<PAGE>
                                                                     Exhibit 4.6

THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF SERIES H-2
PREFERRED STOCK OR COMMON STOCK ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE ACT")
AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED
WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
COMPANY, TO THE EFFECT THAT REGISTRATION IS NOT. REQUIRED IN CONNECTION WITH
SUCH DISPOSITION OR (ii) THE SALE OF SUCH SECURITIES IS MADE PURSUANT TO
SECURITIES AND EXCHANGE COMMISSION RULE 144.

                    AMENDED AND RESTATED WARRANT TO PURCHASE
                           SERIES H-2 PREFERRED STOCK
                             OF LOGICVISION, INC.

NO.

     THIS CERTIFIES THAT, for value received,            , or its permitted
registered assigns ("Holder"), is entitled, subject to the terms and conditions
                     ------
of this Amended and Restated Warrant (this "Warrant"), at any time or from time
                                            -------
to time after May 7, 1999 (the "Effective Date"), and before 5:00 p.m. Pacific
Time on May 7, 2004, subject to early termination pursuant to an Early
Termination Event (the "Expiration Date"), to purchase from LogicVision, Inc., a
                        ---------------
Delaware corporation (the "Company"),            (          ) shares of Series
                           -------
H-2 Preferred Stock of the Company ("Warrant Shares") at a price per share of
                                     --------------
Four Dollars and Eighty-Six Cents ($4.86) (the "Purchase Price").  Both the
                                                --------------
number of Warrant Shares and the Purchase Price are subject to change as
provided herein.

     This Warrant amends and restates in its entirety that certain Warrant (the
"Previous Warrant"), dated May 7, 1999, issued by the Company to Holder pursuant
 ----------------
to that certain Securities Purchase Agreement, dated May 7, 1999 (the "Purchase
                                                                       --------
Agreement"), among the Company, Holder and the other parties signatory thereto.
---------
The Previous Warrant is hereby void and of no further force or effect.

     The number of Warrant Shares and the Purchase Price reflect the 1-for-2
reverse stock split of the shares of capital stock of the Company effected on
November 30, 2000.

1.  CERTAIN DEFINITIONS.  As used in this Warrant the following terms shall have
the following respective meanings:

    "Early Termination Event" shall be the closing of a Sale of the Company.  In
     -----------------------
the event of a proposed transaction of the kind described above, the Company
shall notify Holder in writing at least thirty (30) days prior to the
consummation of such event or transaction.  However, if the Holder has sent a
Notice of Exercise on or before the expiration of the Exercise Period and the
Holder is prevented from exercising the Warrant on or before the end of the
Exercise Period due to any applicable waiting periods imposed by the HSR Act
(the "HSR Act Restrictions"), the Holder may complete the process of exercising
the Warrant, for a period of ten (10) days following termination of the HSR Act
Restrictions.
<PAGE>

     "Fair Market Value" shall be the closing price of the shares of Common
      -----------------
Stock reported for the business day immediately before Holder delivers its
Notice of Exercise to the Company if the shares of Common Stock are traded in a
public market.  If the shares of Common Stock are not traded in a public market,
the Board of Directors of the Company shall determine in its sole discretion
fair market value in its good faith judgment.

     "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
      -------
1976.

     "Registered Holder" shall mean any Holder in whose name this Warrant is
      -----------------
registered upon the books and records maintained by the Company.

     "Sale of the Company" shall mean a merger of the Company with or into any
      -------------------
other corporation or corporations (or other Person) in which the stockholders of
this Company immediately before the merger do not hold more than 50% of the
voting power of the surviving corporation immediately after the merger, a
statutory share exchange with any other corporation, or a sale, conveyance or
disposition of all or substantially all of the assets of this Company in which
stockholders of this Company immediately before such exchange hold neither more
than 50% of the voting power of this Company immediately after such exchange nor
more than 50% of the voting power of an entity which holds more than 50% of the
voting power of this Company immediately after the exchange.

     "Warrant" as used herein, shall include this Warrant and any warrant
      -------
delivered in substitution or exchange therefor as provided herein.

     "Series H-2 Preferred Stock" shall mean the Series H-2 Preferred Stock of
      --------------------------
the Company and any other securities at any time receivable upon exercise of
this Warrant (including shares of Common Stock issuable upon conversion
thereof).

2.   EXERCISE OF WARRANT.

     2.1  Payment.  Subject to compliance with the terms and conditions of this
          -------
Warrant and applicable securities laws, this Warrant may be exercised, in whole
or in part at any time or from time to time, on or before the Expiration Date by
the delivery (including, without limitation, delivery by facsimile) of the form
of Notice of Exercise attached hereto as Exhibit 1 (the "Notice of Exercise"),
duly executed by the Holder, at the principal office of the Company, and as soon
as practicable after such date, surrendering

          (a)  this Warrant at the principal office of the Company, and

          (b)  payment, (i) in cash (by check) or by wire transfer, (ii) by
cancellation by the Holder of indebtedness of the Company to the Holder; or
(iii) by a combination of (i) and (ii) (the "Exercise Amount"), except that if
Holder is subject to HSR Act Restrictions (as defined in Section 2.4 below), the
Exercise Amount shall be paid to the Company within five (5) business days of
the termination of all HSR Act Restrictions.

     2.2  Net Issue Exercise.  In lieu of the payment methods set forth in
          ------------------
2.1(b) above, the Holder may elect to exchange all or some of the Warrant for
shares of Common Stock

                                       2
<PAGE>

equal to the value of the amount of the Warrant being exchanged on the date of
exchange. If Holder elects to exchange this Warrant as provided in this Section
2.2, Holder shall tender to the Company the Warrant for the amount being
exchanged, along with written notice of Holder's election to exchange some or
all of the Warrant, and the Company shall issue to Holder the number of shares
of the Common Stock computed using the following formula:


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

          Where X = the number of shares of Common Stock to be issued to Holder.

          Y = the number of shares of Common Stock purchasable under the amount
          of the Warrant being exchanged (as adjusted to the date of such
          calculation).

          A = the Fair Market Value of one share of the Company's Common Stock.

          B = Purchase Price (as adjusted to the date of such calculation).

     All references herein to an "exercise" of the Warrant shall include an
exchange pursuant to this Section 2.2.  Upon receipt of a written notice of the
Company's intention to raise capital by selling shares of Common Stock in an IPO
(the "IPO Notice"), which notice shall be delivered to Holder at least five (5)
      ----------
but not more than ninety (90) days before the anticipated date of the filing
with the Securities and Exchange Commission of the registration statement
associated with the IPO, the Holder shall promptly notify the Company whether or
not the Holder will exercise this Warrant pursuant to this Section 2.2 prior to
consummation of the IPO.  Notwithstanding whether or not an IPO Notice has been
delivered to Holder or any other provision of this Warrant to the contrary, if
Holder decides to exercise this Warrant while a registration statement is on
file with the Securities and Exchange Commission (the "SEC") in connection with
                                                       ---
the IPO, this Warrant shall be deemed exercised on the consummation of the IPO
and the Fair Market Value of a share of Common Stock will be the price at which
one share of Common Stock was sold to the public in the IPO.  If Holder has
elected to exercise this Warrant pursuant to this Section 2.2 while a
registration statement is on file with the Securities and Exchange Commission in
connection with an IPO and the IPO is not consummated, then Holder's exercise of
this Warrant shall not be effective unless Holder confirms in writing Holder's
intention to go forward with the exercise of this Warrant.

     2.3  "Easy Sale" Exercise.  In lieu of the payment methods set forth in
           -------------------
Section 2.1(b) above, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Exercise Amount
through a "same day sale" commitment from the Holder (and if applicable a broke
r-dealer that is a member of the National Association of Securities Dealers (a
"NASD Dealer"), whereby the Holder irrevocably elects to exercise this Warrant
and to sell at least that number of Shares so purchased to pay the Exercise
Amount (and up to all of the Shares so purchased) and the Holder (or, if
applicable, the NASD Dealer) commits upon sale (or, in the case of the NASD
Dealer, upon receipt) of such Shares to forward the Exercise Amount directly to
the Company, with any sale proceeds in excess of the Exercise Amount being for
the benefit of the Holder.

                                       3
<PAGE>

     2.4  Stock Certificates, Fractional Shares.  As soon as practicable on or
          -------------------------------------
after the date this Warrant is exercised, the Company shall issue and deliver to
the person or persons entitled to receive the same a certificate or certificates
for the number of whole shares of Series H-2 Preferred Stock issuable upon, such
exercise, together with cash in lieu of any fraction of a share equal to such
fraction of the current Fair Market Value of one whole share of Series H-2
Preferred Stock as of the date of exercise of this Warrant. No fractional shares
or scrip representing fractional shares shall be issued upon an exercise of this
Warrant.

     2.5  HSR Act.  The Company hereby acknowledges that exercise of this
          -------
Warrant by Holder may subject the Company and/or the Holder to the filing
requirements of the HSR Act and that Holder may be prevented from exercising
this Warrant until the expiration or early termination of all waiting periods
imposed by the HSR Act ("HSR Act Restrictions"). If on or before the Expiration
Date Holder has sent the Notice of Exercise to Company and Holder has not been
able to complete the exercise of this Warrant prior to the Expiration Date
because of HSR Act Restrictions, the Holder shall be entitled to complete the
process of exercising this Warrant in accordance with the procedures contained
herein notwithstanding the fact that completion of the exercise of this Warrant
would take place after the Expiration Date.

     2.6  Partial Exercise; Effective Date of Exercise.  In case of any partial
          --------------------------------------------
exercise of this Warrant, the Company shall cancel this Warrant upon surrender
hereof and shall execute and deliver a new Warrant of like tenor and date for
the balance of the shares of Series H-2 Preferred Stock purchasable hereunder.
This Warrant shall be deemed to have been exercised immediately prior to the
close of business on the date of its surrender for exercise as provided above.
However, if Holder is subject to HSR Act filing requirements this Warrant shall
be deemed to have been exercised on the date immediately following the date of
the expiration of all HSR Act Restrictions.  The person entitled to receive the
shares of Series H-2 Preferred Stock issuable upon exercise of this Warrant
shall be treated for all purposes as the holder of record of such shares as of
the close of business on the date the Holder is deemed to have exercised this
Warrant.

     2.7  Sale of the Company. In the Event of a Sale of the Company, the
          -------------------
Company shall give written notice to the Holder of such Sale of the Company not
less than thirty (30) days prior to the closing date thereof.

3.  VALID ISSUANCE:  TAXES.  All shares of Series H-2 Preferred Stock issued
upon the exercise of this Warrant shall be validly issued, fully paid and non-
assessable, and the Company shall pay all taxes and other governmental charges
that may be imposed in respect of the issue or delivery thereof.  The Company
shall not be required to pay any tax or other charge imposed in connection with
any transfer involved in the issuance of any certificate for shares of Series H-
2 Preferred Stock in any name other than that of the Registered Holder of this
Warrant, and in such case the Company shall not be required to issue or deliver
any stock certificate or security until such tax or other charge has been paid,
or it has been established to the Company's reasonable satisfaction that no tax
or other charge is due.

4.  LOSS OR MUTILATION.  Upon receipt of evidence reasonably satisfactory to the
Company of the ownership of and the loss, theft, destruction or mutilation of
this Warrant, and of

                                       4

<PAGE>

indemnity reasonably satisfactory to it, and (in the case of mutilation) upon
surrender and cancellation of this Warrant, the Company will execute and deliver
in lieu thereof a new Warrant of like tenor as the lost, stolen, destroyed or
mutilated Warrant.

5.  ADJUSTMENT.  If the Company shall at any time after August __, 2001, and
prior to the expiration of this Warrant subdivide its Series H-2 Preferred
Stock, by split-up or otherwise, or combine its capital stock, or issue
additional securities as a dividend with respect to any shares of its Series H-2
Preferred Stock, the number of Warrant Shares issuable on the exercise of this
Warrant shall forthwith be proportionately increased in the case of a
subdivision or stock dividend, or proportionately decreased in the case of a
combination.  Appropriate adjustments shall also be made to the Purchase Price
payable per share, but the aggregate purchase price payable for the total number
of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the
same.  Any adjustment under this Section 5 shall become effective at the close
of business on the date the subdivision or combination becomes effective, or as
of the record date of such dividend, or in the event that no record date is
fixed, upon the making of such dividend.

Should all of the Company's Series H-2 Preferred Stock be, or if outstanding
would be, at any time prior to the Expiration Date or any portion thereof,
converted into shares of the Company's Common Stock in accordance with the
Company's Certificate of Incorporation, then this Warrant shall immediately
become exercisable for that number of shares of the Company's Common Stock equal
to the number of shares of the Common Stock that would have been received if
this Warrant had been exercised in full and the Series H-2 Preferred Stock
received thereupon had been simultaneously converted immediately prior to such
event and the Purchase Price shall be immediately adjusted to equal the quotient
obtained by dividing (x) the aggregate Purchase Price of the maximum number of
Shares of Series H-2 Preferred Stock for which this Warrant was exercisable
immediately prior to such conversion, by (y) the number of shares of Common
Stock for which this Warrant is exercisable immediately after such conversion.

6.  RESERVATION OF SERIES H-2 PREFERRED STOCK.  The Company hereby covenants
that at all times there shall be reserved for issuance and delivery upon
exercise of this Warrant such number of shares of Series H-2 Preferred Stock or
other shares of capital stock of the Company as are from time to time issuable
upon exercise of this Warrant and, from time to time, will take all steps
necessary to amend its Certificate of Incorporation to provide sufficient
reserves of shares of Series H-2 Preferred Stock issuable upon exercise of this
Warrant.  All such shares shall be duly authorized, and when issued upon such
exercise, shall be validly issued, fully paid and non-assessable, free and clear
of all liens, security interests, charges and other encumbrances or restrictions
on sale and free and clear of all preemptive rights, except encumbrances or
restrictions arising under federal or state securities laws.  Issuance of this
Warrant shall constitute full authority to the Company's officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Series H-2 Preferred Stock upon the
exercise of this Warrant.

7.  TRANSFER AND EXCHANGE.  Subject to the terms and conditions of this Warrant
and compliance with all applicable securities laws, this Warrant and all rights
hereunder may be transferred to any Registered Holder's parent, subsidiary or
affiliate, in whole or in part, on the books of the Company maintained for such
purpose at the principal office of the Company

                                       5

<PAGE>

referred to above, by the Registered Holder hereof in person, or by duly
authorized attorney, upon surrender of this Warrant properly endorsed and upon
payment of any necessary transfer tax or other governmental charge imposed upon
such transfer. Upon any permitted partial transfer, the Company will issue and
deliver to the Registered Holder a new Warrant or Warrants with respect to the
shares of Series H-2 Preferred Stock not so transferred. Each taker and holder
of this Warrant, by taking or holding the same, consents and agrees that when
this Warrant shall have been so endorsed, the person in possession of this
Warrant may be treated by the Company, and all other persons dealing with this
Warrant, as the absolute owner hereof for any purpose and as the person entitled
to exercise the rights represented hereby, any notice to the contrary
notwithstanding; provided, however that until a transfer of this Warrant is duly
registered on the books of the Company, the Company may treat the Registered
Holder hereof as the owner for all purposes.

8.  RESTRICTIONS ON TRANSFER.  The Holder, by acceptance hereof, agrees that,
absent an effective registration statement filed with the SEC under the
Securities Act of 1933, as amended (the "1933 Act), covering the disposition or
sale of this Warrant or the Series H-2 Preferred Stock issued or issuable upon
exercise hereof or the Common Stock issuable upon conversion thereof, as the
case may be, and registration or qualification under applicable state securities
laws, such Holder will not sell, transfer, pledge, or hypothecate any or all
such Warrants, Series H-2 Preferred Stock or Common Stock, as the case may be,
unless either (i) the Company has received an opinion of counsel, in form and
substance reasonably satisfactory to the Company, to the effect that such
registration is not required in connection with such disposition or (ii) the
sale of such securities is made pursuant to SEC Rule 144.

9.  COMPLIANCE WITH SECURITIES LAWS.  By acceptance of this Warrant, the Holder
hereby represents, warrants and covenants that any shares of stock purchased
upon exercise of this Warrant or acquired upon conversion thereof shall be
acquired for investment only and not with a view to, or for sale in connection
with, any distribution thereof; that the Holder has had such opportunity as such
Holder has deemed adequate to obtain from representatives of the Company such
information as is necessary to permit the Holder to evaluate the merits and
risks of its investment in the Company; that the Holder is able to bear the
economic risk of holding such shares as may be acquired pursuant to the exercise
of this Warrant for an indefinite period; that the Holder understands that the
shares of stock acquired pursuant to the exercise of this Warrant or acquired
upon conversion thereof will not be registered under the 1933 Act (unless
otherwise required pursuant to exercise by the Holder of the registration
rights, if any, previously granted to the registered Holder) and will be
"restricted securities" within the meaning of Rule 144 under the 1933 Act and
that the exemption from registration under Rule 144 will not be available for at
least one year from the date of exercise of this Warrant and even then will not
be available unless a public market then exists for the stock, adequate
information concerning the Company is then available to the public, and other
terms and conditions of Rule 144 are complied with; and that all stock
certificates representing shares of stock issued to the Holder upon exercise of
this Warrant or upon conversion of such shares may have affixed thereto a legend
substantially in the following form:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED

                                       6
<PAGE>

     (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES
     ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
     TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE
     STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
     INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL
     RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF
     THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
     SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
     RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
     LAWS.

10.  NO RIGHTS OR LIABILITIES AS STOCKHOLDER.  This Warrant shall not entitle
the Holder to any voting rights or other rights as a stockholder of the Company.
In the absence of affirmative action by such Holder to purchase Series H-2
Preferred Stock by exercise of this Warrant, no provisions of this Warrant, and
no enumeration herein of the rights or privileges of the Holder hereof shall
cause such Holder hereof to be a stockholder of the Company for any purpose.

11.  REGISTRATION RIGHTS.  All shares of Series H-2 Preferred Stock issuable
upon exercise of this Warrant shall be "Registrable Securities" or such other
definition of securities entitled to registration rights pursuant to the
Company's Registration Rights Agreement, and are entitled, subject to the terms
and conditions of that agreement, to all registration rights granted to holders
of Registrable Securities thereunder and shall be subject to all of the
obligations of such holders, including the Market Standoff provisions set forth
thereof.

12.  NOTICES.  All notices and other communications from the Company to the
Holder shall be given in accordance with the Purchase Agreement.

13.  HEADINGS.  The headings in this Warrant are for purposes of convenience in
reference only, and shall not be deemed to constitute a part hereof.

14.  LAW GOVERNING.  This Warrant shall be construed and enforced in accordance
with, and governed by, the laws of the State of California.

15.  NOTICES OF RECORD DATE.  In case:

     15.1 the Company shall take a record of the holders of its Series H-2
Preferred Stock (or other stock or securities at the time receivable upon the
exercise of this Warrant), for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for or purchase any
shares of stock of any class or any other securities or to receive any other
right; or

                                       7
<PAGE>

     15.2  of any consolidation or merger of the Company with or into another
corporation, any capital reorganization of the Company, any reclassification of
the Capital Stock of the Company, or any conveyance of all or substantially all
of the assets of the Company to another corporation in which holders of the
Company's stock, are to receive stock, securities or property of another
corporation; or

     15.3  of any voluntary dissolution liquidation or winding-up of the
Company; or

     15.4  of any redemption or conversion of all outstanding Series H-2
Preferred Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation,
winding-up, redemption or conversion is to take place, and the time, if any is
to be fixed, as of which the holders of record of Series H-2 Preferred Stock or
(such stock or securities as at the time are receivable upon the exercise of
this Warrant), shall be entitled to exchange their shares of Series H-2
Preferred Stock (or such other stock or securities), for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up.  Such notice shall
be delivered at least thirty (30) days prior to the date therein specified.

16.  SEVERABILITY.  If any term, provision, covenant or restriction of this
Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Warrant shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

17.  SATURDAYS, SUNDAYS AND HOLIDAYS.  If the Expiration Date falls on a
Saturday, Sunday or legal holiday, the Expiration Date shall automatically be
extended until 5:00 p.m. the next business day.

                           [Remainder of page blank]

                                       8
<PAGE>

     IN WITNESS WHEREOF, the Company has executed this Amended and Restated
Warrant as of August __, 2001.

                                    LOGICVISION, INC.

                                    By: ________________________________


                                    __________________________________________
                                    Printed Name


                                    __________________________________________
                                    Title



Agreed and Accepted:

__________________________



                    SIGNATURE PAGE TO AMENDED AND RESTATED
                       SERIES H-2 PREFERRED STOCK WARRANT
<PAGE>

                                   EXHIBIT 1


                               NOTICE OF EXERCISE

                   (To be executed upon exercise of Warrant)

LOGICVISION, INC.                                              WARRANT NO. _____

The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of LogicVision, Inc. as provided for therein, and (check the
applicable box):

[_]  Tenders herewith payment of the Purchase Price in full in the form of cash
     or check in the amount of $______________ for ______________ such
     securities.

[_]  Elects the Easy Sale Exercise option pursuant to Section 2.3 of the
     Warrant, and accordingly requests delivery of a net of ______________ of
     such securities.

Please issue a certificate or certificates for such securities in the name of,
and pay any cash for any fractional share to (please print name, address and
social security number):

Name:        ______________________________________

Address:     ______________________________________

Signature:   ______________________________________

Note: The above signature should correspond exactly with the name of the first
page of the Warrant Certificate or with the name of the assignee appearing in
the assignment form below.

If said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher whole number of shares.
<PAGE>

                                   EXHIBIT 2

                                   ASSIGNMENT

(To be executed only upon assignment of Warrant Certificate)    WARRANT NO. ___

For value received, the undersigned hereby sells, assigns and transfers unto
_________________ the within Warrant Certificate, together with all right, title
and interest therein, and does hereby irrevocably constitute and appoint
_______________________ attorney, to transfer said Warrant Certificate on the
books of the within-named Company with respect to the number of Warrants set
forth below, with full power of substitution in the premises:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
     Name of Assignee(s)              Address                       # of Warrants
------------------------------------------------------------------------------------------
<S>                                  <C>                           <C>

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

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

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

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

------------------------------------------------------------------------------------------
</TABLE>

And if said number of Warrants shall not be all the Warrants represented by the
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the Warrants registered by said
Warrant Certificate.

Dated:       ________________________________________

Signature:   ________________________________________

Notice: The signature to the foregoing Assignment must correspond to the name as
written upon the face of this security in every particular, without alteration
or any change whatsoever; signature(s) must be guaranteed by an eligible
guarantor institution (banks, stock brokers, savings and loan association and
credit unions with membership in an approved signature guarantee medallion
program) pursuant to Securities and Exchange Commission Rule 17Ad-15.