Exhibit 10.127
                                 --------------


Blum Asset Trust Warrant
November 19, 2003



NEITHER THIS WARRANT NOR THE  SECURITIES  INTO WHICH THIS WARRANT IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  ("THE  SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  THEREUNDER  AND  IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

                                     WARRANT
                                     -------

Warrant No. W-1-2003                                     Dated November 19, 2003

         Commodore  Applied  Technologies,  Inc., a  corporation  organized  and
existing  under  the  laws of the  State  of  Delaware  (the  "Company")  hereby
certifies that, for value received,  Blum Asset Trust, or its registered assigns
("Holder"), is entitled,  subject to the terms set forth below, to purchase from
the Company up to a total of  27,355,800  shares  (each such  share,  a "Warrant
Share" and all such shares,  the "Warrant  Shares") of common  stock,  $.001 par
value (the  "Common  Stock"),  of the  Company,  at an  exercise  price equal to
$0.0285 per share (as adjusted  from time and time as provided in Section 8, the
"Exercise  Price"),  at any time and from  time to time  from and after the date
hereof and through the including November 19, 2008 (the "Expiration  Date"), and
subject to the following terms and conditions:

         1.  Registration  of Warrant.  The Company shall register this Warrant,
upon records to be  maintained  by the Company for that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company  will deem and  treat  the  registered  Holder  of this  Warrant  as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder,  and for all other  purposes,  the  Company  shall be affected by
notice to the contrary.

         2. Registration of Transfers and Exchanges.
            ----------------------------------------

         (a) The  Company  shall  register  the  transfer of any portion of this
Warrant in the Warrant Register,  upon surrender of this Warrant,  with the Form
of Assignment  attached hereto duly completed and signed,  to the Company at the
office  specified in or pursuant to Section 3(b). Upon any such  registration or
transfer,  a new warrant to purchase Common Stock, in substantially  the form of
this Warrant (any such new warrant, a "New Warrant"),  evidencing the portion of
this Warrant so transferred  shall be issued to the transferee and a New Warrant
evidencing  the remaining  portion of this Warrant not so  transferred,  if any,
shall be issued to the transferring Holder by the Company. The acceptance of the
New Warrant by the  transferee  thereof  shall be deemed the  acceptance of such
transferee of all of the rights and obligations of a holder of a Warrant.

                                       1
<PAGE>

         (b) This  Warrant is  exchangeable,  upon the  surrender  hereof by the
Holder to the office of the Company specified in or pursuant to Section 3(b) for
one or more New Warrants,  evidencing in the aggregate the right to purchase the
number of Warrant  Shares  which may then be purchased  hereunder.  Any such New
Warrant will be dated the date of such exchange.

         3. Duration and Exercise of Warrants.
            ----------------------------------

         (a) This Warrant shall be exercisable  by the registered  Holder on any
business day before 5:30 P.M.,  Eastern Standard Time, at any time and from time
to time on or after the date hereof to and  including  the  Expiration  Date. At
5:30 P.M.,  Eastern  Standard Time on the  Expiration  Date, the portion of this
Warrant not  exercised  prior  thereto shall be and become void and of no value.
This Warrant may not be redeemed by the Company.

         (b)  Subject to Sections  2(b),  6, 9 and 11,  upon  surrender  of this
Warrant,  with the Form of Election to Purchase  attached  hereto duly completed
and signed, to the Company at its address for notice set forth in Section 11 and
upon payment of the Exercise  Price  multiplied by the number of Warrant  Shares
that the Holder  intends to purchase  hereunder,  in lawful  money of the United
States of America, in cash or by certified or official bank check or checks, all
as  specified  by the Holder in the Form of  Election to  Purchase,  the Company
shall  promptly  (but in no event  later than 3 business  days after the Date of
Exercise  (as  defined  herein))  issue or cause to be  issued  and  cause to be
delivered  to or upon the written  order of the Holder and in such name or names
as the  Holder  may  designate,  a  certificate  for the  Warrant  Shares,  with
restrictive  legends  which  shall be  removed  subject  to the  filing  and SEC
acceptance  of a S-3  registration  that shall be filed by the  Company no later
than January 28, 2005. Any person so designated by the Holder to receive Warrant
Shares shall be deemed to have become holder of record of such Warrant Shares as
the Date of Exercise of this Warrant.

         A "Date of  Exercise"  means the date on which the  Company  shall have
received (i) this Warrant (or any New Warrant, as applicable),  with the Form of
Election  to  Purchase  attached  hereto  (or  attached  to  such  New  Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number  of  Warrant  Shares so  indicated  by the  holder  hereof to be
purchased.

         (c) This Warrant shall be exercisable,  either in its entirety or, from
time to time, for a portion of the number of Warrant Shares. If less than all of
the Warrant  Shares which may be purchased  under this Warrant are  exercised at
any time, the Company shall issue or cause to be issued,  at its expense,  a New
Warrant  evidencing the right to purchase the remaining number of Warrant Shares
for which no exercise has been evidenced by this Warrant.

                                       2
<PAGE>

         4. Piggyback  Registration Rights. During the term of this Warrant, the
Company may not file any registration statement with the Securities and Exchange
Commission (other than registration  statements of the Company filed on Form S-8
or Form S-4, each as  promulgated  under the Securities Act of 1933, as amended,
pursuant to which the Company is  registering  securities  pursuant to a Company
employee  benefit  plan  or  pursuant  to  a  merger,   acquisition  or  similar
transaction   including   supplements   thereto,   but  not  additionally  filed
registration statements in respect of such securities) at any time when there is
not an  effective  registration  statement  covering  the resale of the  Warrant
Shares and naming the  Holder as a selling  stockholder  thereunder,  unless the
Company provides each of the Holders as identified in Section 11, with that less
than 20 days notice of its  intention to file such  registration  statement  and
provide  the Holder the option to include any or all of the  applicable  Warrant
Shares therein. The piggyback registration rights granted to the Holder pursuant
to this Section shall  continue  until all of the Holder's  Warrant  Shares have
been sold in  accordance  with either an  effective  registration  statement  or
pursuant to Rule 144  promulgated  under the Securities Act of 1933, as amended,
or upon the  expiration of this Warrant.  The Company will pay all  registration
expenses in connection therewith.

         5. Payment of Taxes.The  Company will pay all  documentary  stamp taxes
attributable  to the  issuance  of  Warrant  Shares  upon the  exercise  of this
Warrant:  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder, and the Company shall not be required to issue or cause to be issued
or deliver or cause to be delivered the  certificates  for Warrant Shares unless
or until the person or persons  requesting the issuance  thereof shall have paid
to the  Company  the  amount  of  such  tax or  shall  have  established  to the
satisfaction  of the Company  that such tax has been paid.  The Holder  shall be
responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.

         6. Replacement of Warrant.  If this Warrant is mutilated,  lost, stolen
or  destroyed,  the Company  shall  issue or cause to be issued in exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
reasonably  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other reasonable charges as the Company may prescribe.

         7.  Ownership  of Warrant  Shares by the  Company  prior to Exercise of
Warrant.  The Company  covenants that it will at all times prior to the complete
exercise of the Warrant own sufficient shares of Common Stock in order to enable
it to issue Warrant Shares upon exercise of this Warrant as herein provided, and
the number of Warrant  Shares which are then issuable and  deliverable  upon the
exercise of this entire Warrant,  are free from  preemptive  rights or any other

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<PAGE>

actual contingent  purchase rights of persons other than the Holder (taking into
account the  adjustments and  restrictions of Section 8). The Company  covenants
that all Warrant Shares that shall be so issuable and  deliverable  shall,  upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms  hereof,  be duly  and  validly  authorized,  issued  and  fully  paid and
nonassessable.

         8. Certain Adjustments. The Exercise Price and number of Warrant Shares
are subject to adjustment from time to time as set forth in this Section 8. Upon
each such  adjustment  of the  Exercise  Price  pursuant to this  Section 8, the
Holder shall thereafter prior to the Expiration Date be entitled to purchase, at
the Exercise Price resulting from such adjustment,  the number of Warrant Shares
obtained by multiplying the Exercise Price in affect  immediately  prior to such
adjustment  by the number of  Warrant  Shares  issuable  upon  exercise  of this
Warrant immediately prior to such adjustment and dividing the product thereof by
the Exercise Price resulting from such adjustment.

         (a) If the Company, at any time while this Warrant is outstanding,  (i)
shall pay a stock dividend or otherwise make a distribution or  distributions on
shares of its Common  Stock or on any other class of capital  stock (and not the
Common  Stock)  payable  in shares of Common  Stock,  other  than the  dividends
payable  under the Purchase  Agreement,  (ii)  subdivide  outstanding  shares of
Common Stock into a larger number of shares, or (iii) combine outstanding shares
of Common Stock into a smaller  number of shares,  the  Exercise  Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock outstanding before such event and of which the denominator shall be
the  number  of shares  of  Common  Stock  outstanding  after  such  event.  Any
adjustment  made  pursuant to this Section  shall become  effective  immediately
after the record date for the determination of stockholders  entitled to receive
such dividend or distribution and shall become effective  immediately  after the
effective date in the case of a subdivision or  combination,  and shall apply to
successive subdivisions and combinations.

         (b)  In  case  of  any   reclassification  of  the  Common  Stock,  any
consolidation or merger of the Company with or into another person,  the sale or
transfer of all or  substantially  all of the assets of the Company in which the
consideration  therefore  is  equity  or  equity-equivalent  securities  or  any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other securities or property, then the Holder shall have the right thereafter to
exercise  this  Warrant only into the shares of stock and other  securities  and
property  receivable  upon or  deemed  to be held by  holders  of  Common  Stock
following such reclassification,  consolidation, merger, sale, transfer or share
exchange,  and the Holder  shall be  entitled  upon such  event to receive  such
amount of securities or property of the Company's business  combination  partner
equal to the amount of Warrant  Shares such Holder  would have been  entitled to
had   such   Holder   exercised   this   Warrant   immediately   prior  to  such
reclassification,  consolidation,  merger, sale, transfer or share exchange. The
terms of any such  consideration,  merger, sale transfer or share exchange shall
include  such terms so as to continue to give to the Holder the right to receive
the  securities  or property  set forth in this  Section  8(b) upon any exercise
following any such  reclassification,  consolidation,  merger, sale, transfer or
share exchange.

                                       4
<PAGE>

         (c) If the  Company,  at any time  while this  Warrant is  outstanding,
shall  distribute  to all  holders  of  Common  Stock  (and  not to the  Holder)
evidences of its  indebtedness  or assets or rights or warrants to subscribe for
or purchase any security  (excluding those referred to in Sections 8(a), (b) and
(d),  then in  each  such  case  the  Exercise  Price  shall  be  determined  by
multiplying  the Exercise Price in effect  immediately  prior to the record date
fixed for determination of stockholders entitled to receive such distribution by
a fraction of which the denominator shall be the Exercise Price determined as of
the  record  date  mentioned  above,  and of which the  numerator  shall be such
Exercise  Price on such  record  date  less the then fair  market  value at such
record  date of the  portion  of such  assets or  evidence  of  indebtedness  so
distributed applicable to one outstanding share of Common Stock as determined by
a nationally  recognized or major  regional  investment  banking firm or firm of
independent  certified public  accountants of recognized  standing (which may be
the firm that  regularly  examines the financial  statements of the Company) (an
"Appraiser")  mutually  selected  in good faith by the  holders of a majority in
interest of the Warrant then outstanding and the Company. Any determination made
by the Appraiser shall be final.

         (d) In the  event  that at any time or from  time to time  the  Company
shall  issue  rights,  options or  warrants  entitling  the  holders  thereof to
subscribe  for  shares  of  Common  Stock,  or  securities  convertible  into or
exchangeable or exercisable for The Company's Common Stock, in each case, to all
holders  of Common  Stock  (other  than in  connection  with the  adoption  of a
shareholder  rights plan by the  Company)  without any  charge,  entitling  such
holders to subscribe for or purchase shares of Common Stock at a price per share
that as of the record date for such issuance is less than the Market Price,  the
number of shares of Common  Stock  issuable  upon the  exercise of each  Warrant
shall be increased to a number determined by multiplying the number of shares of
Common Stock  theretofore  issuable upon exercise of each Warrant by a fraction,
the numerator of which shall be the number of shares of Common Stock outstanding
on the date of issuance of such rights, options, warrants or securities plus the
number of additional shares of Common Stock offered for subscription or purchase
or  into  or  for  which  such  securities  that  are  issued  are  convertible,
exchangeable or exercisable, and the denominator of which shall be the number of
shares of Common  Stock  outstanding  on the date of  issuance  of such  rights,
options,  warrants or securities plus the total number of shares of Common Stock
which  the  aggregate  consideration  expected  to be  received  by the  Company
(assuming the exercise or conversion  of all such rights,  options,  warrants or
securities)  would  purchase at the then Market Price.  In the event of any such
adjustment,  the  Exercise  Price shall be adjusted  to a number  determined  by
dividing the Exercise  Price  immediately  prior to such date of issuance by the
aforementioned  fraction.  Such adjustment shall be made immediately  after such
rights,  options or warrants are issued and shall become effective,  retroactive
to the record date for the  determination  of  stockholders  entitled to receive
such rights,  options,  warrants,  or  securities.  No adjustment  shall be made
pursuant  to this  Section  8(d) which shall have the effect of  decreasing  the
number of shares of Common Stock purchasable upon exercise of each Warrant or of
increasing the Exercise Price.

                                       5
<PAGE>

         (e) For the purpose of this Section 8, the following clauses shall also
be applicable:

              (i) Record  Date.  In case the Company  shall take a record of the
holders of its Common Stock for the purpose of  entitling  them (A) to receive a
dividend  or  other  distribution  payable  in  Common  Stock  or in  securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or purchase Common Stock or securities  convertible or exchangeable  into shares
of Common  Stock,  then such  record  date shall be deemed to be the date of the
issue or sale of the shares of Common  Stock  deemed to have been issued or sold
upon the  declaration of such dividend or the making of such other  distribution
or the date of the  granting  of such right of  subscription  or purchase as the
case may be.

              (ii)  Treasury  Shares.  The  number of  shares  of  Common  Stock
outstanding  at any given time shall not include  shares owned or held by or for
the account of the  Company,  and the  disposition  of any such shares  shall be
considered an issue or sale of Common Stock.

         (f) All calculations  under this Section 8 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be.

         (g) If:

                     (i)      the Company shall declare a dividend (or any other
                              distribution) on its Common Stock; or

                     (ii)     the Company shall  declare a special  nonrecurring
                              cash  dividend  on or a  redemption  of its Common
                              Stock; or

                     (iii)    the Company  shall  authorize  the granting to all
                              holders of the Common  Stock rights or warrants to
                              subscribe  for or  purchase  any shares of capital
                              stock of any class or of any rights; or

                     (iv)     the  approval of any  stockholders  of the Company
                              shall  be   required   in   connection   with  any
                              reclassification   of  the  Common  Stock  of  the
                              Company,  any consolidation or merger to which the
                              Company is a party, any sale or transfer of all or
                              substantially all of the assets of the Company, or
                              any compulsory  share exchange  whereby the Common
                              Stock is converted into other securities,  cash or
                              property; or

                                       6
<PAGE>

                     (v)      the  Company   shall   authorize   the   voluntary
                              dissolution,  liquidation  or  winding  up of  the
                              affairs of the Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register,  at least 20 calendar days prior
to the  applicable  record or effective  date  hereinafter  specified,  a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date of which it is  expected  that  holders of Common  Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding up;  provided,  however,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

         9. Payment of Exercise Price.  The Holder may pay the Exercise Price in
one of the following manners:

              (a) Cash Exercise.  The Holder shall deliver immediately available
funds to the Company; or

              (b) Cashless Exercise.  The Holder shall surrender this Warrant to
the  Company  together  with a notice of cashless  exercise,  in which event the
Company  shall issue to the Holder the number of Warrant  Shares  determined  as
follows:

                           X = Y (A-B)/A
         where:
                           X = the number of Warrant Shares to be issued to the
                           Holder.

                           Y = the number of Warrant Shares with respect to
                           which this Warrant is being exercised.

                           A = the closing sale prices of the Common Stock for
                           the Trading Day immediately prior to the Date of
                           Exercise.

                           B = the Exercise Price.

                                       7
<PAGE>

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date of the Warrant.

         10.  Fractional  Shares.  The Company shall not be required to issue or
cause to be issued  fractional  Warrant  Shares on the exercise of this Warrant.
The number of full Warrant  Shares which shall be issuable  upon the exercise of
this Warrant shall be computed on the basis of the  aggregate  number of Warrant
Shares purchasable on exercise of this Warrant so presented.  If any fraction of
a Warrant Share would, except for the provisions of this Section 10, be issuable
on the exercise of this Warrant,  the Company shall,  at its option,  (i) pay an
amount in cash equal to the Exercise Price multiplied by such fraction,  or (ii)
round the number of Warrant Shares issuable, up to the next whole number.

         11. Notices.  Any and all notices or other communications or deliveries
hereunder  shall be in writing and shall be deemed  given and  effective  on the
earliest of (i) the date of  transmission,  if such notice or  communication  is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
section,  (ii)  the  business  day  following  the date of  mailing,  if sent by
nationally recognized overnight courier service, or (iii) upon actual receipt by
the party to whom such notice is required to be given.  The  addresses  for such
communications shall be:

(i) if to the Company

150 East 58th Street
Suite 3238
New York, NY  10155
or to Facsimile No.: (212) 753-0731
Attention: James M. DeAngelis

or (ii) if to the Holder

to the Holder at the  address  or  facsimile  number  appearing  on the  Warrant
Register or such other  address or facsimile  number as the Holder and their may
provide to the Company in accordance with this Section 11.

         12. Warrant Agent.

         (a) The Company shall serve as warrant  agent under this Warrant.  Upon
thirty (30) days'  notice to the  Holder,  the Company may appoint a new warrant
agent.

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<PAGE>

         (b) Any corporation into which the Company or any new warrant agent may
be merged  or any  corporation  resulting  from any  consolidation  to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         13. Miscellaneous.
             --------------

         (a) This  Warrant  shall be binding on and inure to the  benefit of the
parties  hereto and their  respective  successors  and permitted  assigns.  This
Warrant may be amended only in writing signed by the Company and the Holder.

         (b) Subject to Section 13(a),  above,  nothing in this Warrant shall be
construed  to give to any person or  corporation  other than the Company and the
Holder any legal or equitable  right,  remedy or cause under this Warrant;  this
Warrant  shall be for the sole and  exclusive  benefit  of the  Company  and the
Holder.

         (c) This  Warrant  shall be governed by and  construed  and enforced in
accordance with the internal laws of the State of New York without regard to the
principles of conflicts of law thereof.

         (d) The headings herein are for  convenience  only, do not constitute a
part of this  Warrant  and shall  not be  deemed  to limit or affect  any of the
provisions hereof.

         (e) In case any one or more of the  provisions of this Warrant shall be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or impaired  thereby and the  parties  will  attempt in good faith to agree upon
analysis and  enforceable  provision  which shall be a  commercially  reasonable
substitute  therefore and upon so agreeing,  shall  incorporate  such substitute
provision in this Warrant.

         (f) In the event that the Company  breaches any of its  representations
under this Warrant,  is otherwise in violation of any provision of this Warrant,
or is unable to carry out any of its obligations under this Warrant, the Company
shall issue a new warrant to the Holder, which new warrant shall be identical to
this Warrant, except all obligations under such new warrant, including,  without
limitations,  the  obligation  to reserve and issue fully paid and  nonassessble
Warrant Shares shall be borne by the Company.

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                            [SIGNATURE PAGE FOLLOWS]

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<PAGE>

         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its  respective  authorized  officer as of the date first  indicated
above.




                                    COMMODORE APPLIED TECHNOLOGIES, INC.


                                      By:     __________________________________

                                      Name:   /s/ James M. DeAngelis

                                      Title: Chief Financial Officer & Treasurer



                                       10
<PAGE>


                          FORM OF ELECTION TO PURCHASE


         (To be executed by the Holder to exercise the right to purchase  shares
of Common Stock under the foregoing Warrant)

To Commodore Applied Technologies, Inc.:

         In accordance  with the Warrant  enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase  [_____________]
shares of Common Stock,  $.001 par value ("Common Stock"),  of Commodore Applied
Technologies,  Inc. and, if such Holder is not  utilizing the cashless  exercise
provisions set forth in this Warrant,  encloses herewith $ ______________in cash
or  certified  or  official  bank  check or  checks,  which sum  represents  the
aggregate Exercise Price (as defined in the Warrant) for the number of shares of
Common Stock to which this Form of Election to Purchase  relates,  together with
any applicable taxes payable by the undersigned pursuant to the Warrant.

         The  undersigned  requests that  certificates  for the shares of Common
Stock issuable upon this exercise be issued in the name of

                        PLEASE INSERT SOCIAL SECURITY OR
                            TAX IDENTIFICATION NUMBER

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


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                         (Please print name and address)
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         If the number of shares of Common  Stock  issuable  upon this  exercise
shall not be all of the shares of Common Stock which the undersigned is entitled
to purchase in accordance with the enclosed  Warrant,  the undersigned  requests
that a New Warrant (as defined in the Warrant)  evidencing the right to purchase
the shares of Common  Stock not  issuable  pursuant  to the  exercise  evidenced
hereby be issued in the name of and delivered to:


                                       11
<PAGE>


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                         (Please print name and address)
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Date:    __________                          Name of Holder:

                                            (Print) ____________________________

                                            (By:) ______________________________

                                            (Name:)

                                            (Title:)

         (Signature  must conform in all respects to name of holder as specified
on the face of the Warrant).


                                       12