Exhibit 4.5

                              "C" WARRANT AGREEMENT

                           to Purchase Common Stock of

                                  XPLORER, S.A.

                             Expiring August 4, 2001


                                                        August 5, 1996



Atlantic Pacific Trust
No. 2 First Street
McGill, Nevada 89318

Gentlemen:

     Xplorer,  S.A. (the  "Company")  confirms its agreement with you,  Atlantic
Pacific  Trust (the  "Warrantholder"),  with respect to the sale by the Company,
and the  purchase by you, of a Common Stock "C"  Purchase  Warrant  (hereinafter
referred to as the "Warrant") entitling the holder(s) to purchase 355,000 shares
of the Company's  Common Stock,  $.001 par value (the "Warrant  Stock"),  at the
purchase  price of $3.00 per share  (hereinafter  called the "Purchase  Price"),
subject  to  adjustment  as to the  number of shares  of  Common  Stock,  and to
exercise the other appurtenant rights,  powers and privileges,  all on the terms
and conditions  hereinafter provided.  The Warrant Stock may be exercised at any
time after August 5, 1997 (hereinafter  called the "Commencement  Date") and not
later than 5:00 P.M.,  Los Angeles Time, on August 4, 2001  (hereinafter  called
the "Expiration Date").


     Section 1. CERTAIN  DEFINITIONS.  For all purposes of this Warrant,  unless
the context otherwise requires:

     A. "Commission" shall mean the Securities and Exchange  Commission,  or any
other Federal agency then administering the Securities Act.

     B. "Common  Stock" shall mean and include the Company's  authorized  Common
Stock as the same existed on August 5, 1996.

     C.  "Company"  shall  mean said  Xplorer,  S.A.  and any other  corporation
assuming the obligations under the Warrant.

     D.  "Warrantholder"  shall mean the  person(s)  to whom this Warrant or the
Warrant Stock is originally  issued or is transferred in accordance with Section
4.

     E. "Securities  Act" shall mean the Securities Act of 1933, as amended,  or
any similar  Federal  statute,  and the rules and  regulations of the Commission
thereunder, all as the same shall be in effect at the time.

     F.  "Seller," as used in Section 4, shall mean each holder of securities of


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<PAGE>


the  Company for which the  Company  shall be  required  to file a  registration
statement,  or which shall be registered under the Securities Act at the request
of such holder, pursuant to any of the provisions of Section 4.

     G.  "Transfer," as used in Section 4, shall include any disposition of this
Warrant or the Warrant Stock, or of any interest in either thereof,  which would
constitute a sale thereof within the meaning of the Securities Act.

     H. "Warrant" shall mean this Common Stock "C" Purchase  Warrant  evidencing
the rights to purchase 355,000 shares of Common Stock.

     I. "Warrant  Stock" and/or  "Shares"  shall mean the shares of Common Stock
purchasable or purchased by the holder of this Warrant upon the exercise thereof
pursuant to Section 2.


     Section 2. EXERCISE OF WARRANT.

     A. The holder of this Warrant may, at any time after the Commencement  Date
and not later than 5:00 P.M. Los Angeles Time, on the Expiration Date,  exercise
this  Warrant  in whole or in part (but not as to a  fractional  share of Common
Stock) at any time for the purchase of the 355,000 shares of Common Stock at the
Purchase  Price.  In order to exercise  this  Warrant,  the holder  hereof shall
deliver  to the  Company  (i) a written  notice  of such  holder's  election  to
exercise this Warrant,  which notice shall be in  substantially  the form of the
Purchase Form appearing at the end of the Warrant  Certificate  attached to this
Warrant as Exhibit A, and (ii)  shall  make  payment of the  aggregate  purchase
price of the shares of Common Stock being purchased,  such payment to be made by
the  delivery  to the  Company  of a  certified  check or checks  payable to the
Company  in an amount  equal to such  Purchase  Price.  The  Company  shall,  as
promptly as practicable, and in any event within 30 days thereafter, execute and
deliver or cause to be executed and delivered, in accordance with said notice, a
certificate  or  certificates  representing  the  aggregate  number of shares of
Common Stock as relate to the Warrant  Stock so  purchased  upon the exercise of
this  Warrant.  The stock  certificate  or  certificates  so delivered  shall be
registered  in the  name of  such  holder  or in such  other  name as  shall  be
designated in such notice.  Such certificate or certificates  shall be deemed to
have been issued and such holder or any other person so  designated  to be named
therein  shall be deemed for all  purposes  to have become a holder of record of
such shares as of the date said notice is received by the Company as  aforesaid.
The  Company  shall  pay all  expenses,  taxes  and  other  charges  payable  in
connection  with the  preparation,  issuance and delivery of stock  certificates
under this Section.

     All shares of Common Stock  issued upon the exercise of this Warrant  shall
be validly issued, fully paid and nonassessable.

     B. The Company  shall not be required  upon any exercise of this Warrant to
issue a certificate  representing any fraction of a share of Common Stock,  but,
in lieu thereof, shall pay to the holder of this Warrant cash in an amount equal
to a fraction  corresponding to the fraction of a share involved  (calculated to
the nearest 1/100 of a share) of the current market price of one share of Common
Stock as of the date of receipt by the  Company  of notice of  exercise  of this
Warrant.


                                                                     Exhibit 4.5
<PAGE>


     Section 3. TRANSFER, DIVISION AND COMBINATION.  This Warrant and all rights
hereunder are transferable.  Any such permitted transfer shall be entered on the
books of the Company to be maintained  for such purpose,  upon surrender of this
Warrant  at  the  principal  office  of the  Company,  together  with a  written
assignment  of this Warrant duly  executed by the holder  hereof or his agent or
attorney and funds  sufficient to pay any stock  transfer taxes payable upon the
making of such  transfer.  Upon such  surrender  and payment  the Company  shall
execute and deliver a new Warrant or Warrants,  dated as of the date of issuance
thereof,  in the name of the  assignee  or  assignees  and in the  denominations
specified in such  instrument of assignment,  and this Warrant shall promptly be
cancelled.

     The Company shall pay all expenses, taxes (other than stock transfer taxes)
and other charges payable in connection with the preparation, issue and delivery
of Warrants under this Section.

     The  Company  agrees  to  maintain  at it  principal  office  books for the
registration and transfer of the Warrants.


     Section 4. COMPLIANCE WITH SECURITIES ACT; REGISTRATION THEREUNDER.

     A. No Transfer in  Violation of  Securities  Act. The holder of the Warrant
agrees not to  transfer  the  related  Warrant  Stock in any manner  which would
result in a violation of the registration  provisions of the Securities Act, and
the  Company  shall not be  required  to take any action  hereunder  which would
result in a violation of such provisions.

     B.  REPRESENTATIONS  AND COVENANTS OF THE HOLDER. The Holder represents and
warrants to the Company that the Warrant and the Warrant  Stock will be acquired
by the  Holder for its own  account  for  investment  and not with a view to the
distribution thereof,  except that this sentence shall not be deemed to prohibit
or restrict  transactions not in violation of this Agreement.  As a condition to
transfer  of the  Warrant or  exercise  of it the  Holder  will be  required  to
acknowledge  that this  Warrant  and the Warrant  Stock are being  issued by the
Company without registration under the Securities Act, and may not be offered or
sold unless registered or exempt from registration under the Securities Act. The
Holder will be required to covenant and agree that no Warrants or Warrant  Stock
will be offered or sold by or for the account of the Holder  except (i) pursuant
to an exemption from  registration  under the Securities Act (which exemption is
confirmed in a written opinion of the Holder's counsel  addressed to the Company
and  satisfactory  in form  and  substance  to the  Company's  counsel)  or (ii)
pursuant to an effective  registration  statement under the Securities Act. Each
certificate representing shares shall bear a legend making appropriate reference
to the foregoing restrictions.

     (1)  Unless and until removed as provided below,  each Warrant  Certificate
          and the certificates  evidencing  Warrant Stock shall bear a legend in
          substantially the following form:

          "The Securities  have not been registered  under the Securities Act of
          1933,  as  amended,   and  may  not  be  sold,  pledged  or  otherwise
          transferred unless (A) covered by an effective  registration statement
          under the Securities Act of 1933, as amended,  (B) in compliance  with


                                                                     Exhibit 4.5
<PAGE>


          Rule 144 under such Act, or (C) the Company has been furnished with an
          opinion of counsel reasonably  acceptable to the Company to the effect
          that no registration is required by such transfer."

     (2)  The Company shall issue a new certificate  which does not contain such
          legend if (i) the  shares  represented  by such  certificate  are sold
          pursuant to a registration  statement (including a current Prospectus)
          which has become and is effective  under the  Securities  Act, or (ii)
          the staff of the  Securities  and  Exchange  Commission  (or any other
          Federal  agency at the time  administering  the  Securities  Act) (the
          "Commission")  shall  have  issued a "no  action"  letter,  reasonably
          satisfactory  to counsel  for the  Company,  to the  effect  that such
          shares  may be freely  sold and  thereafter  traded  publicly  without
          registration  under the Securities Act, or (iii) counsel acceptable to
          the Company shall have rendered an opinion satisfactory to the Company
          to the  effect  that such  shares  may be freely  sold and  thereafter
          traded publicly without registration under the Securities Act.

     C.  "PIGGYBACK"  REGISTRATION.  If the  Company,  at  any  time  after  the
Commencement  Date  and  prior  to  the  Expiration  Date,  decides  to  file  a
registration  statement  under the  Securities  Act  relating  to any  shares of
Xplorer,  S.A. Common Stock to be offered and sold by the Company pursuant to an
underwriting, (except with respect to registration statements filed with respect
to the issuance of Securities under employee  benefit plans),  the Company shall
give  written  notice to the Holder as  promptly as  possible  for the  proposed
filing of such  registration  statement and will use all  reasonable  efforts to
cause such number of Warrants or Warrant  Stock as the Holder  shall  request in
writing,  within fifteen days after the giving of such notice, to be included in
such registration statement for offering and sale upon the same terms and in the
same  manner as the  Company  proposes  to offer and to sell such  shares of its
Common  Stock  pursuant  thereto;  provided,  that (a) the Company  shall not be
required  to  include  any  Warrant or  Warrant  Stock in any such  registration
statement  if the  Company is advised by its  investment  banking  firm that the
inclusion of such shares may, in such firm's opinion, interfere with the orderly
sale and distribution of the shares of Xplorer,  S.A. Common Stock to be offered
and  sold by the  Company;  and (b) the  Company,  at its sole  discretion,  and
without the consent of the  Holder,  may decide not to file or to withdraw  such
registration statement and may abandon the proposed offering at any time.

     (1)  In  connection  with any  registration  of its  shares by the  Company
          hereunder, the Company shall:

          (a)  furnish to sellers and the managing  underwriters  such number of
               copies of any prospectus  (including any preliminary  prospectus)
               as the  Holder  may  reasonably  request  in order to effect  the
               offering and sale of the shares to be offered and sold,  but only
               as long as the Company is required under the provisions hereof to
               cause the registration statement to remain current;

          (b)  use its best efforts to qualify  such shares for  offering  under
               such  applicable  state  "blue  sky"  laws  as  the  sellers  may
               reasonably request; provided, however, that the Company shall not
               be obligated to qualify as a foreign  corporation  to do business


                                                                     Exhibit 4.5
<PAGE>


               under  the  laws of any  jurisdiction  in which it is not then so
               qualified or to file any general consent to service of process;

          (c)  instruct the transfer agent to reissue to the Holder certificates
               without  legends  representing  the  shares  being  sold  in such
               numbers  and   denominations  as  the  sellers  shall  reasonably
               request;

          (d)  instruct the  transfer  agent (or agents) and the  registrar  (or
               registrars)  of the Warrant Stock to release any "stop  transfer"
               order with respect to the shares being sold.

     (2)  The Company, at its option, may require that the number of Warrants or
          Warrant Stock offered for sale pursuant to a request for  registration
          under  Section  4.C  hereof be  decreased  if, in the  opinion  of the
          Company's  investment  banking  firm,  such  reduction is desirable in
          order to permit the orderly  distribution  and sale of the  securities
          being  offered  thereunder.  If  the  Company  shall  require  such  a
          reduction,  the  Holder  shall  have the  right to  withdraw  from the
          offering.

     (3)  In connection with any registration statement in which Warrants or the
          Warrant Stock are included pursuant to Section 4.C hereof, the Company
          will  pay  all  Commission  and  "blue  sky"  registration  and  other
          necessary  filing  fees,  underwriting   discounts,   commissions  and
          expenses,  printing expenses,  fees and disbursements of legal counsel
          for  the  Company  and  "blue  sky"  counsel,   transfer  agents'  and
          registrars'  fees,  fees  and  disbursements  of  experts  used by the
          Company in connection with such registration,  and expenses incidental
          to any post- effective amendment to such registration  statement.  The
          Holder/Seller  shall pay all other expenses  attributable to inclusion
          in the offering of Warrants or the Warrant Stock,  including,  without
          limitation, Commission and "blue sky" registration and other necessary
          filing  fees and  underwriting  discounts,  commissions  and  expenses
          attributable thereto and fees and disbursements of the Holder/Seller's
          counsel, accountants and experts, if any.

     (4)  In the case of each  registration  of shares  effected  by the Company
          pursuant to Section 4.C hereof,  the Company  will agree to  indemnify
          and hold  harmless each Seller of Warrants or of Warrant Stock and its
          controlling  persons  against any and all losses,  claims,  damages or
          liabilities  to which  they or any  of them may become  subject  under
          the  Securities  Act or any other statute or common law (including any
          amount paid in settlement of any litigation,  commenced or threatened,
          if such  settlement is effected  with the written  consent of Xplorer,
          S.A., and to reimburse  them for any legal or other expenses  incurred
          by them in connection with  investigating any claims and defending any
          actions,  insofar as any such losses, claims, damages,  liabilities or
          actions  arise out of or are based  upon (a) any untrue  statement  or
          alleged  untrue   statement  of  a  material  fact  contained  in  the
          registration   statement   relating   to  such   Securities,   or  any
          post-effective  amendment  thereto or the omission or alleged omission
          to state  therein a material  fact  required  to be stated  therein or
          necessary  to make the  statements  therein  not  misleading,  (b) any


                                                                     Exhibit 4.5
<PAGE>


          untrue  statement  or alleged  untrue  statement  of a  material  fact
          contained in any preliminary  prospectus  relating to such Securities,
          if sued prior to the effective date of such registration statement, or
          contained  in the final  prospectus  relating to such  Securities  (as
          amended  or  supplement  if the  Company  shall  have  filed  with the
          Commission  any amendment  thereof or supplement  thereto);  provided,
          however, that the indemnification  agreement contained in this Section
          4.C shall not (a) apply to any losses, claims, damages, liabilities or
          actions  arising out of, or based upon,  any such untrue  statement or
          alleged untrue  statement,  or any such omission or alleged  omission,
          which was made in reliance  upon and in  conformity  with  information
          furnished to the Company by the seller or such underwriter for used in
          connection with the registration statement, any preliminary prospectus
          or final prospectus contained in such registration  statement,  or any
          amendment or  supplement  thereto,  or (b) inure to the benefit of any
          underwriter  or any  person  controlling  such  underwriter,  if  such
          underwriter  failed to send or give a copy of the final  prospectus to
          the person asserting the claim at or prior to the written confirmation
          of the  sale  of such  securities  to such  person  and if the  untrue
          statement or omission,  or alleged  untrue  statement or omission,  in
          question was corrected in such final prospectus.

     (5)  In  case  of each  registration  of  shares  effected  by the  Company
          pursuant  to Section 4.C hereof,  the Seller and each  underwriter  of
          shares  will  agree,  in the same manner and to the same extent as set
          forth in  Section  4.C  above,  to  indemnify  and hold  harmless  the
          Company,  each person (if any) who  controls  the  Company  within the
          meaning of Section 15 of the  Securities  Act,  the  directors  of the
          Company  and those  officers  of the Company who shall have signed any
          such registration  statement,  with respect to any untrue statement or
          alleged  untrue  statement in, or omission or alleged  omission  from,
          such registration statement or any post-effective amendment thereto or
          any  preliminary   prospectus  or  final  prospectus  (as  amended  or
          supplemented,   if  amended  or   supplemented)   contained   in  such
          registration  statement,  which  was  made  in  reliance  upon  and in
          conformity with information  furnished to the Company by the Seller or
          any underwriter for use in connection with the registration statement,
          any  preliminary  prospectus  or final  prospectus  contained  in such
          registration statement, or any amendment or supplement thereto.

     (6)  Each  indemnified  party under Section 4.C(4) or Section 4.C(5) hereof
          will, with reasonable  promptness  after its receipt of written notice
          of the  commencement of any action against such  indemnified  party in
          respect of which indemnity may be sought from an indemnifying party on
          account of an  indemnity  agreement  contained  in  Section  4.C(4) or
          4.C(5)  hereof,  notify  the  indemnifying  party  in  writing  of the
          commencement  thereof,  the  indemnifying  party will be  entitled  to
          participate  therein and to the extent it may wish,  jointly  with any
          other  indemnifying  party similarly  notified,  to assume the defense
          thereof with counsel satisfactory to such indemnified party, and after
          notice from the indemnifying  party to such  indemnified  party of its
          election so to assume the defense thereof, the indemnifying party will
          not be liable to such indemnified party under Section 4.C(4) or 4.C(5)
          hereof for any legal or other expenses  subsequently  incurred by such


                                                                     Exhibit 4.5
<PAGE>


          indemnified  party in connection  with the defense  thereof other than
          reasonable  costs  of  investigation.   The  indemnity  agreements  in
          Sections  4.C(4)  and  4.C(5)  hereof  shall  be in  addition  to  any
          liabilities which the indemnifying parties may have pursuant to law.

     (7)  In addition to the rights  above-provided,  the Company will cooperate
          with the then Holders of the  Securities  in preparing and signing any
          registration  statement  in  addition  to the  registration  statement
          discussed above,  required in order to sell or transfer the Securities
          and  will  supply  all  information   required  therefore,   but  such
          additional  registration  statement  shall  be at  the  then  Holders'
          expense,  unless the Company elects to register or qualify  additional
          shares  of the  Company's  Common  Stock,  in which  case the cost and
          expense of such  registration  statement will be pro-rated between the
          Company and the Holders of the Securities to the aggregate sales price
          of all the securities being issued.


     Section 5.  ADJUSTMENTS.  The number of shares of  Warrant  Stock  shall be
subject to adjustment from time to time as follows:

     A.  ADJUSTMENT  OF EXERCISE  PRICE IN THE EVENT OF STOCK  DIVIDENDS,  STOCK
SPLITS AND  REVERSE  STOCK  SPLITS.  Anything  in this  Section to the  contrary
notwithstanding,  in case the Company  shall at any time issue  Common  Stock or
Convertible  Securities by way of dividend or other distribution on any stock of
the  Company or effect a stock split or reverse  stock split of the  outstanding
shares of Common Stock, the Exercise Price shall be proportionately decreased in
the case of such stock split or  increased  in the case of such  reversed  stock
split (on the date that such stock split or reverse  stock  split  shall  become
effective), by multiplying the Exercise Price in effect immediately prior to the
stock dividend,  stock split or reverse stock split by a fraction, the numerator
of which is the number of shares of Common Stock  outstanding  immediately prior
to such stock dividend,  stock split or reverse stock split, and the denominator
of which is the number of shares of Common Stock  outstanding  immediately after
such stock dividend, stock split or reverse stock split.

     B. NO  ADJUSTMENT  FOR  SMALL  AMOUNTS.  Anything  in this  Section  to the
contrary  notwithstanding,  the Company  shall not be required to give effect to
any  adjustment in the Exercise  Price unless and until the net effect of one or
more adjustments,  determined as above provided, shall have required a change of
the Exercise  Price by at least ten cents ($.10),  but when the  cumulative  net
effect of more than one  adjustment so determined  shall be to change the actual
Exercise Price by at least ten cents ($0.10),  such change in the Exercise Price
shall thereupon be given effect.

     C. NUMBER OF SHARES  ADJUSTED.  Upon any adjustment of the Exercise  Price,
the Holder  shall  thereafter  (until  another such  adjustment)  be entitled to
purchase,  at the new Exercise  Price,  the number of shares,  calculated to the
nearest  full  share,  obtained by  multiplying  the number of shares of Warrant
Stock  initially  issuable  upon exercise of any of the Warrants by the Exercise
Price in effect on the date hereof and  dividing  the product so obtained by the
new Exercise Price.


                                                                     Exhibit 4.5
<PAGE>


     D. STATEMENT ON WARRANTS.  Irrespective  of any adjustments in the Exercise
Price or the  number  of kind of shares  purchasable  upon the  exercise  of the
Warrants, the Warrant Certificates theretofore or thereafter issued may continue
to  express  the same  price and  number and kind of shares as are stated in the
Warrants initially issuable pursuant to this Agreement.


     Section 6. OFFICER'S CERTIFICATE

     Whenever the Exercise  Price shall be adjusted as required by the provision
of Section 5 hereof,  the  Company  shall  forthwith  file in the custody of its
Secretary  or an  Assistant  Secretary  at its  principal  office,  an officer's
certificate  showing the adjusted  Exercise Price  determined as herein provided
and setting forth in reasonable detail the facts requiring such adjustment. Each
such officer's  certificate  shall be made available at all reasonable times for
inspection  by the  Holders  and the Company  shall,  forthwith  after each such
adjustment,  deliver a copy of such  certificate  to each of the  Holders.  Such
certificate shall be conclusive as to the correctness of such adjustment.


     Section 7. NOTICES TO WARRANTHOLDERS

     So long as any Warrant  shall be  outstanding  and  unexercised  (a) if the
Company shall pay any dividend or make any distribution upon the Common Stock or
(b) if the Company  shall offer to the holders of Common Stock for  subscription
or purchase by them any shares of stock of any class or any other  rights or (c)
if any capital  reorganization of the Company,  reclassification  of the capital
stock of the  Company,  consolidation  or  merger  of the  Company  with or into
another corporation,  sale, lease or transfer of all or substantially all of the
property  and assets of the  Company to another  corporation,  or  voluntary  or
involuntary  dissolution,  liquidation  or  winding up of the  Company  shall be
effected, then, in any such case, the Company shall cause to be delivered to the
Holders,  at least 30 days prior to the date specified in (i) or (ii) below,  as
the case may be, a notice  containing a brief description of the proposed action
and  stating  the date on which (i) a record is to be taken for the  purpose  of
such   dividend,   distribution   or  rights,  or  (ii)  such  reclassification,
reorganization,   consolidation,   merger,   conveyance,   lease,   dissolution,
liquidation or winding up is to take place and the date, if any, as of which the
holders of Common Stock of record shall be entitled to exchange  their shares of
Common Stock for securities or other property deliverable upon reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.


     Section 8.  CLOSING OF TRANSFER  BOOKS.  The  Company  will not at any time
(except on  dissolution,  liquidation  or winding up of the  Company)  close its
transfer  books  against the  transfer of any shares of Common  Stock  issued or
issuable  upon exercise of the Warrant in any manner which  interferes  with the
timely exercise of the Warrant.


     Section 9. TRANSFER OF WARRANT; WARRANT LEDGER.

     A. Subject to the provisions of this Agreement,  the Warrant and all rights


                                                                     Exhibit 4.5
<PAGE>


hereunder  are  transferable,  in whole or in part  (but not as to a  fractional
share  of  Common Stock),  by written assignment with appropriate  notice to the
Company of any such transfer.

     B. The  Company  shall  at all  times  maintain  a  ledger  indicating  the
ownership  of the Warrant  and the number of shares of Common  Stock as to which
the Warrant  has been  exercised  and the date of such  exercise  (the  "Warrant
Ledger"). Upon any transfer of any interest in the Warrant by the Holder or by a
transferee  of the Holder as provided in this  Section 9, the Company  shall (i)
note such transfer on the Warrant  Ledger,  (ii) issue and deliver a new Warrant
Certificate   (substantially   in  the  form  of   Exhibit  A  with  the  blanks
appropriately  completed)  evidencing such transferee's  interest in the Warrant
and  (iii) if the  Warrant  Certificate  surrendered  in  connection  with  such
transfer  evidenced  the right to  acquire a greater  number of shares of Common
Stock than the interest which was transferred,  issue a new Warrant  Certificate
(substantially in the form of Exhibit A with the blanks appropriately completed)
evidencing   the  right  to  acquire  shares  of  Common  Stock  which  was  not
transferred.


     Section 10. PAYMENT OF TAXES.  The Company will pay all  documentary  stamp
taxes,  if any,  attributable  to the initial  issuance of the shares of Warrant
Stock upon the exercise of Warrants;  provided,  however, that the Company shall
not be  required  to pay any tax or taxes which may be payable in respect of any
transfer  involved in the issue or delivery of the Warrant  Certificates  or the
certificates  for the shares of  Warrant  Stock in a name other than that of the
registered  Warrantholder in respect of which such Warrants or shares of Warrant
Stock are issued.


     Section 11. MUTILATED OR MISSING WARRANT CERTIFICATES.  In case any Warrant
Certificate shall be mutilated, lost, stolen or destroyed, the Company shall, at
the request of the holder of such  certificate,  issue and deliver,  in exchange
and  substitution  for and upon  cancellation  of the mutilated  certificate  or
certificates,  or in lieu of a substitution  for the certificate or certificates
lost,  stolen or destroyed,  a new Warrant  Certificate or  Certificates of like
tenor and representing an equivalent right or interest; but only upon receipt of
evidence  satisfactory to the Company of such loss, theft or destruction of such
Warrant  Certificate  or  Certificates,   and  indemnity,  if  requested,   also
satisfactory  (as to form and amount) to the Company.  An application for such a
substitute Warrant Certificate or Certificates shall also comply with such other
reasonable  regulations and pay such other reasonable charges as the Company may
prescribe.


     Section  12.  RESERVATION  OF  SHARES  OF  WARRANT  STOCK.  There  has been
reserved, and the Company shall at all times keep reserved so long as any of the
Warrants  remain  outstanding,  out of its  authorized  Common Stock a number of
shares of Common Stock  sufficient  to provide for the exercise of the rights of
purchase  represented by the  outstanding  Warrants.  The transfer agent for the
Common Stock and every subsequent transfer agent for any shares of the Company's
capital  stock  issuable  upon the  exercise  of any of the  rights of  purchase
aforesaid  will be  irrevocably  authorized and directed at all times to reserve
such number of authorized  as shall be requisite  for such purpose.  The Company


                                                                     Exhibit 4.5
<PAGE>


will  keep a copy of this  Agreement  on file  with the  transfer  agent for any
shares of the Company's  capital stock  issuable upon the exercise of the rights
of purchase  represented by the Warrants.  The Company will supply such transfer
agent with duly executed stock certificates for such purpose and will provide or
otherwise make available any cash which may be payable as provided in Section 13
hereof. All Warrant  Certificates  surrendered in exercise of the rights thereby
evidenced shall be cancelled by the Company.


     Section 13. FRACTIONAL SHARES.

     No  fractional  shares or scrip  representing  fractional  shares  shall be
issued upon the  exercise of the  Warrants.  With  respect to any  fraction of a
share called for upon the exercise of any Warrant,  the Company shall pay to the
Warrantholder an amount in cash equal to such fraction multiplied by the current
market value of such fractional share, determined as follows:

          (i) If the Common Stock is listed on a national securities exchange or
     admitted to unlisted trading privileges on such exchange, the current value
     shall be the last  reported sale price of the Common Stock on such exchange
     on the last business day prior to the date of exercise of the Warrant or if
     no such sale is made on such day, the average  closing bid and asked prices
     for such day on such exchange; or

          (ii) If the  Common  Stock is not so listed or  admitted  to  unlisted
     trading  privileges,  the  current  value  shall  be the  mean of the  last
     reported  bid and asked  prices  reported by the  National  Association  or
     Securities  Dealers Quotation System  ("NASDAQ"),  (or, if not so quoted by
     NASDAQ, by the National  Quotation  Bureau,  Inc.) on the last business day
     prior to the date of the exercise of the Warrant; or

          (iii) If the Common  Stock is not so listed or  admitted  to  unlisted
     trading  privileges  and bid and  asked  prices  are not so  reported,  the
     current value shall be an amount, not less than the book value,  determined
     in such reasonable manner as may be prescribed by the board of directors of
     the  Company,   such   determination   to  be  final  and  binding  on  the
     Warrantholder.


     Section 14. APPLICABLE LAW.

     This  Agreement  and each Warrant  Certificate  issued  hereunder  shall be
deemed to be a contract made under the laws of the State of  California  and for
all purposes shall be construed in accordance with the laws of said state.


     Section 15. BENEFITS OF THIS AGREEMENT.

     Nothing  in this  Agreement  shall be  construed  to give to any  person or
corporation  other than the Company and the Holder any legal or equitable right,
remedy or claim under this  Agreement and this  Agreement  shall be for the sole
and exclusive benefit of such persons, the Company and the Holder.


                                                                     Exhibit 4.5

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed, all as of the day and year first above-written.




           (CORPORATE SEAL)
                                             XPLORER, S.A.
ATTEST:



                                             By:                             
------------------------------               ---------------------------
Steven B. Mortensen, Secretary               Thomas C. Roddy, President
                                             and Chief Executive Officer


                                             ATLANTIC PACIFIC TRUST


                                             By:                           
                                                ------------------------
                                                Warrantholder





























                                                                     Exhibit 4.5