof by delivery of this Warrant with an original or facsimile copy of the
form of subscription, attached hereto as Exhibit A (the
“Subscription Form”), duly executed by such Holder and delivery within two (2)
days thereafter of payment, in cash, wire transfer or by certified or official
bank check payable to the order of the Company, in the amount obtained by
multiplying the number of shares of Common Stock for which this Warrant is then
exercisable by the Exercise Price then in effect.




1.3.           Partial
Exercise.  This Warrant may be exercised in part (but not for a
fractional share) by the Holder hereof by delivery of this Warrant with an
original or facsimile copy of the Subscription Form duly executed by such Holder
and payment, in cash, wire transfer or by certified or official bank check
payable to the order of the Company.  The amount payable by the Holder
on such partial exercise shall be the amount obtained by multiplying
(a) the number of whole shares of Common Stock designated by the Holder in
the Subscription Form by (b) the Exercise Price then in
effect.  On any such partial exercise, provided that the Holder has
surrendered the original Warrant, the Company, at its expense, will forthwith
issue and deliver to the Holder hereof a new warrant of like tenor, in the name
of the Holder hereof or as such Holder (upon payment by such Holder of any
applicable transfer taxes) may request in compliance with applicable securities
laws, the whole number of shares of Common Stock for which such warrant may
still be exercised.




1.4.           Fair Market
Value.  Fair Market Value of a share of Common Stock as of a
particular date (the “Determination Date”) shall mean:




(a)           If
the Company’s Common Stock is traded on an exchange or is quoted on the NASDAQ
Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New
York Stock Exchange or the American Stock Exchange, then the closing or last
sale price, respectively, reported for the last business day immediately
preceding the Determination Date;




(b)           If
the Company’s Common Stock is not traded on an exchange or on the NASDAQ Global
Market, NASDAQ Global Select Market, the NASDAQ Capital Market or the American
Stock Exchange, but is traded in the over-the-counter market, then the average
of the closing bid and ask prices reported for the last business day immediately
preceding the Determination Date;




(c)           Except
as provided in clause (d) below and Section 3.1, if the Company’s Common
Stock is not publicly traded, then as the Holder and the Company agree, or in
the absence of such an agreement, by arbitration in accordance with the rules
then standing of




2


the
American Arbitration Association, before a single arbitrator to be chosen from a
panel of persons qualified by education and training to pass on the matter to be
decided; or




(d)           If
the Determination Date is the date of a liquidation, dissolution or winding up,
or any event deemed to be a liquidation, dissolution or winding up pursuant to
the Company’s charter, then all amounts to be payable per share to holders of
the Common Stock pursuant to the charter in the event of such liquidation,
dissolution or winding up, plus all other amounts to be payable per share in
respect of the Common Stock in liquidation under the charter, assuming for the
purposes of this clause (d) that all of the shares of Common Stock then
issuable upon exercise of all of the Warrants are outstanding at the
Determination Date.




1.5.           Company
Acknowledgment.  The Company will, at the time of the exercise
of this Warrant, upon the request of the Holder acknowledge in writing its
continuing obligation to afford to such Holder any rights to which such Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to such Holder any such rights.




1.6.           Trustee for Warrant
Holders.  In the event that a bank or trust company shall have
been appointed as trustee for the Holder of this Warrant pursuant to
Subsection 3.2, such bank or trust company shall, to the extent permitted
by applicable law, have all the powers and duties of a warrant agent (as
hereinafter described) and shall accept, in its own name for the account of the
Company or such successor person as may be entitled thereto, all amounts
otherwise payable to the Company or such successor, as the case may be, on
exercise of this Warrant pursuant to this Section 1.




1.7           Delivery of Stock
Certificates, etc. on Exercise.  The Company agrees that the
shares of Common Stock purchased upon exercise of this Warrant shall be deemed
to be issued to the Holder hereof as the record owner of such shares as of the
close of business on the date on which this Warrant shall have been surrendered
and payment made for such shares as aforesaid. As soon as practicable after the
exercise of this Warrant in full or in part, and in any event within three (3)
business days thereafter (“Warrant Share Delivery Date”), the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder hereof, or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may direct
in compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled
on such exercise, plus, in lieu of any fractional share to which such Holder
would otherwise be entitled, cash equal to such fraction multiplied by the then
Fair Market Value of one full share of Common Stock, together with any other
stock or other securities and property (including cash, where applicable) to
which such Holder is entitled upon such exercise pursuant to Section 1 or
otherwise.  The Company understands that a delay in the delivery of
the Warrant Shares after the Warrant Share Delivery Date could result in
economic loss to the Holder.




1.8           Buy-In.  In
addition to any other rights available to the Holder, if the Company fails to
deliver to a Holder the Warrant Shares as required pursuant to this Warrant,
within seven (7) business days after the Warrant Share Delivery Date and the
Holder or a broker




3


on the
Holder’s behalf, purchases (in an open market transaction or otherwise) shares
of common stock to deliver in satisfaction of a sale by such Holder of the
Warrant Shares which the Holder was entitled to receive from the Company (a
“Buy-In”), then the Company shall pay in cash to the Holder (in addition to any
remedies available to or elected by the Holder) the amount by which (A) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of common stock so purchased exceeds (B) the aggregate Exercise Price of
the Warrant Shares required to have been delivered together with interest
thereon at a rate of fifteen percent (15%) per annum, accruing until such amount
and any accrued interest thereon is paid in full (which amount shall be paid as
liquidated damages and not as a penalty).  For example, if a Holder
purchases shares of Common Stock having a total purchase price of $11,000 to
cover a Buy-In with respect to $10,000 of Exercise Price of Warrant Shares to
have been received upon exercise of this Warrant, the Company shall be required
to pay the Holder $1,000, plus interest. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the
Buy-In.




2.           Cashless
Exercise.




(a)           Payment
upon exercise may be made at the option of the Holder either (i) in cash,
wire transfer or by certified or official bank check payable to the order of the
Company equal to the applicable aggregate Exercise Price, (ii) by delivery of
Common Stock issuable upon exercise of the Warrants in accordance with
Section (b) below, or (iii) by a combination of any of the
foregoing methods, for the number of Common Stock specified in such form (as
such exercise number shall be adjusted to reflect any adjustment in the total
number of shares of Common Stock issuable to the holder per the terms of this
Warrant) and the holder shall thereupon be entitled to receive the number of
duly authorized, validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein.




(b)           Subject
to the provisions herein to the contrary, if the Fair Market Value of one share
of Common Stock is greater than the Exercise Price (at the date of calculation
as set forth below), in lieu of exercising this Warrant for cash, the holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion thereof being cancelled) by surrender of this Warrant at the
principal office of the Company together with the properly endorsed Subscription
Form in which event the Company shall issue to the holder a number of shares of
Common Stock computed using the following formula:




X=
            Y
      (A-B)A





Where
      X=
            the
      number of shares of Common Stock to be issued to the
  holder





Y=
            the
      number of shares of Common Stock purchasable under the Warrant or, if only
      a portion of the Warrant is being exercised, the portion of the Warrant
      being exercised (at the date of such
  calculation)




4


A=
            the
      average Fair Market Value of a share of Common Stock for the five (5)
      trading days immediately prior to (but not including) the Exercise
      Date




B=
            Exercise
      Price (as adjusted to the date of such
  calculation)




For
purposes of Rule 144 promulgated under the Securities Act of 1933, as amended,
it is intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date this Warrant was originally issued.




3.           Adjustment for
Reorganization, Consolidation, Merger, etc.




3.1.           Reorganization,
Consolidation, Merger, etc.  In case at any time or from time
to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other person, or (c) transfer
all or substantially all of its properties or assets to any other person under
any plan or arrangement contemplating the dissolution of the Company, then, in
each such case, as a condition to the consummation of such a transaction, proper
and adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after
the consummation of such reorganization, consolidation or merger or the
effective date of such dissolution, as the case may be, shall receive, in lieu
of the Common Stock (or Other Securities) issuable on such exercise prior to
such consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be, if
such Holder had so exercised this Warrant, immediately prior thereto, all
subject to further adjustment thereafter as provided in
Section 4.




3.2.           Dissolution.  In
the event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
Other Securities and property (including cash, where applicable) receivable by
the Holder of this Warrant after the effective date of such dissolution pursuant
to this Section 3 to a bank or trust company (a “Trustee”) having its
principal office in New York, New York, as trustee for the Holder of the
Warrants.




3.3.           Continuation of
Terms.  Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 3, this Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the Other Securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any Other
Securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4.  In the event this Warrant does not
continue in full force and effect after the consummation of the transaction
described in this Section 3, then only in such event will the Company’s
securities and property (including cash, where applicable)




5


receivable
by the Holder of this Warrant be delivered to the Trustee as contemplated by
Section 3.2.




3.4           Share
Issuance.  Until the Expiration Date, if the Company shall
issue any Common Stock prior to the complete exercise of this Warrant for a
consideration less than the Exercise Price that would be in effect at the time
of such issue, then, and thereafter successively upon each such issue, the
Exercise Price shall be reduced to such other lower price for then outstanding
Warrants.  For purposes of this adjustment, the issuance of any
security or debt instrument of the Company carrying the right to convert such
security or debt instrument into Common Stock or of any warrant, right or option
to purchase Common Stock shall result in an adjustment to the Exercise Price
upon the issuance of the above-described security, debt instrument,
warrant, right, or option if such issuance is at a price lower than the Exercise
Price in effect upon such issuance and again at any time upon any subsequent
issuances of shares of Common Stock upon exercise of such conversion or purchase
rights if such issuance is at a price lower than the Exercise Price in effect
upon such issuance.




4.           Extraordinary Events
Regarding Common Stock.  In the event that the Company shall
(a) issue additional shares of the Common Stock as a dividend or other
distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Exercise Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Exercise Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Exercise Price then in effect. The
Exercise Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this
Section 4. The number of shares of Common Stock that the Holder of this
Warrant shall thereafter, on the exercise hereof, be entitled to receive shall
be adjusted to a number determined by multiplying the number of shares of Common
Stock that would otherwise (but for the provisions of this Section 4 be issuable
on such exercise by a fraction of which (a) the numerator is the Exercise Price
that would otherwise (but for the provisions of this Section 4 be in effect, and
(b) the denominator is the Exercise Price in effect on the date of such
exercise.




5.           Certificate as to
Adjustments.  In each case of any adjustment or readjustment in
the shares of Common Stock (or Other Securities) issuable on the exercise of
this Warrant, the Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment or readjustment
in accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares of
Common Stock (or Other Securities) issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Exercise Price and the
number of shares of Common Stock to be received upon exercise of this Warrant,
in effect immediately prior to such adjustment or readjustment and as adjusted
or readjusted as provided in this Warrant. The Company will




6


forthwith
mail a copy of each such certificate to the Holder of this Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11
hereof).




6.           Reservation of Stock, etc.
Issuable on Exercise of Warrant; Financial Statements.  The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the
Warrant.  This Warrant entitles the Holder hereof to receive copies of
all financial and other information distributed or required to be distributed to
the holders of the Company’s Common Stock.




7.           Assignment; Exchange of
Warrant.  Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any
registered holder hereof (a “Transferor”). On the surrender for exchange of this
Warrant, with the Transferor’s endorsement in the form of Exhibit B
attached hereto (the “Transferor Endorsement Form”) and together with an opinion
of counsel reasonably satisfactory to the Company that the transfer of this
Warrant will be in compliance with applicable securities laws, the Company will
issue and deliver to or on the order of the Transferor thereof a new Warrant or
Warrants of like tenor, in the name of the Transferor and/or the transferee(s)
specified in such Transferor Endorsement Form (each a “Transferee”), calling in
the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face of the Warrant so surrendered by the
Transferor.




8.           Replacement of
Warrant.  On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of any such loss, theft or destruction of this Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.




9.           Registration
Rights.  The Holder of this Warrant has not been granted
registration rights by the Company.




11.           Warrant
Agent.  The Company may, by written notice to the Holder of the
Warrant, appoint an agent (a “Warrant Agent”) for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to
Section 1, exchanging this Warrant pursuant to Section 7, and
replacing this Warrant pursuant to Section 8, or any of the foregoing, and
thereafter any such issuance, exchange or replacement, as the case may be, shall
be made at such office by such Warrant Agent.




12.           Transfer on the Company’s
Books.  Until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the
contrary.




13.           Notices.  All
notices, demands, requests, consents, approvals, and other communications
required or permitted hereunder shall be in writing and, unless otherwise
specified herein, shall be (a) personally served, (b) deposited in the mail,
registered or certified, return receipt requested, postage prepaid, (c)
delivered by reputable overnight courier service


7


with
charges prepaid, or (d) transmitted by hand delivery, telegram, or facsimile,
addressed as set forth below or to such other address as such party shall have
specified most recently by written notice.  Any notice or other
communication required or permitted to be given hereunder shall be deemed
effective (i) upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at the address or
number designated below (if delivered on a business day during normal business
hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business
hours where such notice is to be received), (ii) on the first business day
following the date deposited with an overnight courier service with charges
prepaid, or (iii) on the third business day following the date of mailing
pursuant to subpart (b) above, or upon actual receipt of such mailing, whichever
shall first occur.  The addresses for such communications shall
be:  if to the Company, to: BigString Corporation, 3 Harding Road,
Suite E, Red Bank, NJ 07701, Attn: Darin M. Myman, President and Chief Executive
Officer, telecopier: (732) 741-2842, with a copy by telecopier only to:
Giordano, Halleran & Ciesla, P.C., 125 Half Mile Road, P.O. Box 190,
Middletown, NJ 07748, Attn: Paul T. Colella, Esq., telecopier: (732) 224-6599,
and (ii) if to the Holder, to the address and telecopier number listed on the
first paragraph of this Warrant.




14.           Miscellaneous.  This
Warrant shall be governed by and construed in accordance with the laws of the
State of New York without regard to principles of conflicts of
laws.  Any action brought by either party against the other concerning
the transactions contemplated by this Warrant shall be brought only in the state
courts of New York or in the federal courts located in the State of New
York.  The parties to this Warrant hereby irrevocably waive any
objection to jurisdiction and venue of any action instituted hereunder and shall
not assert any defense based on lack of jurisdiction or venue or based upon
forum non
conveniens.  The Company and Holder waive trial by
jury.  The prevailing party shall be entitled to recover from the
other party its reasonable attorney's fees and costs.  In the event
that any provision of this Warrant or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law.  Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement.









[Signature
Page Follows.]




8


IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.









BIGSTRING
      CORPORATIONBy:
            /s/
      Darin M. MymanName:
      Darin M. MymanTitle:
      President and Chief Executive
Officer







9


EXHIBIT A





FORM
OF SUBSCRIPTION


(To be
signed only on exercise of Warrant)


TO:  BIGSTRING
CORPORATION


The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____) (the “Warrant”), hereby irrevocably elects to purchase (check
applicable box):





___           ________
shares of the Common Stock covered by the Warrant; or


___           the
maximum number of shares of Common Stock covered by the Warrant pursuant to the
cashless exercise procedure set forth in Section 2 of the
Warrant.





The
undersigned herewith makes payment of the full Exercise Price for such shares at
the price per share provided for in the Warrant, which is
$___________.  Such payment takes the form of (check applicable box or
boxes):





___           $__________
in lawful money of the United States; and/or





___           the
cancellation of such number of shares of Common Stock as is necessary, in
accordance with the formula set forth in Section 2 of the Warrant, to
exercise the Warrant with respect to the maximum number of shares of Common
Stock purchasable pursuant to the cashless exercise procedure set forth in
Section 2 of the Warrant.





The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to _____________________________________________________ whose
address is
_____________________________________________________________________________.





The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the  Warrant shall be made
pursuant to registration of the Common Stock covered by the Warrant under the
Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an
exemption from registration under the Securities Act.





Dated:___________________
              (Signature
      must conform to name of holder as specified on the face of the
      Warrant)
                
                
                
                (Address)
 10


EXHIBIT B





FORM
OF TRANSFEROR ENDORSEMENT


(To be
signed only on transfer of Warrant)


For value
received, the undersigned transferor (the “Transferor”) hereby sells, assigns,
and transfers unto the person(s) named below under the heading “Transferees” the
right represented by the attached Warrant (No. 0002) (the “Warrant”) to purchase
the percentage and number of shares of Common Stock of BIGSTRING CORPORATION to
which the Warrant relates specified under the headings “Percentage Transferred”
and “Number Transferred,” respectively, opposite the name(s) of such person(s)
and appoints each such person attorney to transfer its respective right on the
books of BIGSTRING CORPORATION with full power of substitution in the
premises.




Transferees
            Percentage
      Transferred
            Number
      Transferred










Dated:  ______________,
      20____
              
              
              
              Signed
      in the presence of:
              
              
              (Signature)
              
              
              (Print
      Name)
              
              
              
              Dated:  ______________,
      20____
              
              Signed
      in the presence of:
              
              
              (Signature)
              
              
              
              (Print
      Name)
            
            TRANSFEROR
              
              
              (Signature
      must conform to name of Holder as specified on the face of the
      Warrant)
              
              
              
              (Address)
              
              
              ACCEPTED
      AND AGREED:
              TRANSFEREE
              
              
              (Signature)
              
              
              (Print Name)
              
              
              
              (Address)


11