Exhibit 4.3

                             [Specimen Certificate]


Certificate                                                           Number of
Number                                                                 Warrants



                                  Xplorer, S.A.
                            Warrant for Common Stock


This Certifies That


is the Registered Owner of _________________________ Warrants

FOR VALUE  RECEIVED,  the  Registered  owner of its assigns,  subject to all the
terms and  conditions  hereof,  is  entitled  to  purchase  one  fully  paid and
non-assessable  share of the common stock, par value 8.001 per share of XPLORER,
S.A., successor in name to Gerant Industries, Inc., the Reorganized Debtor Under
the Third Amended Plan of  Reorganization  (as  modified) of Gerant  Industries,
Inc. (the Plan) Case No. LA 94-17852-AA for each Warrant represented herein, one
year from August 5, 1996 and to receive a certificate  or  certificates  for the
Common Stock so purchased, upon the presentation and surrender to the Company of
this  Warrant  Certificate,  with the form of  subscription  duly  executed  and
accompanied by payment of the price of each share purchased either in cash or by
certified  check or bank cashier's  check payable to the order of XPLORER,  S.A.
The Warrant  Price shall be seventy  percent (70%) of the market asking price on
August 5, 1997.  The Warrant  must be  exercised  within  thirty (30) days after
August 5, 1997. If not exercised in writing  within such thirty day period,  the
Warrant shall expire and become null and void.

The Warrants  represented  hereby are subject to all of the terms and conditions
set forth on the reverse side of this certificate and as set forth in the Plan.

WITNESS the Seal of EXPLORER. S.A. and the facsimile signature of
its duly authorized officers.  ___________________________
                                         Issue Date

OTR, Inc., 317 S.W. Alder
Suite 1120, Portland, OR 97204

This certificate is not valid until countersigned by the Transfer Agent.

by                                       Countersigned
                                         and Registered

                                         /s/           /s/
   Authorized Signature                  Secretary     President



                                                                     Exhibit 4.3
<PAGE>
                                   (Reverse)


1.       Each Warrant shall entitle the  Registered  owner to purchase one share
         of Common  Stock for cash or by  certified  check or by bank  cashier's
         check at seventy  percent  (70%) of the market price on August 5, 1997.
         The purchase price referred to herein is the "Warrant Price".

2.       The Expiration date shall be the thirty first day after August 5, 1997.
         If not exercised in writing by such date,  the Warrant shall expire and
         become null and void. The expiration Date may, however,  be extended in
         the sole and absolute  discretion of the Board of Directors of XPLORER,
         S.A. (the "Company"). Any such extension shall be noticed to Registered
         Warrant holders on or before the Expiration date.

3.       Any share of Common Stock acquired  through exercise of a Warrant shall
         be validly issued and outstanding,  fully paid and non-assessable.  The
         number of Warrants represented by this Warrant Certificate, the Warrant
         Price,  and the  number  of shares of  Common  Stock  purchasable  upon
         exercise of this Warrant Certificate shall not be subject to adjustment
         except as described herein and in the Plan.

4.       The holder of this Warrant  Certificate  shall not, by reason  thereof,
         have any  rights  to vote at or to  receive  notice of any  meeting  of
         shareholders  of the  Company,  nor shall any consent be required  with
         respect  to any action or  proceeding  of the  Company,  nor shall such
         holder  have any right of reason of  ownership  or  possession  of this
         Warrant Certificate to receive any cash dividends,  stock certificates,
         allotments  or  right  of  other   distributions   paid,   allotted  or
         distributed to the holders of Common Stock,  for which this certificate
         may be exercised.

5.       The Company shall not be required to issue fractional  shares of Common
         Stock upon exercise of these Warrants.

6.       This  Warrant  Certificate  and the  Warrants  represented  hereby  are
         transferable only by the Registered Owner hereof in person or by a duly
         authorized  attorney on the books of the Company upon surrender of this
         Warrant Certificate, properly endorsed, to the Company. The Company may
         deem and treat the Registered Owner of this Warrant  Certificate at any
         time as the true and lawful absolute owner for any and all purposes and
         shall not be affected by any notice to the contrary.

7.       Any Warrants not exercised  before the Expiration Date set forth on the
         face of this Warrant  Certificate  shall become null and void,  and any
         and all rights hereunder shall cease.


                                    EXERCISE
                       (Form of Exercise to be executed by
                       Warrant Holder at time of exercise)

To: XPLORER, S.A.

The undersigned,  holder of the Warrants represented hereby (1) exercise holders
rights to purchase  _________ shares of Common Stock $.001 per value,  which the
undersigned is entitled to purchase under the terms and conditions of the within


                                                                     Exhibit 4.3
<PAGE>


Warrant  Certificate,  and (2) makes payment in full for the number of shares so
purchased by payment of $_______________________ which payment equals the number
of shares of Common Stock being  purchased  multiplied  by the Warrant Price per
share as set forth on the face of this Warrant Certificate.

Please issue the Common Stock Certificate as follows:

                ___________________________________________________________
                                    Print or type name
                ___________________________________________________________
                        Social Security or other Identifying Number
                ___________________________________________________________
                                      Street Address
                ___________________________________________________________
                   City                       State                Zip Code


and deliver it to the about address unless a different address is
specified below.

Date _______________   ________________________________________
                                       Signature
                        (Signature  must  conform  in all
                       respect  to name of  holder as  specified
                       on the face of this Warrant Certificate)

to be used for special instructions for delivery. Deliver to:

                ___________________________________________________________
                                     Print or type name
                ___________________________________________________________
                         Social Security or other Identifying Number
                ___________________________________________________________
                                       Street Address
                ___________________________________________________________
                 City                       State                Zip Code


                                   ASSIGNMENT
                      (Form of Assignment to be executed by
                      Warrant Holder at time of Assignment)

FOR VALUE RECEIVED ____________________________________________
                                    Assignor


                                                                     Exhibit 4.3
<PAGE>


hereby sells, 
assigns and
transfers unto
                ___________________________________________________________ 
                               Print or type name
                ___________________________________________________________
                   Social Security or other Identifying Number
                ___________________________________________________________
                                 Street Address
                ___________________________________________________________
                   City                State       Zip Code

the rights  represented by the within Warrant  Certificate to purchase shares of
Common Stock,  computed as provided in the within  Warrant,  to which the within
Warrant Certificate relates,  hereby appoints  ____________________  attorney to
transfer such rights on the books of the Company with full power of substitution
in such rights as are represented by this Warrant Certificate.

Date ____________   ____________________________________________
                                       Signature
                           (Signature  must  conform  in all
                       respect  to name of  holder as  specified
                       on the face of this Warrant Certificate)



                                                                     Exhibit 4.3