EXHIBIT 4.1

NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES OF
COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES
ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT
BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

                      VOID AFTER 5:00 P.M. ON JUNE 22, 2005

                               SPACIAL CORPORATION
                               WARRANT CERTIFICATE

                     150,000 Common Stock Purchase Warrants


                                                                 Bronx, New York
Warrant Certificate No. JAP-1                                As of June 22, 2001

     THIS IS TO CERTIFY THAT, for value received, James A. Prestiano (the
"Warrantholder") is the registered owner of the number of Common Stock Purchase
Warrants (each, a "Warrant") set forth above, each Warrant entitling the owner
thereof to purchase from Spacial Corporation, a Delaware corporation (the
"Company"), one duly authorized, validly issued, fully paid and non-assessable
share (each, a "Warrant Share") of the common stock, par value $.001 per share
("Common Stock"), of the Company, at a purchase price of $.50 per share (the
"Purchase Price"), at any time on or after the period commencing on the date
hereof and terminating at 5:00 p.m., New York City time, on June 22, 2005 (the
"Expiration Date"), all subject to the terms and conditions contained herein.
The number of Warrants evidenced by this Warrant Certificate (and the number and
kind of securities which may be purchased upon exercise hereof) set forth above,
and the Purchase Price per share set forth above, are as of the date hereof. As
provided herein, the Purchase Price and the number of shares of Common Stock or
other securities which may be purchased upon the exercise of the Warrants
evidenced by this Warrant Certificate are, upon the happening of certain events,
subject to modification and adjustment.

     This Warrant Certificate, together with any warrant certificate(s) issued
in replacement or substitution hereof (as provided for herein) evidencing all or
part of the Warrants evidenced hereby, are sometimes collectively referred to
herein as the "Warrant Certificates."

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<PAGE>

     The rights of the registered holder of this Warrant Certificate shall be
subject to the following further terms and conditions:

1. Exercise of Warrants.

     (a) The Warrants may be exercised, in whole or in part, on or prior to the
Expiration Time by surrendering this Warrant Certificate, with the purchase form
provided for herein duly executed by the Warrantholder or by the Warrantholder's
duly authorized attorney-in-fact, at the principal office of the Company,
presently located at 92 Brown Place, Bronx New York 10454 or at such other
office or agency in the United States as the Company may designate by notice in
writing to the Warrantholder (in either event, the "Company Offices"),
accompanied by payment in full, either in the form of cash, bank cashier's check
or certified check payable to the order of the Company, of the Exercise Price
payable in respect of the Warrants being exercised. Alternatively, payment of
the Exercise Price may be made by cashless exercise method, as set forth in
subparagraph 1(b) below. If fewer than all of the Warrants are exercised, the
Company shall, upon each exercise prior to the Expiration Time, execute and
deliver to the Warrantholder a new Warrant Certificate (dated as of the date
hereof) evidencing the balance of the Warrants that remain exercisable.

     (b) The Warrantholder may also pay the Exercise Price by exercising all or
any portion of the unexercised Warrants hereunder into the number of shares of
Common Stock determined in accordance with the formula set forth below (the
"Cashless Exercise") by delivering an Exercise Form substantially in the form as
appended hereto to the Company by hand delivery, by U.S. Express Mail or Federal
Express or other recognized national delivery service, or by certified or
registered mail, return receipt requested, addressed to its principal office and
accompanied by this Warrant Certificate:

                 X = Y (A-B)
                     -------
                        A

         Where:  X  =  the number of the shares of Common Stock to be issued
                       to the Warrantholder upon exercise pursuant to this
                       Section 1(b).

                 Y  =  the number of shares of Common Stock represented by the
                       Warrants so exercised.

                 A  =  the closing price (or, if not trading, the fair market
                       value) of one share of Common Stock on the trading date
                       immediately preceding the Company's receipt of the
                       Exercise Form.

                 B  =  the Exercise Price.


     (c) On the date of exercise of the Warrants, the Warrantholder exercising
same shall be deemed to have become the holder of record for all purposes of the
Warrant Shares to which the exercise relates.

                                        2
<PAGE>

     (d) As soon as practicable, but not in excess of ten days, after the
exercise of all or part of the Warrants evidenced by this Warrant Certificate,
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
Warrantholder a certificate or certificates evidencing the number of duly
authorized, validly issued, fully paid and nonassessable Warrant Shares to which
the Warrantholder shall be entitled upon such exercise.

     (e) No certificates for fractional Warrant Shares shall be issued upon the
exercise of any of the Warrants but, in lieu thereof, the Company shall, upon
exercise of all the Warrants, round up any fractional Warrant Share to the
nearest whole share of Common Stock.

2. Issuance of Common Stock; Reservation of Shares.

     (a) The Company covenants and agrees that all Warrant Shares which may be
issued upon the exercise of all or part of the Warrants will, upon issuance in
accordance with the terms hereof, be validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof.

     (b) The Company further covenants and agrees that if any shares of Common
Stock to be reserved for the purpose of the issuance of Warrant Shares upon the
exercise of Warrants require registration with, or approval of, any governmental
authority under any federal or state law before such shares may be validly
issued or delivered upon exercise, then the Company will promptly use its best
efforts to effect such registration or obtain such approval, as the case may be.

3. Adjustments of Exercise Price, Number and Character of Warrant Shares, and
   Number of Warrants.

     The Exercise Price the number and kind of securities purchasable upon the
exercise of each Warrant shall be subject to adjustment from time to time upon
the happening of the events enumerated in this Section 3.

     (a) Stock Dividends, Subdivisions and Combinations. In case the Company
shall at any time on or before the Expiration Time:

          (i) pay a dividend in shares of Common Stock or make a distribution in
     shares of Common Stock or such other stock to holders of all its
     outstanding shares of Common Stock;

          (ii) subdivide or reclassify the outstanding shares of Common Stock
     into a greater number of shares;

          (iii) combine the outstanding shares of Common Stock into a smaller
     number of shares of Common Stock; or


                                        3
<PAGE>

          (iv) issue by reclassification of its shares of Common Stock other
     securities of the Company (including any such reclassification in
     connection with a consolidation or merger in which the Company is the
     continuing corporation);

then the number and kind of Warrant Shares purchasable upon exercise of each
Warrant outstanding immediately prior thereto shall be adjusted so that the
Warrantholder shall be entitled to receive the kind and number of shares of
Common Stock or other securities of the Company which the Warrantholder would
have owned or have been entitled to receive after the happening of any of the
events described above had such Warrant been exercised in full immediately prior
to the earlier of the happening of such event or any record date in respect
thereto. In the event of any adjustment of the number of Warrant Shares
purchasable upon the exercise of each then outstanding Warrants pursuant to this
Paragraph 3(a), the Exercise Price shall be adjusted to be the amount resulting
from dividing the number of shares of Common Stock (including fractional shares
of Common Stock) covered by such Warrant immediately after such adjustment into
the total amount payable upon exercise of such Warrant in full immediately prior
to such adjustment. An adjustment made pursuant to this Paragraph 3(a) shall
become effective immediately after the effective date of such event retroactive
to the record date for any such event. Such adjustment shall be made
successively whenever any event listed above shall occur.

     (b) Extraordinary Dividends. In case the Company shall at any time on or
before the Expiration Time fix a record date for the issuance of rights,
options, or warrants to all holders of its outstanding shares of Common Stock,
entitling them (for a period expiring within 45 days after such record date) to
subscribe for or purchase shares of Common Stock (or securities exchangeable for
or convertible into shares of Common Stock) at a price per share of Common Stock
(or having an exchange or conversion price per share of Common Stock, with
respect to a security exchangeable for or convertible into shares of Common
Stock) which is lower than the current Market Price per share of Common Stock
(as defined in Paragraph 3(d) below) on such record date, then the Exercise
Price shall be adjusted by multiplying the Exercise Price in effect immediately
prior to such record date by a fraction, of which (i) the numerator shall be the
number of shares of Common Stock outstanding on such record date plus the number
of shares of Common Stock which the aggregate offering price of the total number
of shares of Common Stock so to be offered (or the aggregate initial exchange or
conversion price of the exchangeable or convertible securities so to be offered)
would purchase at such current Market Price and (ii) the denominator shall be
the number of shares of Common Stock outstanding on such record date plus the
number of additional shares of Common Stock to be offered for subscription or
purchase (or into which the exchangeable or convertible securities so to be
offered are initially exchangeable or convertible). Such adjustment shall become
effective at the close of business on such record date; however, to the extent
that shares of Common Stock (or securities exchangeable for or convertible into
shares of Common Stock) are not delivered after the expiration of such rights,
options, or warrants, the Exercise Price shall be readjusted (but only with
respect to Warrants exercised after such expiration) to the Exercise Price which
would then be in effect had the adjustments made upon the issuance of such
rights, options, or warrants been made upon the basis of delivery of only the
number of shares of Common Stock (or securities exchangeable for or convertible
into shares of Common Stock) actually issued. In case any subscription price may
be paid in a consideration part or all of which shall be in a form other than
cash, the value of such consideration shall be as determined in good faith by
the Board of Directors

                                        4
<PAGE>

of the Company and shall be described in a statement mailed to the
Warrantholder. Shares of Common Stock owned by or held for the account of the
Company shall not be deemed outstanding for the purpose of any such computation.

     (c) Extraordinary Distributions. In case the Company shall at any time
after the original date of issuance of the Warrants (the "Date of Issuance")
distribute to all holders of its shares of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the surviving corporation) evidences of its indebtedness or assets
(excluding cash dividends and distributions payable out of consolidated net
income or earned surplus in accordance with Delaware law and dividends or
distributions payable in shares of stock described in Paragraph 3(a) above) or
rights, options, or warrants or exchangeable or convertible securities
containing the right to subscribe for or purchase shares of Common Stock (or
securities exchangeable for or convertible into shares of Common Stock), then
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date for such distribution by a fraction, of
which (i) the numerator shall be the current Market Price per share of Common
Stock (as defined in Paragraph 3(d)) on such record date, less the fair market
value (as determined by the Board of Directors of the Company, whose
determination shall be conclusive, and described in a notice to the
Warrantholders) of the portion of the evidences of indebtedness or assets so to
be distributed or of such rights, options or warrants applicable to one share of
Common Stock and (ii) the denominator shall be such current Market Price per
share of Common Stock. Such adjustment shall be made whenever any such
distribution is made, and shall become effective on the date of distribution
retroactive to the record date for such transaction.

     (d) Current Market Price Defined. For the purpose of any computation under
Paragraphs 3(b) and/or 3(c), the current Market Price per share of Common Stock
at any date shall be deemed to be the average daily Closing Price of the shares
of Common Stock for twenty consecutive trading days ending within fifteen days
before the date in question. The term "Closing Price" of the shares of Common
Stock for a day or days shall mean (i) if the shares of Common Stock are listed
or admitted for trading on a national securities exchange, the last reported
sales price regular way, or, in case no such reported sale takes place on such
day or days, the average of the reported closing bid and asked prices regular
way, in either case on the principal national securities exchange on which the
shares of the Common Stock are listed or admitted for trading, or (ii) if the
shares of Common Stock are not listed or admitted for trading on a national
securities exchange, (A) the last transaction price for the Common Stock on The
Nasdaq Stock Market ("Nasdaq") or, in the case no such reported transaction
takes place on such day or days, the average of the reported closing bid and
asked prices thereof quoted on Nasdaq, or (B) if the shares of Common Stock are
not quoted on Nasdaq, the average of the closing bid and asked prices of the
Common Stock as quoted on the Over-The-Counter Bulletin Board maintained by the
National Association of Securities Dealers, Inc. (the "Bulletin Board"), or (C)
if the shares of Common Stock are not quoted on Nasdaq nor on the Bulletin
Board, the average of the closing bid and asked prices of the common stock in
the over-the-counter market, as reported by The Pink Sheets, LLC, or an
equivalent generally accepted reporting service, or (iii) if on any such trading
day or days the shares of Common Stock are not quoted by any such organization,
the fair market value of the shares of Common Stock on such day or days, as
determined in good faith by the Board of Directors of the Company, shall be
used.


                                        5
<PAGE>

     (e) Minimum Adjustment. Except as hereinafter provided, no adjustment of
the Exercise Price hereunder shall be made if such adjustment results in a
change of the Exercise Price then in effect of less than five cents ($.05) per
share. Any adjustment of less than five cents ($.05) per share of any Exercise
Price shall be carried forward and shall be made at the time of and together
with any subsequent adjustment which, together with adjustment or adjustments so
carried forward, amounts to five cents ($.05) per share or more. However, upon
exercise of this Warrant Certificate, the Company shall make all necessary
adjustments (to the nearest cent) not theretofore made to the Exercise Price up
to and including the effective date upon which this Warrant Certificate is
exercised.

     (f) Notice of Adjustments. Whenever the Exercise Price shall be adjusted
pursuant to this Section 3, the Company shall promptly deliver a certificate
signed by the President or a Vice President and by the Chief Financial Officer,
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Company, setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Board of
Directors of the Company made any determination hereunder), by first class mail
postage prepaid to each Warrantholder.

     (g) Capital Reorganizations and Other Reclassifications. In case of any
capital reorganization of the Company, or of any reclassification of the shares
of Common Stock (other than a reclassification, subdivision or combination of
shares of Common Stock referred to in Paragraph 3(a)), or in case of the
consolidation of the Company with, or the merger of the Company with, or merger
of the Company into, any other corporation (other than a reclassification of the
shares of Common Stock referred to in Paragraph 3(a) or a consolidation or
merger which does not result in any reclassification or change of the
outstanding shares of Common Stock) or of the sale of the properties and assets
of the Company as, or substantially as, an entirety to any other corporation or
entity, each Warrant shall, after such capital reorganization, reclassification
of shares of Common Stock, consolidation, merger, or sale, be exercisable, upon
the terms and conditions specified in this Warrant Certificate, for the kind,
amount and number of shares or other securities, assets, or cash to which a
holder of the number of shares of Common Stock purchasable (at the time of such
capital reorganization, reclassification of shares of Common Stock,
consolidation, merger or sale) upon exercise of such Warrant would have been
entitled to receive upon such capital reorganization, reclassification of shares
of Common Stock, consolidation, merger, or sale; and in any such case, if
necessary, the provisions set forth in this Section 3 with respect to the rights
and interests thereafter of the Warrantholder shall be appropriately adjusted so
as to be applicable, as nearly equivalent as possible, to any shares or other
securities, assets, or cash thereafter deliverable on the exercise of the
Warrants. The Company shall not effect any such consolidation, merger, or sale,
unless prior to or simultaneously with the consummation thereof the successor
corporation or entity (if other than the Company) resulting from such
consolidation or merger or the corporation or entity purchasing such assets or
other appropriate corporation or entity shall assume, by written instrument, the
obligation to deliver to the Warrantholder such shares, securities, assets, or
cash as, in accordance with the foregoing provisions, such holders may be
entitled to purchase and the other obligations hereunder. The subdivision or
combination of shares of Common Stock at any time outstanding into a greater or
lesser number of shares shall not be deemed to be a reclassification of the
shares of Common Stock for purposes of this Paragraph 3(g).

                                        6
<PAGE>

     (h) Adjustments to Other Securities. In the event that at any time, as a
result of an adjustment made pursuant to this Section 3, the Warrantholder shall
become entitled to purchase any shares or securities of the Company other than
the shares of Common Stock, thereafter the number of such other shares or
securities so purchasable upon exercise of each Warrant and the exercise price
for such shares or securities shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as possible to the provisions with
respect to the shares of Common Stock contained in Paragraphs 3(a) through (e),
inclusive.

     (i) Deferral of Issuance of Additional Shares in Certain Circumstances. In
any case in which this Section 3 shall require that an adjustment in the
Exercise Price be made effective as of a record date for a specified event, the
Company may elect to defer until the occurrence of such event issuing to the
Warrantholder exercised after such record date the shares of Common Stock, if
any, issuable upon such exercise over and above the Warrant Shares, if any,
issuable upon such exercise on the basis of the Exercise Price in effect prior
to such adjustment; provided, however, that the Company shall deliver as soon as
practicable to such holder a due bill or other appropriate instrument provided
by the Company evidencing such holder's right to receive such additional shares
of Common Stock upon the occurrence of the event requiring such adjustment.

4. Definition of Common Stock.

     The Common Stock issuable upon exercise of the Warrants shall be the Common
Stock as constituted on the date hereof except as otherwise provided in Section
3.

5. Replacement of Securities.

     If this Warrant Certificate shall be lost, stolen, mutilated or destroyed,
the Company shall, on such terms as to indemnity or otherwise as the Company may
in its discretion reasonably impose, issue a new certificate of like tenor or
date 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. Any such new certificate shall constitute an original contractual
obligation of the Company, whether or not the allegedly lost, stolen, mutilated
or destroyed Warrant Certificate shall be at any time enforceable by anyone.

6. Registration.

     This Warrant Certificate, as well as all other warrant certificates
representing Warrants shall be numbered and shall be registered in a register
(the "Warrant Register") maintained at the Company Offices as they are issued.
The Warrant Register shall list the name, address and Social Security or other
Federal Identification Number, if any, of all Warrantholders. The Company shall
be entitled to treat the Warrantholder as set forth in the Warrant Register as
the owner in fact of the Warrants as set forth therein for all purposes and
shall not be bound to recognize any equitable or other claim to or interest in
such Warrants on the part of any other person, and shall not be liable for any
registration of transfer of Warrants that are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made with the
actual knowledge that a fiduciary or

                                        7
<PAGE>

nominee is committing a breach of trust in requesting such registration of
transfer, or with such knowledge of such facts that its participation therein
amounts to bad faith.

7. Transfer.

     NEITHER THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE NOR THE SHARES
OF COMMON STOCK OR ANY OTHER SECURITIES ISSUABLE UPON EXERCISE OF SUCH WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANTS
HAVE BEEN ACQUIRED, AND ANY SHARES OF COMMON STOCK OR ANY OTHER SECURITIES
ISSUABLE UPON EXERCISE OF SUCH WARRANTS ARE REQUIRED TO BE ACQUIRED, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT
BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH WARRANTS AND/OR SUCH SHARES OR OTHER
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH
WARRANTS AND SUCH SHARES OR OTHER SECURITIES TO THE EFFECT THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS.

8. Exchange of Warrant Certificates.

     This Warrant Certificate may be exchanged for another certificate or
certificates entitling the Warrantholder thereof to purchase a like aggregate
number of Warrant Shares as this Warrant Certificate entitles such Warrantholder
to purchase. A Warrantholder desiring to so exchange this Warrant Certificate
shall make such request in writing delivered to the Company, and shall surrender
this Warrant Certificate therewith. Thereupon, the Company shall execute and
deliver to the person entitled thereto a new certificate or certificates, as the
case may be, as so requested.

9. Notices.

     All notices and other communications hereunder shall be in writing and
shall be deemed given when delivered in person, against written receipt
therefor, or two days after being sent, by registered or certified mail, postage
prepaid, return receipt requested, and, if to the Warrantholder, at such address
as is shown on the Warrant Register or as may otherwise may have been furnished
to the Company in writing in accordance with this Section 9 by the Warrantholder
and, if to the Company, at the Company Offices or such other address as the
Company shall give notice thereof to the Warrantholder in accordance with this
Section 9.

10. Registration Rights.

     The Warrant Shares shall have registration rights pursuant to a
Registration Rights Agreement, dated of even date herewith.

                                        8
<PAGE>

11. Miscellaneous.

     This Warrant Certificate and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This certificate is deemed to have been delivered in the State of New
York and shall be construed and enforced in accordance with and governed by the
laws of such State. The headings in this Warrant Certificate are for purposes of
reference only, and shall not limit or otherwise affect any of the terms hereof.

11. Expiration.

     Unless as hereinafter provided, the right to exercise these Warrants shall
expire at the Expiration Date.

Dated: As of June 22, 2001
                                                 SPACIAL CORPORATION


                                                 By: /s/ James A. Prestiano
                                                     -----------------------
                                                 Name:   James A. Prestiano
                                                 Title:  President



                                        9
<PAGE>


                                 EXERCISE FORM



                                                 Dated:_______________, ____


TO: SPACIAL CORPORATION, INC.:

     The undersigned hereby irrevocably elects to exercise the within Warrant,
to the extent of purchasing _________________ shares of Common Stock, and hereby
makes payment of _____________ in payment of the actual Exercise Price thereof.


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


                     INSTRUCTIONS FOR REGISTRATION OF STOCK

                 Name:
                      ---------------------------------------------------------
                               (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                      ---------------------------------------------------------

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

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

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


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

            Signature:
                      ---------------------------------------------------------
                             (Signature must conform in all respects to
                                 the name of the Warrantholder as set
                                   forth on the face of this Warrant
                                            Certificate.)

                                       10
<PAGE>

                                 ASSIGNMENT FORM


             FOR VALUE RECEIVED,
                                 ----------------------------------------------
                                      (Please type or print in block letters)
hereby sells, assigns and transfers unto:

                 Name:
                      ---------------------------------------------------------
                              (Please type or print in block letters)
             Taxpayer
       Identification
               Number:
                      ---------------------------------------------------------

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

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

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



this Warrant Certificate and the Warrants represented by this Warrant
Certificate to the extent of ________________ Warrants and does hereby
irrevocably constitute and appoint ___________________________ Attorney-in-Fact,
to transfer the same on the books of the Company with full power of substitution
in the premises.

               Dated:
                      ---------------------------------------------------------



            Signature:
                      ---------------------------------------------------------
                            (Signature must conform in all respects to
                                the name of the Warrantholder as set
                                 forth on the face of this Warrant
                                          Certificate.)


                                       11