CINEMA RIDE, INC.
                            Warrant

THE  SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
QUALIFIED  UNDER  ANY  STATE SECURITIES  LAW.   THE  SHARES  ISSUABLE  UPON
EXERCISE OF THIS WARRANT  MAY  NOT  BE SOLD, OFFERED FOR SALE, TRANSFERRED,
PLEDGED  OR  HYPOTHECATED  IN  THE ABSENCE  OF  AN  EFFECTIVE  REGISTRATION
STATEMENT WITH RESPECT THERETO UNLESS  SOLD, OFFERED FOR SALE, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN A TRANSACTION  THAT  IS EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT.


                       CINEMA RIDE, INC.

                      Warrant Certificate
                   To purchase Common Stock
                    Expiring June 25, 2011

     This Warrant Certificate certifies that Finova  Capital Corporation, a
Delaware   corporation,   or  its  registered  assigns  (the  "Holder"   or
"Holders"), is entitled to  subscribe  for  and  purchase from Cinema Ride,
Inc., a Delaware corporation (the "Company"), Twenty Five Thousand (25,000)
shares (the "Warrant Shares") of common stock, par  value  $0.01 per share,
of  the  Company  (the "Common Stock") at the purchase price of  $0.50  per
share (the "Exercise  Price"), subject to adjustment upon the occurrence of
certain events set forth herein.

     THIS WARRANT MAY NOT  BE  EXERCISED AFTER 5:00 P.M., LOS ANGELES TIME,
ON JUNE 25, 2011 (the "Warrant Exercise  Term"),  AND  TO  THE  EXTENT  NOT
EXERCISED BY SUCH TIME, THIS WARRANT SHALL BECOME VOID.

     The Warrant is subject to the following additional terms:

SECTION 1. REGISTRATION OF TRANSFERS AND EXCHANGES. Subject to compliance
with the terms of this Warrant   Certificate,  the  Company  shall  from
time to time register  the  transfer of this Warrant Certificate upon the
records  to  be maintained  by it for that purpose, upon surrender thereof
accompanied (if so required by it) by  a  written instrument or instruments
of transfer in  form satisfactory to the Company,  duly  executed  by the
registered Holder hereof or by  the duly  appointed legal  representative
thereof  or by a duly authorized attorney.  Upon any such registration or
transfer, a new Warrant Certificate shall be issued  to the  transferee(s)
and the surrendered Warrant Certificate shall be cancelled by the Company.

The  Holder agrees that each certificate representing Warrant  Shares  will
bear the following legend:

                                   -1-
<PAGE>

"The securities  evidenced  or  constituted  hereby  have been acquired for
investment purposes and have not been registered under  the  Securities Act
of  1933,  as  amended  (the  "Act").   Such  securities  may  not be sold,
transferred, pledged or hypothecated unless (i) effected in compliance with
that  certain  Warrant Holder Rights Agreement, dated as of June 25,  2001,
among  the  Company  and  the  other  signatories  thereto,  and  (ii)  the
registration  provisions of said Act and any applicable state securities or
"blue sky" laws  have  been  complied  with  or the Company has received an
opinion  of  counsel  reasonably  satisfactory to  the  Company  that  such
registration is not required."

The Company may deem and treat the registered Holder hereof as the absolute
owner of the Warrants (notwithstanding  any  notation of ownership or other
writing hereon made by anyone), for the purpose  of any exercise hereof, or
any distribution to the Holder hereof, and for all  other purposes, and the
Company shall not be affected by any notices to the contrary.   The Warrant
does  not entitle the Holder hereof to any rights of a stockholder  of  the
Company.

The  Holder is entitled to  certain  registration  rights  with  respect to
the Warrants and the Warrant Shares purchasable upon exercise hereof.  Said
registration  rights  are  set  forth  in  full  in a Warrant Holder Rights
Agreement,  dated  of even date herewith, between the  Company  and  Finova
Capital Corporation.

SECTION 2. TERMS OF WARRANTS. Subject to the terms   contained  herein, the
Holder  Shall have the right, which  may be exercised, in whole or in part,
at any Time until  5:00 p.m., Los   Angeles  time, on  June  25,  2011,  to
purchase And receive from the Company the number of Warrant Shares that the
Holder May at  the  time  and  from  time to time be entitled to receive on
Exercise  of The  Warrant  represented  by  this  Warrant  Certificate  and
payment  of The applicable  Exercise  Price then in effect for such Warrant
Shares.

SECTION 3. EXERCISE OF WARRANTS.
a.   If the  Holder  elects  to exercise this Warrant for cash, the Warrant
may be exercised upon surrender  to  the Company at its principal office of
this Warrant Certificate with the attached  election  to purchase form duly
completed and signed, and upon payment to the Company for  the  account  of
the  Company  of  the  applicable  Exercise  Price,  as  adjusted as herein
provided,  for  the  number  of  Warrant  Shares  in respect to which  such
Warrants are then exercised.  Payment of the aggregate Exercise Price shall
be made in cash, by certified or official bank check  payable  to the order
of  the  Company.  If  the rights of the Holder are exercised in part,  the
number  of  Warrant  Shares  subject  to  this  Warrant  shall  be  reduced
accordingly and the Company  shall  reissue  a  Warrant or Warrants of like
tenor representing in the aggregate the right to  purchase  the  number  of
Warrant Shares as so reduced (the "Remainder Warrant Certificate").

                              -2-
<PAGE>

b.   At  any  time during the Warrant Exercise Term, the Holder may, at the
Holder's option, exchange, in whole or in part, the Warrants represented by
this Warrant Certificate (a "Warrant Exchange"), into the number of Warrant
Shares determined  in  accordance with this paragraph, by surrendering such
Warrant Certificate at the principal office of the Company or at the office
of its transfer agent, accompanied  by a notice stating the Holder's intent
to effect such exchange, the number of  Warrants to be so exchanged and the
date on which the Holder requests that such  Warrant  Exchange  occur  (the
"Notice  of  Exchange").  The Warrant Exchange shall take place on the date
specified in the  form,  or,  if  later, the date the Notice of Exchange is
received  by  the  Company (the "Exchange  Date").   Certificates  for  the
Warrant Shares issuable  upon  such  Warrant Exchange and, if applicable, a
new Warrant Certificate of like tenor  representing the Warrants which were
subject to the surrendered Warrant Certificate  and  not  included  in  the
Warrant  Exchange, shall be issued as of the Exchange Date and delivered to
the Holder within five (5) days following the Exchange Date.  In connection
with any Warrant  Exchange,  the  Holder shall be entitled to subscribe for
and acquire (i) the number of Warrant  Shares  (rounded to the next highest
integer) equal to (a) the number of Warrant Shares  specified by the Holder
in  the  Notice  of Exchange (the "Total Number") less (b)  the  number  of
shares of Common Stock  equal  to the quotient obtained by dividing (x) the
product of the Total Number and the existing Exercise Price (as hereinafter
defined) by (y) the Market Price  (as  hereinafter  defined)  of a share of
Common Stock on the day preceding the Warrant Exchange and (ii) a Remainder
Warrant  Certificate, if applicable.  "Market Price" at any date  shall  be
deemed to  be  (i)  the  last  reported sale price on the day prior to such
date, or (ii) in case no such reported  sales  takes place on such day, the
average of the last reported sale prices for the  last  three  (3)  trading
days, in either case as (a) officially reported by the principal securities
exchange  on  which  the  shares  of Common Stock are listed or admitted to
trading or as reported in the Nasdaq  National Market System, or (b) if the
shares  of  Common  Stock are not listed or  admitted  to  trading  on  any
national securities exchange  or  quoted  on  the  Nasdaq  National  Market
System, the closing sale price as furnished by (i) the National Association
of  Securities  Dealers, Inc. through Nasdaq or (ii) a similar organization
if  Nasdaq  is  no longer  reporting  such  information,  or  (c)  if  such
information is no  longer reported by Nasdaq or a similar organization, the
fair market value of the shares of Common Stock as determined in good faith
by resolution of the independent directors of the Company based on the best
information available  to it for the day immediately preceding the Exchange
Date and the day of the  Exchange  Date,  but  in  the  case  of  any  such
determination made under this clause (c), in no event less than the greater
of (x) the per share price of Common Stock of the last sale or issuance  of
Common  Stock  or  Common  Stock equivalents by the Company or (y) the last
closing sale price as available  under  clauses  (a)  or (b) above prior to
such date.

c.   Upon the exercise of this Warrant, the Company shall  issue  and cause
to  be  delivered with all reasonable dispatch to the Holder (not exceeding
five (5)  business  days),  a certificate or certificates for the number of
full Warrant Shares issuable  upon  the  exercise  of this Warrant, without
charge to the Holder thereof including, without limitation,  any  tax which
may  be  payable  in respect of the issuance thereof, and such certificates
shall be issued in  the name of, or in the names as may be directed by, the
Holder thereof.  The Warrant Certificates and the certificates representing
the Warrant Shares shall be executed on behalf of the Company by the manual
or facsimile signature  of  the  present  or  any  future  Chairman or Vice
Chairman of the Board of Directors, Chief Executive Officer or President or
Vice President of the Company under its corporate seal reproduced  thereon,
attested  to  by  the  manual  or facsimile signature of the present or any
future  Secretary  of  Assistant  Secretary   of   the   Company.   Warrant
Certificates  shall  be  dated  the  date of execution by the Company  upon
initial  issuance,  division,  exchange,  substitution  or  transfer.  Such
certificate or certificates for  the  Warrant  Shares shall bear the legend
set forth in Section 1 hereto.

                              -3-
<PAGE>

SECTION 4. PAYMENT  OF  TAXES. The  Company will pay  any documentary stamp
Taxes attributable to  the  initial issuance of Warrant  Shares  upon  the
exercise of such Holder's Warrants.

SECTION 5. MUTILATED OR MISSING WARRANT CERTIFICATES. In  case this Warrant
Certificate shall be mutilated, lost, stolen or destroyed, the  Company may
in  its  discretion  issue,  in  exchange  and  substitution  for  and upon
cancellation  of  the  mutilated  Warrant  Certificate,  or  in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed,  a  new
Warrant  Certificate of like tenor and representing an equivalent number of
Warrants,  but only upon receipt of evidence satisfactory to the Company of
such loss, theft  or destruction of such Warrant Certificate and indemnity,
if requested, also  satisfactory  to  it.  An applicant for such substitute
Warrant  Certificate  shall  also  comply  with   such   other   reasonable
requirements  and  pay  such  other  reasonable charges as the Company  may
prescribe.

SECTION 6. AFFIRMATIVE COVENANTS. The Company covenants and agrees that the
Warrant  Shares  will,  upon  exercise  of  this  Warrant  and  issuance in
Accordance  herewith , be  duly authorized, validly  issued, fully paid and
Nonassessable and  free  from all taxes, liens  and  charges  with  respect
to the issue thereof.  The   Company  further  covenants  and  agrees  that
until  the Expiration Date, the  Company will at all times reserve and keep
available,  free  from  preemptive  rights,  out  of  the  aggregate of its
authorized but  unissued  Common Stock or its authorized and issued  Common
Stock held  in  its treasury, for the purpose of enabling it to satisfy and
obligation  to issue Warrant Shares upon exercise of Warrants, the  maximum
number of shares of Common Stock which  may  then  be  deliverable upon the
exercise  of  all outstanding Warrants.

The Company or, if appointed, the transfer  agent for the Common Stock (the
"Transfer Agent") 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 shares as shall  be  required for such
purpose.  The Company will keep a copy of this Warrant Certificate  on file
with  the  Transfer Agent and with every subsequent 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 certificates for such purposes  and
will provide  or  otherwise make available any cash which may be payable as
provided in Section 7.  The Company will furnish such Transfer Agent a copy
of all notices of adjustments  and certificates related thereto transmitted
to the Holder pursuant to Section 7 hereof.

                                   -4-
<PAGE>

Before taking any action which would  cause  an  adjustment to the Exercise
Price and the number of Warrant Shares in accordance with Section 7 hereof,
the Company will take any corporate action which may, in the opinion of its
counsel  (which may be counsel employed by the Company),  be  necessary  in
order that  the  Company  may  validly  and  legally  issue  fully paid and
nonassessable Warrant Shares at the Exercise Price as so adjusted.

SECTION 7. ADJUSTMENT OF EXERCISE PRICES AND NUMBER OF WARRANT SHARES
ISSUABLE.  The Exercise Price and  the number of Warrant Shares issuable
upon the exercise of each Warrant are subject  to  adjustment  from  time to
time  upon the occurrence of the events enumerated in this Section 7.  The
Exercise  Price shall  be  adjusted  simultaneously  upon  occurrence  of
such events.  For purposes of this Section 7, "Common  Stock" means shares
now  and  or  hereafter  authorized of any class  of  common  stock of the
Company and any other stock of the Company,  however designated,  that has
the right (subject  to  any  prior  rights  of  any  class  or  series  of
preferred stock)  to participate  in  any  distribution  of the assets or
earnings  of  the  Company without limit as to per share amount.

          (a)  In case  the  Company  shall at any time a fter the date of
original issuance hereof  do  any  of  the  following:  (i) pay a dividend
or make a distribution on its capital stock in shares of Common Stock, (ii)
subdivide its  outstanding  shares  of Common Stock,  (iii)  combine  its
outstanding shares of  Common Stock  into  a  smaller number of shares, or
(iv) issue by reclassification of its Common Stock  any  shares  of  capital
stock of the Company;  then  immediately  after  the  distribution  date of
such  stock dividend  or the effective date of such subdivision, split-up,
combination or   reclassification,  as  the  case  may be, the  number  of
shares of Common  Stock  which the  registered holder of this  Warrant  is
entitled to  purchase  hereunder  and the  Exercise Price of such shares of
Common  Stock  shall  be appropriately  adjusted  so  that  the  registered
holder  hereof shall be entitled to purchase the number of shares of Common
Stock that  such  holder would   have   held  after  such  stock  dividend,
subdivision,  split-up,combination or reclassification,  as  the  case  may
be,  at the aggregate Exercise Price  such holder would have paid for such
shares   of  Common  Stock, if  such  holder  had  exercised  the  Warrants
represented by this  Warrant Certificate prior to such event.

          (b)  In case of any consolidation  or merger to which the Company
is a party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale  or  conveyance  to  another
corporation  of the property of the Company as an entirety or substantially
as an entirety,  or  in  case  of any statutory exchange of securities with
another corporation (including any  exchange  effected in connection with a
merger  of  a  third  corporation into the Company),  lawful  and  adequate
provisions shall be made  whereby  the  registered  holder  of this Warrant
Certificate  shall  thereafter have the right to purchase and receive  upon
the basis and upon the  terms  and  conditions  specified  in  this Warrant
Certificate  and  in  lieu  of  the  shares  of  Common  Stock  immediately
theretofore purchasable hereunder and receivable upon the exercise  of  the
Warrants,  such  shares  of stock, securities or assets as may be issued or
payable with respect to or  in  exchange for a number of outstanding shares
of Common Stock immediately theretofore purchasable and receivable upon the
exercise of the Warrants represented  by  this  Warrant Certificate, and in
any  such  case appropriate provision shall be made  with  respect  to  the
rights and interests  of  the registered holder of this Warrant Certificate
to the end that the provisions hereof (including without limitation, to the
extent provided herein, provisions  for  adjustments  of the Exercise Price
and of the number of shares of Common Stock purchasable and receivable upon
the exercise of the Warrants represented by this Warrant Certificate) shall
thereafter be applicable, as nearly as may be, in relation to any shares of
stock,  securities  or  assets  thereafter  deliverable upon  the  exercise
hereof.   The  Company will not effect any such  consolidation,  merger  or
sale, unless prior  to  the  consummation  thereof the successor entity (if
other than the Company) resulting from such  consolidation or merger or the
entity purchasing such assets shall assume by  written  instrument executed
and  delivered  to  the registered holder of this Warrant Certificate,  the
obligation to deliver  to  such  holder such shares of stock, securities or
assets as, in accordance with the  foregoing provision, such consolidation,
merger, statutory exchange, sale or  conveyance,  and  of the provisions so
proposed  to  be  made,  shall be mailed to the registered holder  of  this
Warrant Certificate not less  than forty-five (45) days prior to such event
or promptly upon the Company for  a  notice  thereof.   A  sale  of  all or
substantially  all  of  the  assets  of  the  Company  for  a consideration
consisting  primarily  of  securities  shall  be deemed a consolidation  or
merger for the foregoing purposes.

                              -5-
<PAGE>

          (c)  Before  taking any action which would  cause  an  adjustment
reducing either the Exercise  Price  below the then par value of the shares
of Common Stock issuable upon the exercise  of  the  Warrants,  the Company
will take any corporate action which may, in the opinion of its counsel, be
necessary  in  order  that the Company may validly and legally issue  fully
paid and nonassessable  shares  of  such  Common  Stock  at  such  adjusted
Exercise Price.

          (d)  In  case at any time or from time to time, conditions  arise
by reason of action  taken  by  the  Company,   which in the opinion of its
Board  of  Directors  or the holder of this Warrant  Certificate,  are  not
adequately covered by the  provisions of this Warrant Certificate, then the
Board of Directors of the Company  shall  appoint  a  firm  of  independent
certified public accountants of recognized national standing (which  may be
the  firm  regularly retained by the Company), who shall give their opinion
upon the adjustment,  if  any,  on  the basis consistent with the standards
established in the other provisions of  this Warrant Certificate, necessary
with respect to the Exercise Price or the number of Warrant Shares issuable
upon  exercise of the Warrants, so as to preserve,  without  dilution,  the
exercise rights of the holder of this Warrant Certificate and the number of
Warrant  Shares issuable upon exercise of the Warrants by the holder hereof
to the extent  contemplated  by  this  Section  7.   Upon  receipt  of such
opinion,  which  shall  be  conclusive  and  binding on the Company and the
Holder,  the Board of Directors of the Company  shall  forthwith  make  the
adjustments provided therein.

SECTION 8. FRACTIONAL   INTERESTS.   The  Company  shall  not  be  required
to  issue fractional Warrant  Shares  on  the exercise of this Warrant.  If
more than one Warrant shall be  presented  for exercise in full at the time
by  the  same  Holder,  the  number  of full Warrant Shares which shall  be
issuable  upon the exercise thereof shall be computed on  the basis  of the
aggregate number of Warrant Shares purchasable on exercise of the  Warrants
to presented.  If any  fraction  of  a Warrant Share would, except  for the
provisions  of  this Section  8, be issuable upon exercise of any  Warrants
(or specified portion thereof),  the Company  shall  issue  a full  Warrant
Share in lieu of such fractional share.

SECTION 9. NOTICES  TO  THE WARRANT HOLDER.  Upon  any  adjustment  of  the
Exercise Price and/or the number of Warrant Shares issuable  upon  exercise
of  the  Warrants  pursuant  to  Section  7,  the  Company  shall  promptly
thereafter  cause  to  be given to the Holder, as provided in Section 10, a
certificate setting forth the Exercise Price and/or the number  of  Warrant
Shares issuable upon exercise of  the  Warrants  after  such adjustment and
setting forth  in reasonable detail the method of calculation and the facts
upon which such calculations are based.  Where appropriate, such notice  to
the Holder may
be  given  in advance and included as a part of the notice required  to  be
mailed under the other provisions of this Section 9.

In case:

a. the Company shall authorize the  issuance to holders of shares of Common
Stock of rights, options or warrants to subscribe for or purchase shares of
Common Stock or of any other subscription rights or warrants; or

b. the  Company  shall  authorize  the distribution to holders of shares of
Common Stock of evidences of  its  indebtedness  or assets (other than cash
Dividends or cash distributions payable out of consolidated earnings); or

c. of any consolidation or merger to which the Company is  a  party and for
which approval of any stockholders of the Company is required,  or  of  the
conveyance  or  transfer  of  the  properties  and  assets  of  the Company
substantially  as  an  entirety,  or  of any reclassification or change  of
Common Stock issuable upon exercise of the Warrants (other than a change in
par value, or from par value to no par  value,  or from no par value to par
value, or as a result of a subdivision or combination),  or tender offer or
exchange offer for shares of Common Stock; or

d. of  the  voluntary or involuntary dissolution, liquidation or winding up
of the Company; or

e. the  Company  proposes  to  take  any  action  which  would  require  an
adjustment  of  the  Exercise  Price  and/or  the  number of Warrant Shares
issuable upon exercise of the Warrants pursuant to Section 7;

                              -6-
<PAGE>

then  the Company shall promptly give to  the  registered  holders  of  the
Warrant  Certificates  at  their respect addresses appearing on the Warrant
register by first-class mail,  postage prepaid, a written notice describing
the  specific  details  of  such contemplated  action,  including,  without
limitation (i) the date as of  which  the  holders  of  record of shares of
Common  Stock to be entitled to receive any such rights, options,  warrants
or distribution  are  to be determined, or (ii) the initial expiration date
set forth in any tender offer or exchange offer for shares of Common Stock,
or (iii) the date on which  any  such  consolidation,  merger,  conveyance,
transfer,  dissolution,  liquidation  or  winding  up is expected to become
effective  or  consummated, and the date as of which it  is  expected  that
holders of record  of  shares of Common Stock shall be entitled to exchange
such shares for securities or other property, if any, deliverable upon such
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up.

SECTION 10. NOTICES.  Any notice, request,  instruction  or  other document
to  be given hereunder shall be in writing, shall be deemed to  have  been
duly  given  or  delivered when delivered personally or telecopied (receipt
confirmed,  with  a  copy sent by certified or registered mail as set forth
herein)  or  sent  by certified or registered mail, postage prepaid, return
receipt  requested,  or  by  Federal  Express or other reputable overnight
delivery  service,  to  the address  of  the  party  set  forth below or to
such  address  as the party to whom notice is to be given  may provide in a
written notice  to the Company,a copy of which written notice  shall  be on
file with the Secretary of the Company.

To the Company:

                 Cinema Ride, Inc.
                 12001 Ventura Place, Suit 340
                 Studio City, California  91604


To the Holder:

                 At  the  address  of such Holder on the register maintained
                 pursuant  to Section 1 hereof.

SECTION 11. AMENDMENTS.  This  Warrant  Certificate  may only be amended or
modified by a written instrument executed  by the Company and the registered
holders of 100% of the issued and outstanding Warrants.

SECTION 12. GOVERNING LAW.  This  Warrant  Certificate shall be governed by
and construed under the  laws of  the  State of  Delaware, without reference
to  choice or conflict of laws principles.


IN WITNESS WHEREOF, the Company has caused this Warrant Certificate  to  be
duly executed and delivered by its Secretary.


                              -7-
<PAGE>

Dated:  June 25, 2001         CINEMA RIDE, INC., a Delaware corporation


                              By:  /S/ Mitch Francis
                                   ____________________________________
                              Its: President


                              -8-
<PAGE>

FORM TO BE USED TO EXERCISE WARRANT FOR CASH:


TO:  CINEMA RIDE, INC.                                 DATE:______


     The  Undersigned  hereby elects, irrevocably, to exercise the attached
Warrant and to purchase  ___________ shares of Common Stock of the Company,
and hereby makes payment by  cashier's  check  of ________ (at the Exercise
Price) in payment of the Exercise Price pursuant thereto.  Please issue the
shares of the Common Stock as to which this Warrant  is  exercised  in  the
name of:


               ______________________________________
               (Name)
               ______________________________________
               (Address)
               ______________________________________
               (Taxpayer Number)

If  said  number  of  Warrants  exercised  shall  not  be  all the Warrants
evidenced by the attached Warrant Certificate, please issue  a  new Warrant
Certificate for the remaining balance of Warrants to the undersigned at the
address stated below.

Name of Holder: _________________________________________
(Please Print)
 ______________________________________________
 (Address)
 Signature: ______________________________________________

     NOTICE:   The  signature  to exercise the Warrant must correspond with
the name(s) as written upon the face of the attached Warrant Certificate in
every  particular  without  alteration   or   enlargement   or  any  change
whatsoever.

<PAGE>                        -9-
ASSIGNMENT

(TO BE SIGNED ONLY UPON ASSIGNMENT OF WARRANT)



FOR  VALUE  RECEIVED,  the undersigned hereby sells, assigns and  transfers
unto

__________________________________________________________________

__________________________________________________________________

(Name and Address of Assignee Must be Printed or Typewritten)


_________________________________
(Insert Social Security No. or
other identifying number of Assignee)


the within Warrant, hereby irrevocably constituting and appointment_________
attorney to transfer said  Warrant  on  the  books of the Company will full
power of substitution in the premises.


DATED:__________________________   _________________________________________
                                   Signature of Registered Holder

                              NOTE:  The above  signature  must  correspond
with the name as written on the face of this Warrant Certificate.