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                                  EXHIBIT 4.6

                                FORM OF WARRANT
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This Stock Purchase Warrant and any shares of common stock acquired upon the
exercise of this Stock Purchase Warrant have not been registered under the
Securities Act of 1933 or any state securities laws.  Neither this Stock
Purchase Warrant nor any of such shares may be sold or transferred for value in
the absence of an effective registration of said securities under the Securities
Act of 1933 and any other applicable state securities law unless in the opinion
of counsel reasonably satisfactory to the Company exemptions from the
registration requirements of said act and laws are available with respect to
such sale or transfer and such sale or transfer is made pursuant to and in
strict compliance with the terms and conditions of said exemptions.


                           STOCK PURCHASE WARRANT                      No. *****

                              To Purchase Shares
                              of Common Stock of

                             Westwood Corporation

     THIS CERTIFIES THAT, for value received:

     _________________ is entitled to purchase from Westwood Corporation, a
corporation organized and existing under the laws of the State of Nevada (the
"Company"), at any time or from time to time during the period specified in
paragraph 3 hereof, up to _________ fully paid and nonassessable shares of the
Company's Common Stock, par value $.003 per share (the "Common Stock"), at the
Exercise Price (as hereinafter defined), subject to adjustment from time to time
pursuant to the provisions of paragraph 5 hereof.  The term "Warrants," as used
herein, shall mean this Warrant, including all amendments to this Warrant and
all warrants issued in exchange, transfer or replacement therefor.  The term
"Warrant Shares," as used herein, refers to the shares of Common Stock purchased
or purchasable upon the exercise of the Warrants.

     This Warrant is subject to the following provisions, terms and conditions:

     1.  Definitions.  For the purpose of this Warrant, the following terms
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shall have the following meanings:

     "Commission" shall mean the U.S. Securities and Exchange Commission or any
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other governmental authority at the time administering the Securities Act.

     "Common Stock" shall have the meaning specified in the introduction to this
      ------------
Warrant.

     "Company" shall have the meaning specified in the introduction to this
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Warrant.

     "Exercise Agreement" shall have the meaning specified in paragraph 2
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hereof.

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     "Exercise Price" shall mean $1.00 per share.
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     "Securities Act" shall mean the Securities Act of 1933, as amended, or any
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similar or successor federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
Reference to a particular section of the Securities Act shall include a
reference to the comparable section, if any, of any such similar or successor
federal statute.

     "Warrant(s)" shall have the meaning specified in the introduction to this
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Warrant.

     "Warrant Shares" shall have the meaning specified in the introduction to
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this Warrant.

     2.  Manner of Exercise; Issuance of Certificates; Payment for Shares; No
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Fractional Shares.  The rights represented by this Warrant may be exercised by
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the holder hereof, in whole or in part, by the surrender of this Warrant,
together with a completed Exercise Agreement in the form attached hereto
("Exercise Agreement"), during normal business hours on any business day at the
principal office of the Company (or such other office or agency of the Company
as it may designate by notice in writing to the holder hereof at the address of
such holder appearing on the books of the Company) at any time during the period
set forth in paragraph 3 hereof and upon payment to the Company by certified
check or bank draft in an amount equal to the Exercise Price for the Warrant
Shares to be purchased in connection with such exercise.  The Company agrees
that the shares so purchased shall be and are deemed to be issued to the holder
hereof or its designee (subject to the transfer restrictions applicable to this
Warrant and to shares purchased upon exercise of this Warrant) 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.

     Certificates for the Warrant Shares so purchased, representing the
aggregate number of shares specified in said Exercise Agreement, shall be
delivered to the holder hereof within a reasonable time, not exceeding five (5)
business days, after the rights represented by this Warrant shall have been so
exercised.  The stock certificate or certificates so delivered shall be in such
denominations as may be requested by the holder hereof and shall be registered
in the name of said holder or such other name as shall be designated by said
holder (subject to the transfer restrictions applicable to this Warrant and to
shares purchased upon exercise of this Warrant).  If this Warrant shall have
been exercised only in part, then, unless this Warrant has expired, the Company
shall, at its expense, at the time of delivery of said stock certificate(s),
deliver to said holder a new Warrant representing the right to purchase the
number of shares of Common Stock with respect to which this Warrant shall not
then have been exercised.  The Company shall pay all taxes and other expenses
and charges payable in connection with the preparation, execution and delivery
of stock certificates (and any new Warrants) pursuant to this paragraph 2 except
that, in case such stock certificates shall be registered in a name or names
other than the holder of this Warrant or such holder's nominee, funds sufficient
to pay all stock transfer taxes which shall be payable in connection with the
execution and delivery of such stock certificates shall be paid by the holder
hereof to the Company at the time of the delivery of such stock certificates by
the Company as mentioned above.

     The holder of this Warrant may exercise this Warrant by surrendering it to
the Company to purchase a number of shares of Common Stock equal to the number
of such shares then purchasable

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upon exercise hereof less the number of such shares equal to the quotient of the
aggregate exercise price of all such shares underlying this Warrant divided by
the Fair Market Price per Share. Fair Market Price per Share shall mean the
average of the closing sales prices, if available, or the average of the bid and
asked prices for the Common Stock (or its successor), on the principal market
therefor for the five trading days preceding the day which is two business days
prior to the day of exercise, or if no such price is available, as determined by
the Board of Directors of the Company.

     This Warrant shall be exercisable only for a whole number of Warrant Shares
unless this Warrant is being exercised in full.  No fractions of shares of
Common Stock, or scrip for any such fractions of shares, shall be issued upon
the exercise of this Warrant.  Instead, the Company shall pay a cash adjustment
in respect of such fractional interest in an amount equal to the fair market
value of such fractional interest as determined by the Company's Board of
Directors.

     3.  Period of Exercise.  This Warrant is exercisable at any time or from
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time to time during the period from the date of issue hereof until the date five
years from the date hereof.

     4.  Shares to be Fully Paid; Reservation of Shares.  The Company covenants
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and agrees that all Warrant Shares will be duly authorized and validly issued
and, upon issuance in accordance with the terms and conditions hereof, will be
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof.  Without limiting the generality of the foregoing,
the Company covenants and agrees that it will from time to time take all such
action as may be requisite to assure that the par value per Warrant Share is at
all times equal to or less than the Exercise Price then in effect.  The Company
further covenants and agrees that, during the period within which the rights
represented by this Warrant may be exercised, the Company will at all times have
authorized, and reserved for the purpose of issue upon exercise of this Warrant,
a sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant and the other Warrants, if any.

     5.  Anti-dilution Provisions.  The number, rights and privileges of the
         ------------------------
shares of Common Stock issuable upon exercise of this Warrant shall be subject
to the following adjustments:

         (a) Adjustment for Change in Capital Stock.  In case the Company shall
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     at any time after the date of this Warrant (i) pay a dividend or make a
     distribution on the outstanding Common Stock payable in shares of Common
     Stock or other shares of its capital stock, (ii) subdivide the outstanding
     Common Stock into a greater number of shares, (iii) combine the outstanding
     Common Stock into a smaller number of shares, or (iv) 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 rights of the holder hereof, in effect immediately prior to such
     action shall be adjusted so that the holder of this Warrant thereafter
     converted may receive the number of shares of Common Stock of the Company
     which such holder would have owned immediately following such action if
     such holder had converted this Warrant immediately prior to such action.
     The adjustment shall become effective immediately after the record date in
     the case of a dividend or distribution and immediately after the effective
     date in the case of a subdivision, combination or

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     reclassification. Such adjustment shall be made successively whenever any
     event listed above shall occur.

          (b) Notice of Adjustment.  Whenever there shall be an adjustment as
              --------------------
     provided in this Section 5, the Company shall promptly cause written notice
     thereof to be sent by registered mail, postage prepaid, to the holder, at
     its address on the records of the Company, which notice shall be
     accompanied by an officer's certificate setting forth the nature of 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.

          (c) Consolidation; Merger; Reclassification.
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              (i)     In case of any consolidation with or merger of the Company
          with or into another corporation (other than a merger or consolidation
          in which the Company is the surviving or continuing corporation), or
          in 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 successor, leasing, or purchasing
          corporation, as the case may be, shall (x) execute with the holder an
          agreement providing that the holder 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 consolidation, merger, sale,
          lease, or conveyance by a holder of the number of shares of Common
          Stock into which this Warrant might have been exercised immediately
          prior to such consolidation, merger, sale, lease, or conveyance and
          (y) make effective provision in its certificate of incorporation or
          otherwise, if necessary, to effect such agreement.  Such agreement
          shall provide for adjustments which shall be as nearly equivalent as
          practicable to the adjustments in this Section 5.

               (ii)   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 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), 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 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 shares of Common Stock into which
          this Warrant might have been exercised immediately prior to such
          reclassification, change, consolidation, or merger.  Thereafter,
          appropriate provision shall be made for

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          adjustments which shall be as nearly equivalent as practicable to the
          adjustments in Section 5(a) above.

               (iii)  The above provisions of this Section 5(c) shall similarly
          apply to successive reclassifications and changes of shares of Common
          Stock and to successive consolidations, mergers, sales, leases, or
          conveyances.

          (d) Notice of Certain Transactions.  In case at any time the Company
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     shall propose

               (i)    to pay any dividend or make any distribution on shares of
          Common Stock in shares of Common Stock or make any other distribution
          to all holders of Common Stock;

               (ii)   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

               (iii)  to effect any reclassification or change of outstanding
          shares of Common Stock, or any consolidation, merger, sale, lease, or
          conveyance of property, described in Section 5(c); or

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

               (v)    to take any other action which would cause an adjustment
          to the Exercise Price;

     then, and in any one or more of such cases, the Company shall give written
     notice thereof, by registered mail, postage prepaid, to the holder at the
     holder's address as it shall appear in the records of the Company 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.

     6.  Certain Agreements of the Company.  The Company covenants and agrees
         ---------------------------------
that:

         (a) Certain Actions Prohibited.  The Company will not, by amendment of
             --------------------------
     its Certificate of Incorporation or through any reorganization, transfer of
     assets, consolidation,

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     merger, dissolution, issue or sale of securities or any other voluntary
     action, avoid or seek to avoid the observance or performance of any of the
     terms to be observed or performed hereunder by the Company, but will at all
     times in good faith assist in the carrying out of all the provisions of
     this Warrant and in the taking of all such action as may reasonably be
     requested by the holder of any Warrant in order to protect the exercise
     privilege of the holders of the Warrants against dilution or other
     impairment, consistent with the tenor and purpose of this Warrant.

          (b) Successors and Assigns.  This Warrant will be binding upon any
              ----------------------
     entity succeeding to the Company by merger, consolidation or acquisition of
     all or substantially all of the Company's assets.

     7.  Issue Tax.  The issuance of certificates for Warrant Shares upon the
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exercise of Warrants shall be made without charge to the holders of such
Warrants or such shares for any issuance tax in respect thereof, provided 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 certificate in a
name other than that of the holder of the Warrant exercised.

     8.  Closing of Books.  The Company will at no time close its transfer books
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against the transfer of any Warrant, of any Warrant Shares issued or issuable
upon the exercise of any Warrant, or in any manner interfere with the timely
exercise of this Warrant.

     9.  No Rights or Liabilities as a Stockholder.  This Warrant shall not
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entitle the holder hereof to any voting rights or other rights as a stockholder
of the Company.  No provision of this Warrant, in the absence of affirmative
action by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein of the rights or privileges of the holder hereof, shall give rise to any
liability of such holder for the Exercise Price or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.

     10. Transfer and Exchange.
         ---------------------

         (a) No Transfer of Warrant. This Warrant may not be offered, sold,
             ----------------------
     pledged or otherwise transferred in any manner whatsoever.

         (b) Transfer of Warrant Shares. The Warrant Shares may not be offered,
             --------------------------
     sold, pledged or otherwise transferred, except in compliance with the
     restrictions set forth on the front page hereof.

         (c) Warrant Exchangeable for Different Denominations. This Warrant is
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     exchangeable, upon the surrender hereof by the holder hereof at the
     principal office of the Company (or such other office or agency of the
     Company as it may designate by notice in writing to the holder hereof), for
     new Warrants of like tenor representing in the aggregate the right to
     subscribe for and purchase the number of shares of Common Stock which may
     be subscribed for and purchased hereunder, each of such new Warrants to
     represent the right to
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     subscribe for and purchase such number of shares as shall be designated by
     said holder hereof at the time of such surrender.

          (d) Replacement of Warrant.  Upon receipt of written notice from the
              ----------------------
     holder hereof or other 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, upon delivery of indemnity
     reasonably satisfactory to the Company, or, in the case of any such
     mutilation, upon surrender and cancellation of such Warrant, the Company
     will execute and deliver, in lieu thereof, a new Warrant of like tenor.

          (e) Cancellation; Payment of Expenses.  Upon the surrender of this
              ---------------------------------
     Warrant in connection with any exchange, transfer or replacement as
     provided in this paragraph 10, this Warrant shall be promptly cancelled by
     the Company.  The Company shall pay all taxes (other than securities
     transfer taxes) and all other expenses and charges payable in connection
     with the preparation, execution and delivery of Warrants pursuant to this
     paragraph 10.

          (f) Legend.  Except where a certificate for Warrant Shares is issued
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     in connection with a distribution of such shares pursuant to a registration
     statement under the Securities Act, each certificate for Warrant Shares
     initially issued upon the exercise of this Warrant and each certificate for
     shares of Common Stock of the Company issued to any subsequent transferee
     of any such certificate shall bear the following legend:

          "The securities evidenced hereby have not been registered
          under the U.S. Securities Act of 1933 or any other
          securities laws. These securities may not be sold or
          transferred for value in the absence of an effective
          registration of said securities under the Securities Act of
          1933 and any other applicable state securities law unless in
          the opinion of counsel reasonably satisfactory to the
          Company exemptions from the registration requirements of
          said act and laws are available with respect to such sale or
          transfer and such sale or transfer is made pursuant to and
          in strict compliance with the terms and conditions of said
          exemptions."

     11.  Notices.  All notices and other communications required or permitted
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hereunder shall be in writing, and shall be deemed to have been delivered on the
date delivered by hand, telegram, facsimile or by similar means, on the next day
following the day when sent by recognized courier or overnight delivery service
(fees prepaid), or on the third (3rd) day following the day when deposited in
the mail, registered or certified (postage prepaid), addressed:  (i) if to the
holder hereof or any other holder of any Warrants, at the registered address of
the holder hereof or such other holder as set forth in the register kept by the
Company at its principal office with respect to the Warrants, or to such other
address as the holder hereof or such other holder may have designated to the
Company in writing, and (ii) if to the Company, 12402 E. 60th Street, Tulsa,
Oklahoma 74146, or to such other address or addresses as the Company may have
designated in writing to the holder hereof and each other holder of any of the
Warrants at the time outstanding; provided, however, that any such communication
to the Company may also, at the option of the holder hereof, be either delivered
to the Company at its address set forth above or to any officer of the Company.

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     12.  Governing Law.  This Warrant shall be construed and enforced in
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accordance with, and the rights of the parties shall be governed by, the laws of
the State of Oklahoma, without regard to principles of conflicts of laws.

     13.  Remedies.  The Company stipulates that the remedies at law of the
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holder hereof in the event of any default or threatened default by the Company
in the performance of or compliance with any of the terms of this Warrant are
not and will not be adequate, and that such terms may be specifically enforced
by a decree for the specific performance of any agreement contained herein or by
an injunction against a violation of any of the terms hereof or otherwise.

     14.  Miscellaneous.
          -------------

          (a) Amendments.  This Warrant and any provision hereof may be changed,
              ----------
     waived, discharged or terminated, but only by an instrument in writing
     signed by the party (or any predecessor in interest thereof) against whom
     enforcement of the same is sought.

          (b) Descriptive Headings.  The descriptive headings of the several
              --------------------
     paragraphs of this Warrant are inserted for purposes of reference only, and
     shall not affect the meaning or construction of any of the provisions
     hereof.

     IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant to
be signed by its duly authorized officer this ________ day of _______________,
2001.


                                    WESTWOOD CORPORATION


                                    By: ________________________________
                                           Ernest H. McKee
                                           President

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                          FORM OF EXERCISE AGREEMENT

                                                            _________,200___



Westwood Corporation
12402 E. 60/th/ Street
Tulsa, Oklahoma 74146

Attention:  President

     The undersigned, pursuant to the provisions set forth in the within Stock
Purchase Warrant, hereby agrees to subscribe for and purchase _________________
shares of Common Stock covered by such Stock Purchase Warrant, and makes payment
herewith in full therefor at the price per share provided by such Stock Purchase
Warrant in cash.  The undersigned is acquiring such shares for the purpose of
investment and not with a view to or for sale in connection with any
distribution thereof.



                                      Signature:____________________________
                                      Company:______________________________
                                      Name:_________________________________
                                      Title:________________________________
                                      Address:______________________________