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  $1.00  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:

"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."


                             -1-
<PAGE>

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").

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

                              -2-
<PAGE>

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.

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.

                              -3-
<PAGE>

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.

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

                              -4-
<PAGE>

(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 after 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

                              -5-
<PAGE>

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.

          (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:


                             -6-
<PAGE>

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;

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



                              -7-
<PAGE>

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.

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.


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.

                              -9-