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                                                                    Exhibit 4.10

                               ISONICS CORPORATION

                                       AND

                   CONTINENTAL STOCK TRANSFER & TRUST COMPANY

                              Amended and Restated

                                WARRANT AGREEMENT

                  Dated as of July 26, 2001 but effective as of

                                  August , 2001

   Amending and Restating that certain Amended and Restated Warrant Agreement
         dated December 12, 2000, which amended and restated the Warrant
       Agreement dated as of June 1, 2000, as amended as of August 9, 2000














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                               CLASS B and CLASS C
                              Amended and Restated
                                WARRANT AGREEMENT

         THIS WARRANT AGREEMENT (this "Agreement"), dated as of June 30, 2001
but effective as of August , 2001, by and among ISONICS CORPORATION, a
California corporation (the "Company"), and CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, as Warrant Agent (the "Warrant Agent"), and each of their successors
and assigns, AMENDS AND RESTATES IN ITS ENTIRETY that certain warrant agreement
between the parties dated as of June 1, 2000, as amended as of August 9, 2000
and December 12, 2000.

W I T N E S S E T H:

         WHEREAS, in connection with (i) the Company's underwritten initial
public offering pursuant to a registration statement on Form SB-2, an
unaffiliated party as underwriter sold on behalf of the Company 810,000 Units
consisting of 810,000 shares of Common Stock (as defined in Section 1), and
810,000 Class A redeemable common stock purchase warrants (the "Class A
Warrants"), each warrant entitling the holder thereof to purchase one additional
share of Common Stock; and (ii) the sale to the underwriter of warrants (the
"Underwriter's Warrants") to purchase up to 80,000 shares of Common Stock and/or
80,000 Warrants, the Company issued 890,000 Warrants (subject to adjustment as
provided herein and in the Underwriter's Warrant Agreement); and

         WHEREAS, the Company offered the holders of the Class A Warrants an
incentive to exchange the Class A Warrants for Class B Warrants (as defined
elsewhere herein) pursuant to a registration statement on Form S-4 (the
"Exchange Offer") pursuant to which persons holding 632,160 Class A Warrants
acquired Class B Warrants; and

         WHEREAS, on December 13, 2000, the Company issued Class B Warrants to
acquire an additional 675,000 shares of Common Stock and an additional 675,000
Class C Warrants and, as a pricing adjustment effective July , 2001, issued an
additional 675,000 Class B Warrants exercisable to acquire a total of 675,000
shares of common stock and 675,000 Class C Warrants (the "Private Placement");

         WHEREAS, as a result of the Exchange Offer and the Private Placement,
and the subsequent exercise of 202,500 Class B Warrants, there are the following
outstanding as of the date hereof:

         1,779,660 Class B Warrants (being the total issued (1,982,160) less the
         202,500 which have been exercised); and

         202,500 Class C Warrants, with an additional 1,779,660 Class C Warrants
         issuable upon exercise of outstanding Class B Warrants.


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         WHEREAS, the Company has determined it is appropriate and in its best
interests and in the best interests of its shareholders and the persons who may
become holders of Class B Warrants and Class C Warrants to amend certain
provisions of the Class B Warrants and the Class C Warrants to, among other
things stated herein, reduce the exercise price of the Warrants, provide for the
redemption of the Class B Warrants, and amend the redemption provisions of the
Class C Warrants;

         WHEREAS, persons who hold at least 66-2/3% of the outstanding Warrants
have approved this amended and restated Warrant Agreement in accordance with
Section 11 hereof; and

         WHEREAS, the Company desires to provide for the issuance of
certificates representing the Class B Warrants and Class C Warrants
(collectively referred to as the "Class B/C Warrants" or (when the context
requires the "Warrants"); and

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange and redemption of the Class B/C
Warrants, the issuance of certificates representing the Class B/C Warrants, the
exercise of the Class B/C Warrants and the rights of the holders thereof.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Class B/C Warrants and the certificates representing the Class
B/C Warrants and the respective rights and obligations thereunder of the
Company, the holders of certificates representing the Class B/C Warrants, and
the Warrant Agent, the parties hereto agree to amend and restate the agreement
between them as follows and, since there are no Registered Holders (as that term
is defined herein) and since the amendment does not adversely affect the
interests of the holders of the Warrant Certificates, without requiring the
consent of any other person pursuant to Section 11 hereof and the predecessor to
this Agreement:

1.       DEFINITIONS. As used herein (and in addition to the definitions set
         forth above in the Recitals), the following terms shall have the
         following meanings, unless the context shall otherwise require:

         (a)      "Act" shall mean the Securities Act of 1933, as amended.

         (b)      ______ "Common Stock" shall have the meaning assigned to it in
                  Section 8(h) hereof.

         (c)      "Class A Warrants" shall mean the outstanding Class A
                  Redeemable Common Stock Purchase Warrants of the Corporation
                  which are subject to an agreement between the Corporation, the
                  Warrant Agent, and


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                  the underwriter dated September 22, 1997.

         (d)      "Class B Warrants" shall mean the Warrants being offered in
                  exchange for the outstanding Class A Warrants and the
                  additional Class B Warrants sold in December 2000 as a part of
                  a Unit consisting of one share of Common Stock and two Class B
                  Warrants.

         (e)      "Class C Warrants" shall mean the Warrants issuable upon
                  exercise of the Class B Warrants.

         (f)      "Commission" shall mean the Securities and Exchange
                  Commission.

         (g)      "Corporate Office" shall mean the office of the Warrant Agent
                  (or its successor) at which at any particular time its
                  business shall be administered, which office is located on the
                  date hereof c/o Continental Stock Transfer & Trust Company, 2
                  Broadway, 19th Floor, New York, NY 10004.

         (h)      "Exchange Act" shall mean the Securities Exchange Act of 1934,
                  as amended.

         (i)      "Exercise Date" shall mean, subject to the provisions of
                  Section 5(b) hereof, as to any Warrant, the date on which the
                  Warrant Agent shall have received both (i) the Warrant
                  Certificate representing such Warrant, with the exercise form
                  thereon duly executed by the Registered Holder hereof or his
                  attorney duly authorized in writing; and (ii) payment in cash
                  or by official bank or certified check made payable to the
                  Warrant Agent for the account of the Company, in the amount in
                  lawful money of the United States of America equal to the
                  applicable Purchase Price (as hereinafter defined) in good
                  funds.

         (j)      "Exercise Price" shall mean, subject to modification and
                  adjustment as provided in Section 8, $1.50 per share for the
                  Class B Warrants and $2.50 per share for the Class C Warrants,
                  and further subject to the Company's right, in its sole
                  discretion, to decrease the Exercise Price on not less than
                  thirty (30) days prior written notice to the Registered
                  Holders.

         (k)      "Initial Warrant Exercise Date" shall mean the date of
                  issuance with respect to the Class B Warrants and the Class C
                  Warrants.

         (l)      "Initial Warrant Redemption Date" shall mean the date of
                  issuance with respect to the Class C Warrants and May 1, 2001
                  with respect to the Class B Warrants.

         (m)      "Market Price" shall mean


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         (i)      if the Common Stock is listed, or admitted to unlisted trading
                  privileges on a national securities exchange, or is traded on
                  the Nasdaq National Market or Nasdaq, the last reported
                  closing sale price on the five trading days prior to the date
                  of the event to which such Market Price relates, or, if no
                  such reported closing sale takes place on such date, then the
                  average of the last reported closing sales prices for the last
                  five trading days before such date, in each case as officially
                  reported by the principal securities exchange on which the
                  Common Stock is listed or admitted to unlisted trading
                  privileges or by the Nasdaq National Market or Nasdaq, or

         (ii)     if the Common Stock is not listed or admitted to unlisted
                  trading privileges, on any national securities exchange, or
                  traded on the Nasdaq National Market or Nasdaq, but is
                  traded in the over-the-counter market, then the average of
                  the closing sale prices (or if closing sale prices are not
                  reported, the average of the last reported bid and asked
                  prices) of the Common Stock reported by the National
                  Quotation Bureau, Inc. or similar bureau if the National
                  Quotation Bureau, Inc. is no longer reporting such
                  information on the date of the event to which such Market
                  Price relates, and if no such prices are reported on such
                  date, then the average of the last so reported bid and
                  asked prices on the last five trading days on which such
                  prices are reported immediately preceding such date; or

         (iii)    if the Common Stock is neither listed, nor admitted to
                  unlisted trading privileges on a national securities exchange,
                  nor traded on the Nasdaq National Market or Nasdaq, nor traded
                  in the over-the-counter market, then the fair market value of
                  the Common Stock, not less than the book value thereof, as of
                  the date of the event to which such Market Price relates, as
                  determined in good faith (using customary valuation methods)
                  by the Board of Directors of the Company, which determination
                  shall be evidenced by a resolution of the Board of Directors
                  and based on the best information available to it.

         (n)      "NASD" shall mean the National Association of Securities
                  Dealers, Inc.

         (o)      "Nasdaq" shall mean the Nasdaq SmallCap Market or, if not
                  quoted on the Nasdaq SmallCap Market then the OTC Bulletin
                  Board or, if not quoted on the OTC Bulletin Board in the "pink
                  sheets" as published by National Quotation Bureau.

         (p)      "Redemption Date" shall mean the date (which may not occur
                  before the Initial Warrant Redemption Date) fixed for the
                  redemption of the Class B Warrants or the Class C Warrants in
                  accordance with the terms hereof.

         (q)      "Redemption Price" shall mean the price at which the Company
                  may, at its option, redeem the Warrants, in accordance with
                  the terms hereof, which price shall be $0.10 per Warrant,
                  subject to adjustment from time to time pursuant to the
                  provisions of Section 9 hereof.


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         (r)      "Registered Holder" shall mean each person in whose name a
                  Warrant Certificate representing any of the Warrants shall be
                  registered on the books maintained by the Warrant Agent
                  pursuant to Section 6.

         (s)      "Underwriter's Warrant Agreement" shall mean the agreement
                  dated as of September 22, 1997 between the Company and Monroe
                  Parker Securities, Inc. relating to and governing the terms
                  and provisions of the Underwriter's Warrants.

         (t)      "Transfer Agent" shall mean Continental Stock Transfer & Trust
                  Company, or its authorized successor.

         (u)      "Underwriting Agreement" shall mean the underwriting agreement
                  dated as of September 22, 1997 between the Company and the
                  underwriter relating to the Offering.

         (v)      "Warrant Certificate" shall mean a certificate representing
                  one or more of the Warrants substantially in the form annexed
                  as Exhibit A (with respect to the Class B Warrants") or
                  Exhibit B (with respect to the Class C Warrants").

         (w)      "Warrant Expiration Date" shall mean, unless the Warrants are
                  redeemed as provided in Section 9 hereof prior to such date,
                  5:00 p.m. (New York time): (i) with respect to the Class B
                  Warrants, on December 31, 2005, and (ii) with respect to the
                  Class C Warrants, on December 31, 2005, or if earlier, the
                  Redemption Date as defined herein, whichever date is earlier;
                  provided that if such date shall in the State of New York be a
                  holiday or a day on which banks located in the State of New
                  York are authorized to close, then 5:00 p.m. (New York time)
                  on the next following day which, in the State of New York, is
                  neither a holiday nor a day on which such banks are authorized
                  to close. Upon prior written notice to the Registered Holders,
                  the Company (in its sole discretion) shall have the right to
                  extend the Warrant Expiration Date.

         (x)      "Warrants" mean, collectively, the Class B Warrants and the
                  Class C Warrants.

2.       WARRANTS AND ISSUANCE OF WARRANT CERTIFICATES.

         (a)      Each Class B Warrant shall initially entitle the Registered
                  Holder of the Warrant Certificate representing such Warrant to
                  purchase at the Exercise Price therefor from the Initial
                  Warrant Exercise Date until the Warrant Expiration Date one
                  share of Common Stock and one Class C Warrant upon the
                  exercise thereof in accordance with the terms hereof (subject
                  to modification and adjustment as provided in Section 8).


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         (b)      Each Class C Warrant shall initially entitle the Registered
                  Holder of the Warrant Certificate representing such Warrant to
                  purchase at the Exercise Price therefor from the Initial
                  Warrant Exercise Date until the Warrant Expiration Date one
                  share of Common Stock upon the exercise thereof in accordance
                  with the terms hereof (subject to modification and adjustment
                  as provided in Section 8).

         (c)      Upon execution of this Agreement, Warrant Certificates
                  representing the number of Class B Warrants exchanged pursuant
                  to the exchange offer (subject to modification and adjustment
                  as provided in Section 8) shall be executed by the Company and
                  delivered to the Warrant Agent.

         (d)      Upon exercise of the Underwriter's Warrants as provided
                  therein, Warrant Certificates representing all or a portion of
                  80,000 Warrants to purchase up to an aggregate of 80,000
                  shares of Common Stock (subject to modification and adjustment
                  as provided in Section 8 hereof and in the Underwriter's
                  Warrant Agreement), shall be countersigned, issued and
                  delivered by the Warrant Agent upon written order of the
                  Company signed by its Chairman of the Board, Chief Executive
                  Officer, President or a Vice President and by its Chief
                  Financial Officer, Treasurer or an Assistant Treasurer or its
                  Secretary or an Assistant Secretary.

         (e)      From time to time, up to the Warrant Expiration Date, the
                  Warrant Agent shall countersign and deliver Warrant
                  Certificates in required denominations of one or whole number
                  multiples thereof to the person entitled thereto in connection
                  with any transfer or exchange permitted under this Agreement.
                  Except as provided herein, no Warrant Certificates shall be
                  issued except: (i) Warrant Certificates initially issued
                  hereunder and those issued on or after the Initial Warrant
                  Exercise Date, upon the exercise of fewer than all Warrants
                  held by the exercising Registered Holder, (ii) Warrant
                  Certificates issued upon any transfer or exchange of Warrants,
                  (iii) Warrant Certificates issued in replacement of lost,
                  stolen, destroyed or mutilated Warrant Certificates pursuant
                  to Section 7, (iv) Warrant Certificates issued pursuant to the
                  Underwriter's Warrant Agreement; and (v) at the option of the
                  Company, Warrant Certificates may be issued in such form as
                  may be approved by its Board of Directors, to reflect any
                  adjustment or change in the Exercise Price, the number of
                  shares of Common Stock purchasable upon exercise of the
                  Warrants or the Redemption Price therefor made pursuant to
                  Section 8 hereof.

3.       FORM AND EXECUTION OF WARRANT CERTIFICATES.

         (a)      The Warrant Certificates shall be substantially in the form
                  annexed hereto as Exhibits A and B (the provisions of which
                  are hereby incorporated herein) and may have such letters,
                  numbers or other marks of identification or designation and
                  such legends, summaries or


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                  endorsements printed, lithographed or engraved thereon as the
                  Company may deem appropriate and as are not inconsistent with
                  the provisions of this Agreement, or as may be required to
                  comply with any law or with any rule or regulation made
                  pursuant thereto or with any rule or regulation of any stock
                  exchange on which the Warrants may be listed, or to conform to
                  usage. The Warrant Certificates shall be dated the date of
                  issuance thereof (whether upon initial issuance, transfer,
                  exchange or in lieu of mutilated, lost, stolen or destroyed
                  Warrant Certificates) and issued in registered form. Warrants
                  shall be numbered serially with the letters "WB" on the Class
                  B Warrants and with the letters "WC" on the Class C Warrants.

         (b)      Warrant Certificates shall be executed on behalf of the
                  Company by its Chairman of the Board, Chief Executive Officer,
                  President or any Vice President and by its Chief Financial
                  Officer, Treasurer or an Assistant Treasurer or its Secretary
                  or an Assistant Secretary, by manual signatures or by
                  facsimile signatures printed thereon, and shall have imprinted
                  thereon a facsimile of the Company's seal. Warrant
                  Certificates shall be manually countersigned by the Warrant
                  Agent and shall not be valid for any purpose unless so
                  countersigned. In case any officer of the Company who shall
                  have signed any of the Warrant Certificates shall cease to be
                  such officer of the Company after the date of signature but
                  before the date of issuance of the Warrant Certificates or
                  before countersignature by the Warrant Agent and issuance and
                  delivery thereof, such Warrant Certificates, nevertheless, may
                  be countersigned by the Warrant Agent, issued and delivered
                  with the same force and effect as though the person who signed
                  such Warrant Certificates had not ceased to be such officer of
                  the Company. After countersignature by the Warrant Agent,
                  Warrant Certificates shall be delivered by the Warrant Agent
                  to the Registered Holder promptly and without further action
                  by the Company.

4.       EXERCISE.

         (a)      Warrants in denominations of one or whole number multiples
                  thereof may be exercised by the Registered Holder thereof
                  commencing at any time on or after the Initial Warrant
                  Exercise Date, but not after the Warrant Expiration Date, upon
                  the terms and subject to the conditions set forth herein and
                  in the applicable Warrant Certificate. Warrants may be
                  exercised by their holders as follows: The exercise of
                  Warrants shall be accomplished upon surrender of the Warrant
                  Certificate evidencing such Warrants, with the Subscription
                  Form on the reverse side thereof duly filled in and executed,
                  to the Warrant Agent at its business office, together with
                  payment to the Warrant Agent of the Exercise Price (as of the
                  date of such surrender) of the Warrants then being exercised
                  and an amount equal to any applicable transfer tax and, if
                  requested by the Company, any other taxes or governmental
                  charges which the Company may be required by law to collect in
                  respect of such exercise.


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         (b)      Payment of the Exercise Price and other amounts may be made by
                  wire transfer of good funds, or by certified or bank cashier's
                  check, payable in lawful money of the United States of America
                  to the order of the Company and deliver such payment to the
                  Warrant Agent who shall in turn deliver the payment to the
                  Company. No adjustment shall be made for any cash dividends,
                  whether paid or declared, on any securities issuable upon
                  exercise of a Warrant. A Warrant shall be deemed to have been
                  exercised immediately prior to the close of business on the
                  Exercise Date and upon exercise thereof, the person entitled
                  to receive the securities deliverable upon such exercise shall
                  be treated for all purposes as the holder of the securities
                  issuable thereby as of the close of business on the Exercise
                  Date. If Warrants in denominations other than whole number
                  multiples thereof shall be exercised at one time by the same
                  Registered Holder, the number of full shares of Common Stock
                  which shall be issuable upon exercise thereof shall be
                  computed on the basis of the aggregate number of full shares
                  of Common Stock issuable upon such exercise. As soon as
                  practicable on or after the Exercise Date and in any event
                  within five business days after such date, if one or more
                  Warrants have been exercised in the manner described in this
                  subsection (a), the Warrant Agent on behalf of the Company
                  shall cause to be issued to the person or persons entitled to
                  receive the same a Common Stock certificate or certificates
                  for the shares of Common Stock deliverable upon such exercise,
                  and the Warrant Agent shall deliver the same to the person or
                  persons entitled thereto. Upon the exercise of any one or more
                  Warrants, the Warrant Agent shall promptly notify the Company
                  in writing of such fact and of the number of securities
                  delivered upon such exercise and, subject to subsection (b)
                  below, shall cause payment in cash or by check made payable to
                  the order of the Company, equal to the Exercise Price of such
                  Warrants, to be deposited promptly in the Company's bank
                  account or paid directly to the Company, as specified by the
                  Company.

         (c)      The Company shall not be required to issue fractional shares
                  on the exercise of Warrants. Warrants may be exercised only in
                  such multiples as are required to permit the issuance by the
                  Company of one or more whole shares. If one or more Warrants
                  shall be presented for exercise in full at the same time by
                  the same Registered Holder, the number of whole shares which
                  shall be issuable upon such exercise thereof shall be computed
                  on the basis of the aggregate number of shares purchasable on
                  exercise of the Warrants presented. If any fraction of a share
                  would, except for the provisions provided herein, be issuable
                  on the exercise of any Warrant (or specified portion thereof),
                  the Company shall pay an amount in cash equal to such fraction
                  multiplied by the then current Market Price of a share of
                  Common Stock.


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         (d)      If at the time of exercise of any of the Warrants, the Company
                  does not have in place an effective registration statement or
                  is otherwise, in the good faith determination of the Board of
                  Directors of the Company, precluded by applicable laws from
                  issuing the shares of Common Stock issuable upon such
                  exercise, the Company may (but is not required to), in lieu of
                  issuance of those shares, elect to redeem the Warrants duly
                  surrendered for exercise for a price per Warrant equal to the
                  difference between the Market Price of a share of Common Stock
                  on the date of such submission and the Exercise Price, and in
                  the event of such redemption, the Company will pay to the
                  Registered Holder the above-described Redemption Price in cash
                  within ten (10) business days after receipt of notice from the
                  Warrant Agent that such Warrants have been submitted for
                  exercise.

         (e)      This Warrant shall not be exercisable by a Registered Holder
                  in any state where such exercise would be unlawful.

5.       RESERVATION OF SHARES; LISTING; PAYMENT OF TAXES; ETC.

         (a)      The Company covenants that it will at all times reserve and
                  keep available out of its authorized Common Stock, solely for
                  the purpose of issue upon exercise of Warrants, such number of
                  shares of Common Stock as shall then be issuable upon the
                  exercise of all outstanding Warrants. The Company covenants
                  that all shares of Common Stock which shall be issuable upon
                  exercise of the Warrants shall, at the time of delivery
                  thereof, be validly issued, fully paid and nonassessable and
                  free from all preemptive or similar rights, taxes, liens and
                  charges with respect to the issue thereof, and that upon
                  issuance such shares shall be listed on each securities
                  exchange, if any, on which the other shares of outstanding
                  Common Stock of the Company are then listed.

         (b)      The Company covenants that if any securities to be reserved
                  for the purpose of exercise of Warrants hereunder require
                  registration with, or approval of, any governmental authority
                  under any federal securities law before such securities may be
                  validly issued or delivered upon such exercise, then the
                  Company will file a registration statement under the federal
                  securities laws or a post-effective amendment covering such
                  securities, use its best efforts to cause the same to become
                  effective and to keep such registration statement current on
                  or after the Initial Warrant Exercise Date and while any of
                  the Warrants are outstanding and deliver a prospectus which
                  complies with Section 10(a)(3) of the Act to the Registered
                  Holder exercising the Warrant (except, if in the opinion of
                  counsel to the Company, such registration is not required
                  under the federal securities laws or if the Company receives a
                  letter from the staff of the Commission stating that it would
                  not take any enforcement action if such


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                  registration is not effected; PROVIDED, HOWEVER, that if at
                  the time of exercise of any Warrants the Company does not have
                  in place an effective registration statement or is otherwise,
                  in the good faith determination of the Board of Directors of
                  the Company, precluded by applicable laws from issuing the
                  underlying shares of Common Stock, the Company may, in lieu of
                  issuance of the shares of Common Stock, elect to the Warrants
                  duly surrendered for exercise for a price per Warrant equal to
                  the difference between the Market Price of the securities for
                  which such Warrant is exercisable on the date of such
                  submission and the Exercise Price of such Warrants, and in the
                  event of such redemption, the Company will pay to the holder
                  of such Warrants the above-described redemption price in cash
                  within ten (10) business days after receipt of notice from the
                  Warrant Agent that such Warrants have been submitted for
                  exercise. The Company will use its best efforts to obtain
                  appropriate approvals or registrations under state "blue sky"
                  securities laws with respect to any such securities. However,
                  Warrants may not be exercised by, or shares of Common Stock
                  issued to, any Registered Holder in any state in which such
                  exercise or issuance would be unlawful.

         (c)      The Company shall pay all documentary, stamp or similar taxes
                  and other governmental charges that may be imposed with
                  respect to the issuance of Warrants, or the issuance or
                  delivery of any shares of Common Stock upon exercise of the
                  Warrants; provided, however, that if shares of Common Stock
                  are to be delivered in a name other than the name of the
                  Registered Holder of the Warrant Certificate representing any
                  Warrant being exercised, then no such delivery shall be made
                  unless the person requesting the same has paid to the Warrant
                  Agent the amount of transfer taxes or charges incident
                  thereto, if any; PROVIDED, HOWEVER, that the Company shall not
                  be required (i) to pay any tax which may be payable in respect
                  of any transfer involved in the transfer and delivery of
                  Warrant Certificates; or (ii) to issue or deliver any
                  certificate for shares of Common Stock or other securities
                  upon the exercise of any Warrant Certificate until any such
                  tax shall have been paid, all such tax being payable by the
                  holder of such Warrant Certificate at the time of surrender.

         (d)      The Warrant Agent is hereby irrevocably authorized as the
                  Transfer Agent to requisition from time to time certificates
                  representing shares of Common Stock or other securities
                  required to be issued upon exercise of the Warrants, and the
                  Company will comply with all such requisitions.

6.       EXCHANGE AND REGISTRATION OF TRANSFER.

         (a)      Warrant Certificates may be exchanged for other Warrant
                  Certificates representing an equal aggregate number of
                  Warrants of the same class or may be transferred in whole or
                  in part. Warrant Certificates to be exchanged shall be
                  surrendered to the Warrant Agent at its Corporate


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                  Office, and, promptly following satisfaction of the terms and
                  provisions hereof, the Company shall execute and the Warrant
                  Agent shall countersign, issue and deliver in exchange
                  therefor the Warrant Certificate or Certificates which the
                  Registered Holder making the exchange shall be entitled to
                  receive.

         (b)      The Warrant Agent shall keep, at its office, books in which,
                  subject to such reasonable regulations as it may prescribe, it
                  shall register Warrant Certificates and the transfer thereof
                  in accordance with customary practice. Upon due presentment
                  for registration of transfer of any Warrant Certificate at
                  such office, the Company shall execute and the Warrant Agent
                  shall issue and deliver to the transferee or transferees a new
                  Warrant Certificate or Certificates representing an equal
                  aggregate number of Warrants of the same class.

         (c)      With respect to all Warrant Certificates presented for
                  registration of transfer, or for exchange or exercise, the
                  Subscription Form on the reverse thereof shall be duly
                  endorsed or be accompanied by a written instrument or
                  instruments of transfer and subscription, in form satisfactory
                  to the Company and the Warrant Agent, duly executed by the
                  Registered Holder thereof or his attorney-in-fact duly
                  authorized in writing.

         (d)      A service charge may be imposed on the Registered Holder by
                  the Warrant Agent for any exchange or registration of transfer
                  of Warrant Certificates. In addition, the Company may require
                  payment by such holder of a sum sufficient to cover any tax or
                  other governmental charge that may be imposed in connection
                  therewith.

         (e)      All Warrant Certificates surrendered for exercise or for
                  exchange in case of mutilated Warrant Certificates shall be
                  promptly canceled by the Warrant Agent and thereafter retained
                  by the Warrant Agent until termination of this Agreement.

         (f)      Prior to due presentment for registration of transfer thereof,
                  the Company and the Warrant Agent may deem and treat the
                  Registered Holder of any Warrant Certificate as the absolute
                  owner thereof and of each Warrant represented thereby
                  (notwithstanding any notations of ownership or writing thereon
                  made by anyone other than a duly authorized officer of the
                  Company or the Warrant Agent) for all purposes and shall not
                  be affected by any notice to the contrary.

7.       LOSS OR MUTILATION. Upon receipt by the Company and the Warrant Agent
         of evidence satisfactory to them of the ownership of and the loss,
         theft, destruction or mutilation of any Warrant Certificate and (in the
         case of loss, theft or destruction) of indemnity satisfactory to them,
         and (in case of mutilation) upon surrender and cancellation thereof,
         the Company shall execute and the Warrant Agent shall (in


                                       12
<Page>

         the absence of notice to the Company and/or the Warrant Agent that a
         new Warrant Certificate has been acquired by a bona fide purchaser)
         countersign and deliver to the Registered Holder in lieu thereof a new
         Warrant Certificate of like tenor representing an equal aggregate
         number of Warrants. Applicants for substitute Warrant Certificates
         shall also comply with such other reasonable regulations and pay such
         other reasonable charges and provide a bond (if necessary) as the
         Warrant Agent may prescribe.

8.       ADJUSTMENTS OF NUMBER AND KIND OF SHARES PURCHASABLE AND EXERCISE
         PRICE. The number and kind of securities or other property purchasable
         upon exercise of a Warrant shall be subject to adjustment from time to
         time upon the occurrence, after the date hereof, of any of the
         following events:

         (a)      DIVIDENDS, STOCK SPLITS, REVERSE SPLITS, ETC. In case the
                  Company shall (i) pay a dividend in, or make a distribution
                  of, shares of Common Stock or of capital stock convertible
                  into Common Stock on its outstanding Common Stock, (ii)
                  subdivide its outstanding shares of Common Stock into a
                  greater number of such shares, or (iii) combine its
                  outstanding shares of Common Stock into a smaller number of
                  such shares, the total number of shares of Common Stock
                  purchasable upon the exercise of each Warrant outstanding
                  immediately prior thereto shall be adjusted so that the
                  Registered Holder of any Warrant Certificate thereafter
                  surrendered for exercise shall be entitled to receive, at the
                  same aggregate Exercise Price, the number of shares of Common
                  Stock which such holder would have owned or have been entitled
                  to receive immediately following the happening of any of the
                  events described above had such Warrant been exercised in full
                  immediately prior to the occurrence of such event. Any
                  adjustment made pursuant to this subsection shall, in the case
                  of a stock dividend or distribution, become effective as of
                  the record date therefor and, in the case of a subdivision or
                  combination, be made as of the effective date thereof. If, as
                  a result of an adjustment made pursuant to this subsection,
                  the Registered Holder of any Warrant Certificate thereafter
                  surrendered for exercise shall become entitled to receive
                  shares of two or more classes of capital stock of the Company,
                  the Board of Directors of the Company (whose determination
                  shall be conclusive and shall be evidenced by a Board
                  resolution filed with the Warrant Agent) shall determine the
                  allocation of the Exercise Price among shares of such classes
                  of capital stock.

         (b)      NO CHANGE IN AGGREGATE EXERCISE PRICE. In the event of any
                  adjustment of the total number of shares of Common Stock
                  purchasable upon the exercise of Warrants pursuant to
                  subsection (a) above, the aggregate Exercise Price of each
                  such Warrant shall remain unchanged, but the number of shares
                  of capital stock obtainable on exercise of each such Warrant
                  shall be adjusted as provided in subsection (a) above.


                                       13
<Page>

         (c)      REORGANIZATION OR RECLASSIFICATION. In the event of a capital
                  reorganization or a reclassification of the Common Stock
                  (except as provided in subsection (a) above or subsection (e)
                  below), each Registered Holder of a Warrant, upon exercise of
                  such Warrant, shall be entitled to receive at the same
                  aggregate Exercise Price, in substitution for the Common Stock
                  to which such Registered Holder would have become entitled
                  upon exercise immediately prior to such reorganization or
                  reclassification, the shares or other securities or property
                  of the Company (or cash) that he would have been entitled to
                  receive upon such reorganization or reclassification if such
                  Warrant had been exercised immediately prior thereto; and in
                  any such case, appropriate provision (as determined by the
                  Board of Directors of the Company, whose determination shall
                  be conclusive and shall be evidenced by a certified Board
                  resolution filed with the Warrant Agent) shall be made for the
                  application of this Section 8 with respect to the rights and
                  interests thereafter of the Registered Holders of all then
                  outstanding Warrants (including but not limited to the
                  allocation of the Exercise Price among shares of classes of
                  capital stock), to the end that this Section 8 (including the
                  adjustments of the number of shares of Common Stock or other
                  securities purchasable and the Exercise Price thereof) shall
                  thereafter be reflected, as nearly as reasonably practicable,
                  in all subsequent exercises of the Warrants for any shares or
                  securities or other property (or cash) thereafter deliverable
                  upon the exercise of the Warrants.

         (d)      CERTIFICATE OF ADJUSTMENT. Whenever the number of shares of
                  Common Stock or other securities purchasable upon exercise of
                  a Warrant is adjusted as provided in this Section 8, the
                  Company will promptly file with the Warrant Agent a
                  certificate signed by a Chairman or Vice-Chairman of the Board
                  or the President or a Vice President of the Company and by the
                  Chief Financial Officer, Treasurer or an Assistant Treasurer
                  or the Secretary or an Assistant Secretary of the Company
                  setting forth the number and kind of securities or other
                  property purchasable upon exercise of a Warrant, as so
                  adjusted, stating that such adjustments in the number or kind
                  of shares or other securities or property conform to the
                  requirements of this Section 8, and setting forth a brief
                  statement of the facts accounting for such adjustments.
                  Promptly after receipt of such certificate, the Company, or
                  the Warrant Agent at the Company's request, will deliver, by
                  first-class mail, postage pre-paid, a brief summary thereof
                  (to be supplied by the Company) to all Registered Holders of
                  the outstanding Warrant Certificates; provided, however, that
                  failure to file or to give any notice required under this
                  subsection, or any defect therein, shall not affect the
                  legality or validity of any such adjustments under this
                  Section 8; and provided, further, that, where appropriate,
                  such notice may be given in advance and included as part of
                  the notice required to be given pursuant to Section 12 hereof.


                                       14
<Page>

         (e)      MERGER OR CONSOLIDATION. In case of any consolidation of the
                  Company with, or merger of the Company into another
                  corporation (other than a consolidation or merger which does
                  not result in any reclassification or change of the
                  outstanding Common Stock) or in case of any sale or conveyance
                  to another corporation of the property of the Company as an
                  entirety or substantially as an entirety in a transaction
                  involving as an element thereof the distribution of the
                  consideration received by the Company therefrom, the
                  corporation formed by such consolidation or merger or the
                  corporation which shall have acquired such assets, as the case
                  may be, shall execute and deliver to the Warrant Agent a
                  supplemental warrant agreement provided that the Registered
                  Holder of each Warrant then outstanding shall have the right
                  thereafter (until the expiration of such Warrant) to receive,
                  upon exercise of such Warrant, solely the kind and amount of
                  shares of stock and other securities and property (or cash)
                  receivable upon such consolidation, merger, sale or transfer
                  by a holder of the number of shares of Common Stock of the
                  Company for which such Warrant could have been exercised
                  immediately prior to such consolidation, merger, sale or
                  transfer. Such supplemental warrant agreement shall provide
                  for adjustments, which shall be as nearly equivalent as may be
                  practicable to the adjustments provided in this Section 8. The
                  above provision of this Subsection 8(e) shall similarly apply
                  to successive consolidations, mergers, sales or transfers.

         (f)      EFFECT OF ADJUSTMENTS ON WARRANT CERTIFICATES. Irrespective of
                  any adjustments in the number or kind of shares issuable upon
                  exercise of Warrants, Warrant Certificates theretofore or
                  thereafter issued may continue to express the same price and
                  number and kind of shares as are stated in the Warrant
                  Certificates initially issuable pursuant to this Warrant
                  Agreement.

         (g)      ASSISTANCE OF ACCOUNTING FIRM IN MAKING COMPUTATIONS. The
                  Company may retain a firm of independent public accountants of
                  recognized standing, which may be the accountants regularly
                  retained by the Company, selected by the Board of Directors of
                  the Company or the Executive Committee of said Board, and not
                  disapproved by the Warrant Agent, to make any computation
                  required under this Section 8, and a certificate signed by
                  such firm shall, in the absence of fraud or gross negligence,
                  be conclusive evidence of the correctness of any computation
                  made under this Section.

         (h)      "COMMON STOCK". The term "Common Stock" shall mean (i) the
                  class of stock designated as Common Stock in the Certificate
                  of Incorporation of the Company, as amended, at the date of
                  this Agreement; or (ii) any other class of stock resulting
                  from successive changes or reclassifications of such Common
                  Stock consisting solely of changes in par value, or from par
                  value to no par value, or from no par value to par value. In
                  the event that


                                       15
<Page>

                  at any time as a result of an adjustment made pursuant to
                  this Section 8, the Registered Holder of any Warrant
                  thereafter surrendered for exercise shall become entitled to
                  receive any shares of capital stock of the Company other than
                  shares of Common Stock, thereafter the number of such other
                  shares obtainable upon exercise of any Warrant shall be
                  subject to adjustment from time to time in a manner and on
                  terms as nearly equivalent as practicable to the provisions
                  with respect to the Common Stock contained in this Section 8,
                  and all other provisions of this Agreement, with respect to
                  the Common Stock, shall apply on like terms to any such other
                  shares.



9.       REDEMPTION.

         (a)      Commencing on the Initial Warrant Redemption Date, the Company
                  may, on thirty (30) days' prior written notice, redeem all,
                  but not less than all, of the Warrants at ten cents ($0.10)
                  per Warrant:

                  i.       provided that at the time the notice of redemption is
                           sent to the holders as required by Paragraph 9(b) and
                           during the measurement period described in Paragraph
                           9(a)(ii), below, there is a current registration
                           statement that is effective under the Securities Act
                           which permits the exercise of the Warrants being
                           redeemed, and

                  ii.      provided further that before any such call for
                           redemption of Warrants can take place, the last
                           reported closing sale price for the Common Stock as
                           officially reported by Nasdaq, if the Common Stock is
                           then traded on Nasdaq (or the last reported closing
                           sale price on the Nasdaq National Market or a
                           national securities exchange, if the Common Stock is
                           then traded on the Nasdaq National Market or on a
                           national securities exchange, in each case as
                           officially reported by the Nasdaq National Market or
                           such national securities exchange, or, if the Common
                           Stock is not then traded on Nasdaq, the Nasdaq
                           National Market or a national securities exchange,
                           but is then traded in the over-the-counter market,
                           then the average of the last reported bid and asked
                           prices of the Common Stock reported by the National
                           Quotation Bureau, Inc. or similar bureau if the
                           National Quotation Bureau, Inc. is no longer
                           reporting such information) shall have equaled or
                           exceeded $3.75 per share (subject to adjustment in
                           the event of any stock splits or other similar events
                           as provided in Section 8 hereof) for at least twenty
                           (20) out of the thirty (30) consecutive trading days
                           ending not more than the third day prior to the date
                           on which the notice contemplated by (b) and (c) below
                           is given.

         (b)      In case the Company shall exercise its right to redeem all of
                  the Warrants,


                                       16
<Page>

                  it shall give or cause to be given notice to the Registered
                  Holders of the Warrants by mailing to such Registered Holders
                  a notice of redemption, first-class mail, postage pre-paid, at
                  their last address as shall appear on the records of the
                  Warrant Agent. Any notice mailed in the manner provided herein
                  shall be conclusively presumed to have been duly given whether
                  or not the Registered Holder receives such notice.

         (c)      The notice of redemption shall specify (i) the Redemption
                  Price, (ii) the Redemption Date, which shall in no event be
                  less than thirty (30) days after the date of mailing of such
                  notice, (iii) the place where the Warrant Certificate shall be
                  delivered and the Redemption Price shall be paid, (iv) that
                  the right to exercise the Warrant shall terminate at 5:00 p.m.
                  (New York time) on the business day immediately preceding the
                  date fixed for redemption, and (v) shall include a copy of the
                  current effective prospectus relating to the exercise of the
                  Warrants. No failure to mail such notice nor any defect
                  therein or in the mailing thereof shall affect the validity of
                  the proceedings for such redemption except as to a holder (a)
                  to whom notice was not mailed; or (b) whose notice was
                  defective. An affidavit of the Warrant Agent or the Secretary
                  or Assistant Secretary of the Company that notice of
                  redemption has been mailed shall, in the absence of fraud, be
                  prima facie evidence of the facts stated therein.

         (d)      Any right to exercise a Warrant shall terminate at 5:00 p.m.
                  (New York time) on the business day immediately preceding the
                  Redemption Date. The Redemption Price payable to the
                  Registered Holders shall be mailed to such persons at their
                  addresses of record.

         (e)      On and after the Redemption Date, the Registered Holders shall
                  have no rights with respect to the Warrants except to receive
                  $0.10 per Warrant upon surrender of their Warrant
                  Certificates.

10.      CONCERNING THE WARRANT AGENT.

         (a)      The Warrant Agent acts hereunder as agent and in a ministerial
                  capacity for the Company, and its duties shall be determined
                  solely by the provisions hereof. The Warrant Agent shall not,
                  by issuing and delivering Warrant Certificates or by any other
                  act hereunder, be deemed to make any representations as to the
                  validity or value or authorization of the Warrant Certificates
                  (except its countersignature thereof) or the Warrants
                  represented thereby or of any securities or other property
                  delivered upon exercise of any Warrant or whether any stock
                  issued upon exercise of any Warrant is fully paid and
                  nonassessable.

         (b)      The Warrant Agent shall not at any time be under any duty or
                  responsibility to any holder of Warrant Certificates to make
                  or cause to be made any adjustment of the Exercise Price or
                  the Redemption Price


                                       17

<Page>

                  provided in this Agreement, or to determine whether any fact
                  exists which may require any such adjustments, or with respect
                  to the nature or extent of any such adjustments, when made, or
                  with respect to the method employed in making the same (except
                  with respect to the exercise of Warrant Certificates after
                  actual notice of any adjustment of the Exercise Price). The
                  Warrant Agent shall not (i) be liable for any recital or
                  statement of fact contained herein or for any action taken,
                  suffered or omitted by it in reliance on any Warrant
                  Certificate or other document or instrument believed by it in
                  good faith to be genuine and to have been signed or presented
                  by the proper party or parties (except its countersignature on
                  the Warrant Certificates and such statements or recitals as
                  describe the Warrant Agent or action taken or to be taken by
                  it); (ii) be responsible for any failure on the part of the
                  Company to comply with any of its covenants and obligations
                  contained in this Agreement or in any Warrant Certificate; or
                  (iii) be liable for any act or omission in connection with
                  this Agreement except for its own gross negligence, bad faith
                  or willful misconduct.

         (c)      The Warrant Agent may at any time consult with counsel
                  satisfactory to it (who may be counsel for the Company) and
                  shall incur no liability or responsibility for any action
                  taken, suffered or omitted by it in good faith in accordance
                  with the opinion or advice of such counsel.

         (d)      Any notice, statement, instruction, request, direction, order
                  or demand of the Company shall be sufficiently evidenced by an
                  instrument signed by the Chairman of the Board of Directors,
                  Chief Executive Officer, Chief Financial Officer, President or
                  any Vice President (unless other evidence in respect thereof
                  is herein specifically prescribed). The Warrant Agent shall
                  not be liable for any action taken, suffered or omitted by it
                  in accordance with such notice, statement, instruction,
                  request, direction, order or demand reasonably believed by it
                  to be genuine.

         (e)      The Company agrees to pay the Warrant Agent reasonable
                  compensation for its services hereunder and to reimburse it
                  for its reasonable expenses hereunder; the Company further
                  agrees to indemnify the Warrant Agent and save it harmless
                  from and against any and all losses, expenses and liabilities,
                  including judgments, costs and counsel fees, for anything done
                  or omitted by the Warrant Agent in the execution of its duties
                  and powers hereunder except losses, expenses and liabilities
                  arising as a result of the Warrant Agent's gross negligence,
                  bad faith or willful conduct.

         (f)      The Warrant Agent may resign its duties and be discharged from
                  all further duties and liabilities hereunder (except
                  liabilities resulting as a result of the Warrant Agent's own
                  gross negligence or willful misconduct), after giving thirty
                  (30) days' prior written notice to the Company. At least
                  fifteen (15) days prior to the date such resignation is to
                  become effective,


                                       18
<Page>

                  the Warrant Agent shall cause a copy of such notice of
                  resignation to be mailed to the Registered Holder of each
                  Warrant Certificate at the Company's expense. Upon such
                  resignation, or any inability of the Warrant Agent to act as
                  such hereunder, the Company shall appoint in writing a new
                  warrant agent. If the Company shall fail to make such
                  appointment within a period of fifteen (15) days after it has
                  been notified in writing of such resignation by the resigning
                  Warrant Agent, then the Registered Holder of any Warrant
                  Certificate may apply to any court of competent jurisdiction
                  for the appointment of a new warrant agent. Any new warrant
                  agent, whether appointed by the Company or by such a court,
                  shall be a bank or trust company having a capital and surplus,
                  as shown by its last published report to its stockholders
                  deemed by the Company to be adequate, or a stock transfer
                  company. After acceptance in writing of such appointment by
                  the new warrant agent is received by the Company, such new
                  warrant agent shall be vested with the same powers, rights,
                  duties and responsibilities as if it had been originally named
                  herein as the Warrant Agent, without any further assurance,
                  conveyance, act or deed; but if for any reason it shall be
                  necessary or expedient to execute and deliver any further
                  assurance, conveyance, act or deed, the same shall be done at
                  the expense of the Company and shall be legally and validly
                  executed and delivered by the resigning Warrant Agent. Not
                  later than the effective date of any such appointment the
                  Company shall file notice thereof with the resigning Warrant
                  Agent and shall forthwith cause a copy of such notice to be
                  mailed to the Registered Holder of each Warrant Certificate.

         (g)      Any corporation into which the Warrant Agent or any new
                  warrant agent may be converted or merged, any corporation
                  resulting from any consolidation to which the Warrant Agent or
                  any new warrant agent shall be a party, or any corporation
                  succeeding to the corporate trust business of the Warrant
                  Agent or any new warrant agent shall be a successor warrant
                  agent under this Agreement without any further act, provided
                  that such corporation is eligible for appointment as successor
                  to the Warrant Agent under the provisions of the preceding
                  paragraph. Any such successor warrant agent shall promptly
                  cause notice of its succession as warrant agent to be mailed
                  to the Company and to the Registered Holders of each Warrant
                  Certificate.

         (h)      The Warrant Agent, its subsidiaries and affiliates, and any of
                  its or their officers or directors, may buy and hold or sell
                  Warrants or other securities of the Company and otherwise deal
                  with the Company in the same manner and to the same extent and
                  with like effect as though it were not Warrant Agent. Nothing
                  herein shall preclude the Warrant Agent from acting in any
                  other capacity for the Company or for any other legal entity.

         (i)      The Warrant Agent shall retain for a period of two (2) years
                  from the date of exercise, any Warrant Certificate received by
                  it upon such exercise.


                                       19
<Page>

         (j)      The Warrant Agent shall account promptly to the Company with
                  respect to Warrants exercised and concurrently pay to the
                  Company all moneys received by the Warrant Agent for the
                  purchase of securities or other property through the exercise
                  of such Warrants.

11.      MODIFICATION OF AGREEMENT. The Warrant Agent and the Company may by
         supplemental agreement make any changes or corrections in this
         Agreement (i) that they shall deem appropriate to cure any ambiguity
         or to correct any defective or inconsistent provision or manifest
         mistake or error herein contained; or (ii) that they may deem
         necessary or desirable and which shall not adversely affect the
         interests of the holders of Warrant Certificates;

         (a)      provided, however, that this Agreement shall not otherwise be
                  modified, supplemented or altered in any respect except with
                  the consent in writing of the Registered Holders representing
                  not less than 66-2/3% of the Warrants then outstanding; and

         (b)      provided, further, that no change in the number or nature of
                  the securities purchasable upon the exercise of any Warrant,
                  or to increase the Exercise Price therefor or to accelerate
                  the Warrant Expiration Date shall be made without the consent
                  in writing of the Registered Holder of the Warrant Certificate
                  representing such Warrant, other than such changes as are
                  presenting specifically prescribed by this Agreement as
                  originally executed.

12.      NOTICES. All notices, requests, consents and other communications
         hereunder shall be in writing and shall be deemed to have been made
         when delivered or mailed first-class registered or certified mail,
         postage prepaid, as follows: if to the Registered Holder of a Warrant
         Certificate, at the last address of such holder as shown on the
         registry books maintained by the Warrant Agent; if to the Company at
         5906 McIntyre Street, Golden, Colorado 80403, Attention: CEO, or at
         such other address as may have been furnished to the Warrant Agent in
         writing by the Company; and if to the Warrant Agent, to the attention
         of the Compliance Department at 2 Broadway, 19th Floor, New York, NY
         10004, or at such other address as any such party may have been
         furnished to the Company and the Warrant Agent in writing.

13.      GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of California without reference
         to conflicts of laws or choice of law principles.

14.      BINDING EFFECT. This Agreement shall be binding upon and inure to the
         benefit of the Company, the Warrant Agent and their respective
         successors and assigns and the Registered Holders from time to time of
         Warrant Certificates or any of them. Nothing in this Agreement is
         intended or shall be construed to confer upon any


                                       20
<Page>

         other person any right, remedy or claim, in equity or at law, or to
         impose upon any other person any duty, liability or obligation.

15.      TERMINATION.

         (a)      This Agreement shall terminate at the close of business on the
                  Expiration Date of all of the Warrants or such earlier date
                  upon which all Warrants have been exercised or redeemed,
                  except that the Warrant Agent shall account to the Company for
                  all Warrants outstanding and all cash held by it and the
                  provisions of Section 10 hereof shall survive such
                  termination.

         (b)      The Company, at it sole discretion, may terminate this
                  Agreement upon thirty (30) days prior written notice to the
                  Warrant Agent. Termination of this Agreement will be without
                  prejudice to the rights and obligations accrued pursuant to
                  this Agreement or any other agreement between the Parties
                  through the date of termination. The provisions of this
                  Agreement survive its termination as set forth herein.

16.      COUNTERPARTS. This Agreement may be executed in several
         counterparts each of which shall be an original, but all of which taken
         together shall constitute a single instrument.

17.      HOLDERS OF WARRANTS NOT DEEMED SHAREHOLDERS. No holder of a Warrant, as
         such, shall be entitled to vote, receive dividends or be deemed the
         holder of Common Stock or any other securities of the Company which may
         at any time be issuable on the exercise of the Warrants represented
         thereby for any purpose whatever, nor shall anything contained herein
         or in any Warrant Certificate be construed to confer upon any holder of
         a Warrant, as such, any of the rights of a shareholder of the Company
         or any right to vote for the election of directors or upon any matter
         submitted to shareholders at any meeting thereof, or to give or
         withhold consent to any corporate action (whether upon any
         recapitalization, issuance of stock, reclassification of stock, change
         of par value or change of stock to no par value, consolidation, merger,
         conveyance or otherwise), or to receive notice of meetings or other
         actions affecting shareholders, or to receive dividend or subscription
         rights, or otherwise, until such Warrant shall have been exercised in
         accordance with the provisions hereof, including the receipt by the
         Company of the Exercise Price and any other amounts payable upon such
         exercise to the Warrant Agent.

18.      BENEFITS OF THIS AGREEMENT. Nothing in this Agreement or in the Warrant
         Certificates shall be construed to give to any person or corporation
         other than the Company, the Warrant Agent, and their respective
         successors and assigns hereunder and the Registered Holders of the
         Warrant Certificates any legal or equitable right, remedy or claim
         under this Agreement; but this Agreement shall be for the sole and
         exclusive benefit of the Company, the Warrant Agent, their respective
         successors and assigns hereunder and the Registered Holders of the


                                       21
<Page>

         Warrant Certificates.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the first date first above written.

ATTEST:                                   ISONICS CORPORATION

By:                                      By:
   --------------------------               ----------------------------
Stephen J. Burden, Secretary              James E. Alexander, President

ATTEST:                                   CONTINENTAL STOCK TRANSFER &
                                          TRUST COMPANY, as Warrant Agent

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




                                       22
<Page>

Exhibit A

No. WB______                                        VOID AFTER December 31, 2005

                                    WARRANTS

          CLASS B REDEEMABLE WARRANT CERTIFICATE TO PURCHASE ONE SHARE
               OF COMMON STOCK AND ONE CLASS C REDEEMABLE WARRANT

                               ISONICS CORPORATION

CUSIP # _________________

THIS CERTIFIES THAT, FOR VALUE RECEIVED ___________________________ or its
registered assigns (the "Registered Holder") is the owner of the number of Class
B Warrants (the "Warrants") specified above. Each Warrant initially entitles the
Registered Holder to purchase, subject to the terms and conditions set forth in
this Certificate and the Warrant Agreement (as hereinafter defined):

         one fully paid and nonassessable share of Common Stock of Isonics
         Corporation, a California corporation (the "Company"), and

         one Class C Redeemable Common Stock Purchase Warrant,

at any time commencing on the date hereof, and the earlier to occur of the
Expiration Date (as hereinafter defined) and the Redemption Date (as hereinafter
defined) upon the presentation and surrender of this Warrant Certificate with
the Subscription Form on the reverse hereof duly executed, at the corporate
office of Continental Stock Transfer & Trust Company, as Warrant Agent, or its
successor (the "Warrant Agent"), accompanied by payment of $1.50 per share,
subject to adjustment (the "Exercise Price"), in lawful money of the United
States of America in cash or by check made payable to the Warrant Agent for the
account of the Company.

         This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Amended and Restated Warrant Agreement (the "Warrant Agreement"),
dated June 30, 2001, amending and restating that warrant agreement dated as of
December 12, 2000, which amended and restated that warrant agreement as of June
1, 2000 (as amended), by and between the Company and the Warrant Agent.

         In the event of certain contingencies provided for in the Warrant
Agreement, the Exercise Price and the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.

         Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests will be issued. In the case of
the exercise of less than


                                       23
<Page>

all the Warrants represented hereby, the Company shall cancel this Warrant
Certificate upon the surrender hereof and shall execute and deliver a new
Warrant Certificate or Warrant Certificates of like tenor, which the Warrant
Agent shall countersign, for the balance of such Warrants.

         The term "Expiration Date" shall mean 5:00 p.m. (New York time) on
December 31, 2005. If each such date shall in the State of New York be a holiday
or a day on which banks located in the State of New York are authorized to
close, then the Expiration Date shall mean 5:00 p.m. (New York time) the next
following day which in the State of New York is neither a holiday nor a day on
which such banks are authorized to close.

         The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to such securities
is effective or an exemption thereunder is available. The Company has covenanted
and agreed that it will file a registration statement under the Federal
securities laws, use its best efforts to cause the same to become effective, use
its best efforts to keep such registration statement current, if required under
the Act, following the date hereof and while any of the Warrants are
outstanding, and deliver a prospectus which complies with Section 10(a)(3) of
the Act to the Registered Holder exercising this Warrant; PROVIDED HOWEVER, that
if at the time of exercise of any of the Warrants, the Company does not have in
place an effective registration statement or is otherwise, in the good faith
determination of the Board of Directors of the Company, precluded by applicable
laws from issuing the shares of Common Stock issuable upon such exercise, the
Company may, in lieu of issuance of those shares, elect to redeem the Warrants
duly surrendered for exercise for a price per Warrant equal to the difference
between the Market Price (as defined below) of a share of Common Stock on the
date of such submission and the Exercise Price, and in the event of such
redemption, the Company will pay to the Registered Holder the above-described
Redemption Price in cash within ten (10) business days after receipt of notice
from the Warrant Agent that such Warrants have been submitted for exercise. This
Warrant shall not be exercisable by a Registered Holder in any state where such
exercise would be unlawful.

         The term "Market Price" shall mean: (i) if the Common Stock is listed,
or admitted to unlisted trading privileges on a national securities exchange, or
is traded on the Nasdaq National Market or Nasdaq, the last reported closing
sale price on the five trading days prior to the date of the event to which such
Market Price relates, or, if no such reported closing sale takes place on such
date, then the average of the last reported closing sales prices for the last
five trading days before such date, in each case as officially reported by the
principal securities exchange on which the Common Stock is listed or admitted to
unlisted trading privileges or by the Nasdaq National Market or Nasdaq, or (ii)
if the Common Stock is not listed or admitted to unlisted trading privileges, on
any national securities exchange, or traded on the Nasdaq National Market or
Nasdaq, but is traded in the over-the-counter market, then the average of the
closing sale prices (or if closing sale prices are not reported, the average of
the last reported bid and asked prices) of the Common Stock reported by the
National Quotation Bureau, Inc.


                                       24
<Page>

or similar bureau if the National Quotation Bureau, Inc. is no longer reporting
such information on the date of the event to which such Market Price relates,
and if no such prices are reported on such date, then the average of the last so
reported bid and asked prices on the last five trading days on which such prices
are reported immediately preceding such date; or (iii) if the Common Stock is
neither listed, nor admitted to unlisted trading privileges on a national
securities exchange, nor traded on the Nasdaq National Market or Nasdaq, nor
traded in the over-the-counter market, then the fair market value of the Common
Stock, not less than the book value thereof, as of the date of the event to
which such Market Price relates, as determined in good faith (using customary
valuation methods) by the Board of Directors of the Company, which determination
shall be evidenced by a resolution of the Board of Directors and based on the
best information available to it.

         This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment and payment of any tax or other
charge imposed in connection therewith or incident thereto, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
or Warrant Certificates representing an equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.

         Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.

         Subject to the provisions of the Warrant Agreement, this Warrant may be
redeemed at the option of the Company, at a redemption price of $0.10 per
Warrant, at any time during the term of this Warrant, provided that the last
reported closing sale price for the Common Stock as officially reported by the
Nasdaq SmallCap Market, if the Common Stock is then traded on the Nasdaq
SmallCap Market (or the last reported closing sale price on the Nasdaq National
Market or a national securities exchange, if the Common Stock is then traded on
the Nasdaq National Market or a national securities exchange, in each case as
officially reported by the Nasdaq National Market or such national securities
exchange, or, if the Common Stock is not then traded on the Nasdaq SmallCap
Market, the Nasdaq National Market or a national securities exchange, but is
then traded in the over-the-counter market, then the average of the last
reported bid and asked prices of the Common Stock reported by the National
Quotation Bureau, Inc. or similar bureau if the National Quotation Bureau, Inc.
is no longer reporting such information), shall have equaled or exceeded $3.75
per share for at least twenty (20) of the thirty (30) consecutive trading days
ending not later than the third day prior to the date on which the Notice of
Redemption, as defined below, is given (subject to


                                       25
<Page>

adjustment in the event of any stock splits or other similar events). Notice of
redemption (the "Notice of Redemption") shall be given not later than the
thirtieth (30th) day before the date fixed for redemption, or as provided in the
Warrant Agreement. On and after the date fixed for redemption, the Registered
Holder shall have no rights with respect to the Warrants except to receive the
$0.10 per Warrant upon surrender of this Warrant Certificate.

         Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and the
Company's right so to treat the Registered Holder shall not be affected by any
notice to the contrary, except as provided in the Warrant Agreement.

         This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of California without reference to
conflict of laws or choice of law principles.

         This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile, by two of its officers thereunto
duly authorized and a facsimile of its corporate seal to be imprinted hereon.

Dated:

[SEAL]                        ISONICS CORPORATION

By:                                         By:
   ------------------------------              -------------------------------
Stephen J. Burden, Secretary                   James E. Alexander, President

COUNTERSIGNED:

CONTINENTAL STOCK TRANSFER AND TRUST COMPANY
as Warrant Agent

By:
   ------------------------------
  Authorized Officer


                                       26
<Page>


SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE WARRANTS

The undersigned Registered Holder hereby irrevocably elects to exercise ________
Warrants represented by this Warrant Certificate, and to purchase the securities
issuable upon the exercise of such Warrants, and requests that certificates for
such securities shall be issued in the name of (PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER):


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

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

---------------------------------------
(please print or type name and address)


and be delivered to


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

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

---------------------------------------
(please print or type name and address)

and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.

Dated:
       -------------------------    ----------------------------------------
                                    (PLEASE SIGN NAME AS IT APPEARS ON THE
                                    FRONT OF THE CERTIFICATE)

ASSIGNMENT

TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO ASSIGN WARRANTS

FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)

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

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

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

---------------------------------------
(please print or type name and address)

________________________________________________________________ of the Warrants
represented by this Warrant Certificate, and hereby irrevocably constitutes and
appoints ____________________________________Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.


                                       27
<Page>

Dated:
       -------------------------    ----------------------------------------
                                    (PLEASE SIGN NAME AS IT APPEARS ON THE
                                    FRONT OF THE CERTIFICATE)


---------------------------------------
Signature Guaranteed

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S)
MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.







                                       28
<Page>

Exhibit B

No. WC______                                       VOID AFTER December 31, 2005

                                    WARRANTS

  CLASS C REDEEMABLE WARRANT CERTIFICATE TO PURCHASE ONE SHARE OF COMMON STOCK

                               ISONICS CORPORATION

CUSIP # _________________

THIS CERTIFIES THAT, FOR VALUE RECEIVED ___________________________ or its
registered assigns (the "Registered Holder") is the owner of the number of Class
C Redeemable Warrants (the "Warrants") specified above. Each Warrant initially
entitles the Registered Holder to purchase, subject to the terms and conditions
set forth in this Certificate and the Warrant Agreement (as hereinafter
defined):

         one fully paid and nonassessable share of Common Stock of Isonics
         Corporation, a California corporation (the "Company"),

at any time commencing on the date hereof, and the earlier to occur of the
Expiration Date (as hereinafter defined) and the Redemption Date (as hereinafter
defined) upon the presentation and surrender of this Warrant Certificate with
the Subscription Form on the reverse hereof duly executed, at the corporate
office of Continental Stock Transfer & Trust Company, as Warrant Agent, or its
successor (the "Warrant Agent"), accompanied by payment of $2.50 per share,
subject to adjustment (the "Exercise Price"), in lawful money of the United
States of America in cash or by check made payable to the Warrant Agent for the
account of the Company.

         This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated June 30, 2001,
amending and restating that warrant agreement dated December 12, 2000, which
amended and restated that warrant agreement dated June 1, 2000, as amended, by
and between the Company and the Warrant Agent.

         In the event of certain contingencies provided for in the Warrant
Agreement, the Exercise Price and the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.

         Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests will be issued. In the case of
the exercise of less than all the Warrants represented hereby, the Company shall
cancel this Warrant Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or


                                       29
<Page>

Warrant Certificates of like tenor, which the Warrant Agent shall countersign,
for the balance of such Warrants.

         The term "Expiration Date" shall mean 5:00 p.m. (New York time) on (i)
December 31, 2005; or (ii) the date fixed for redemption hereof, whichever date
is earlier. If each such date shall in the State of New York be a holiday or a
day on which banks located in the State of New York are authorized to close,
then the Expiration Date shall mean 5:00 p.m. (New York time) the next following
day which in the State of New York is neither a holiday nor a day on which such
banks are authorized to close.

         The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to such securities
is effective or an exemption thereunder is available. The Company has covenanted
and agreed that it will file a registration statement under the Federal
securities laws, use its best efforts to cause the same to become effective, use
its best efforts to keep such registration statement current, if required under
the Act, following the date hereof and while any of the Warrants are
outstanding, and deliver a prospectus which complies with Section 10(a)(3) of
the Act to the Registered Holder exercising this Warrant; PROVIDED HOWEVER, that
if at the time of exercise of any of the Warrants, the Company does not have in
place an effective registration statement or is otherwise, in the good faith
determination of the Board of Directors of the Company, precluded by applicable
laws from issuing the shares of Common Stock issuable upon such exercise, the
Company may, in lieu of issuance of those shares, elect to redeem the Warrants
duly surrendered for exercise for a price per Warrant equal to the difference
between the Market Price (as defined below) of a share of Common Stock on the
date of such submission and the Exercise Price, and in the event of such
redemption, the Company will pay to the Registered Holder the above-described
redemption price in cash within ten (10) business days after receipt of notice
from the Warrant Agent that such Warrants have been submitted for exercise. This
Warrant shall not be exercisable by a Registered Holder in any state where such
exercise would be unlawful.

         The term "Market Price" shall mean: (i) if the Common Stock is listed,
or admitted to unlisted trading privileges on a national securities exchange, or
is traded on the Nasdaq National Market or Nasdaq, the last reported closing
sale price on the five trading days prior to the date of the event to which such
Market Price relates, or, if no such reported closing sale takes place on such
date, then the average of the last reported closing sales prices for the last
five trading days before such date, in each case as officially reported by the
principal securities exchange on which the Common Stock is listed or admitted to
unlisted trading privileges or by the Nasdaq National Market or Nasdaq, or (ii)
if the Common Stock is not listed or admitted to unlisted trading privileges, on
any national securities exchange, or traded on the Nasdaq National Market or
Nasdaq, but is traded in the over-the-counter market, then the average of the
closing sale prices (or if closing sale prices are not reported, the average of
the last reported bid and asked prices) of the Common Stock reported by the
National Quotation Bureau, Inc. or similar bureau if the National Quotation
Bureau, Inc. is no longer reporting such


                                       30
<Page>

information on the date of the event to which such Market Price relates, and if
no such prices are reported on such date, then the average of the last so
reported bid and asked prices on the last five trading days on which such prices
are reported immediately preceding such date; or (iii) if the Common Stock is
neither listed, nor admitted to unlisted trading privileges on a national
securities exchange, nor traded on the Nasdaq National Market or Nasdaq, nor
traded in the over-the-counter market, then the fair market value of the Common
Stock, not less than the book value thereof, as of the date of the event to
which such Market Price relates, as determined in good faith (using customary
valuation methods) by the Board of Directors of the Company, which determination
shall be evidenced by a resolution of the Board of Directors and based on the
best information available to it.

         This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment and payment of any tax or other
charge imposed in connection therewith or incident thereto, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
or Warrant Certificates representing an equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.

         Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.

         Subject to the provisions of the Warrant Agreement, this Warrant may be
redeemed at the option of the Company, at a redemption price of $0.10 per
Warrant, at any time during the term of this Warrant, provided that the last
reported closing sale price for the Common Stock as officially reported by the
Nasdaq SmallCap Market, if the Common Stock is then traded on the Nasdaq
SmallCap Market (or the last reported closing sale price on the Nasdaq National
Market or a national securities exchange, if the Common Stock is then traded on
the Nasdaq National Market or a national securities exchange, in each case as
officially reported by the Nasdaq National Market or such national securities
exchange, or, if the Common Stock is not then traded on the Nasdaq SmallCap
Market, the Nasdaq National Market or a national securities exchange, but is
then traded in the over-the-counter market, then the average of the last
reported bid and asked prices of the Common Stock reported by the National
Quotation Bureau, Inc. or similar bureau if the National Quotation Bureau, Inc.
is no longer reporting such information), shall have equaled or exceeded $3.75
per share for at least twenty (20) of the thirty (30) consecutive trading days
ending not later than the third day prior to the date on which the Notice of
Redemption, as defined below, is given (subject to adjustment in the event of
any stock splits or other similar events). Notice of redemption


                                       31
<Page>

(the "Notice of Redemption") shall be given not later than the thirtieth (30th)
day before the date fixed for redemption, or as provided in the Warrant
Agreement. On and after the date fixed for redemption, the Registered Holder
shall have no rights with respect to the Warrants except to receive the $0.10
per Warrant upon surrender of this Warrant Certificate.

         Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and the
Company's right so to treat the Registered Holder shall not be affected by any
notice to the contrary, except as provided in the Warrant Agreement.

         This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of California without reference to
conflict of laws or choice of law principles.

         This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile, by two of its officers thereunto
duly authorized and a facsimile of its corporate seal to be imprinted hereon.

Dated:

[SEAL]                        ISONICS CORPORATION

By:                                         By:
   ---------------------------                 -------------------------------
Stephen J. Burden, Secretary                   James E. Alexander, President

COUNTERSIGNED:

CONTINENTAL STOCK TRANSFER AND TRUST COMPANY
as Warrant Agent

By:
   ---------------------------
  Authorized Officer


                                       32
<Page>

SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO EXERCISE WARRANTS

The undersigned Registered Holder hereby irrevocably elects to exercise ________
Warrants represented by this Warrant Certificate, and to purchase the securities
issuable upon the exercise of such Warrants, and requests that certificates for
such securities shall be issued in the name of (PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER):

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

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

---------------------------------------
(please print or type name and address)

and be delivered to


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

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

---------------------------------------
(please print or type name and address)

and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.

Dated:
       --------------------         -------------------------------------------
                                    (PLEASE SIGN NAME AS IT APPEARS ON THE
                                    FRONT OF THE CERTIFICATE)

ASSIGNMENT
TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO ASSIGN WARRANTS

FOR VALUE RECEIVED, __________________ hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)


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

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

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

---------------------------------------
(please print or type name and address)

________________________________________________________________ of the Warrants
represented by this Warrant Certificate, and hereby irrevocably constitutes and
appoints ____________________________________Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.


                                       33
<Page>

Dated:
       --------------------         -------------------------------------------
                                    (PLEASE SIGN NAME AS IT APPEARS ON THE
                                    FRONT OF THE CERTIFICATE)

---------------------------------------
Signature Guaranteed

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S)
MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.









                                       34