EXHIBIT 4.5

NO. ____                  VOID AFTER _______, 2007                  WARRANTS
                                                                    CUSIP ______

                     CLASS C REDEEMABLE WARRANT CERTIFICATE
                            FROST CAPITAL GROUP, INC.

THIS CERTIFIES THAT, FOR VALUE RECEIVED ____________________ or registered
assigns (the "Registered Holder") is the owner of the number of Class C
Redeemable Warrants (the "Warrants") specified above. Each Warrant initially
entitles the Registered Holder to purchase, subject to the terms and conditions
set forth in this Certificate and the Warrant Agreement (as hereinafter
defined), one fully paid and nonassessable share of Common Stock, $.0001 par
value, of Frost Capital Group, Inc., a Delaware corporation (the "Company"), at
any time from the Commencement Date (as hereinafter defined) to the Expiration
Date (as hereinafter defined) upon the presentation and surrender of this
Warrant Certificate with the Subscription Form on the reverse hereof duly
executed, at the corporate office of American Stock Transfer & Trust Company, 40
Wall Street, New York, New York 10005, as Warrant Agent, or its successor (the
"Warrant Agent"), accompanied by payment of $9.75, subject to adjustment (the
"Purchase Price"), in lawful money of the United States of America in cash or by
check made payable to the Warrant Agent for the account of the Company.

         This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated as of ________,
2001, by and between the Company and the Warrant Agent.

         In the event of certain contingencies provided for in the Warrant
Agreement, the Purchase Price and the number of shares of Common Stock subject
to purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.

         Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional interests will be issued. In the case of
the exercise of less than all the Warrants represented hereby, the Company shall
cancel this Warrant Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrant Certificates of like tenor, which
the Warrant Agent shall countersign, for the balance of such Warrants.

         The term "Commencement Date" shall mean the later of (i) ________, 2002
or (ii) the date of the consummation of a merger, exchange of capital stock,
asset acquisition or other similar business combination of the Company with an
operating business. The term "Expiration Date" shall mean 5:00 P.M. (New York
City time) on ________, 2007, or earlier upon redemption . If any of such dates
shall in the State of New York be a holiday or a day on which the banks are
authorized to close, then such date shall mean 5:00 P.M. (New York City time)
the next following day which in the State of New York is not a holiday or a day
on which banks are authorized to close.

<PAGE>

         The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended (the "Act"), with respect to such securities
is effective or an exemption thereunder is available. The Company has covenanted
and agreed that it will file a registration statement under the Federal
securities laws, use its best efforts to cause the same to become effective, to
keep such registration statement current, if required under the Act, while any
of the Warrants are outstanding, and deliver a prospectus which complies with
Section 10(a)(3) of the Act to the Registered Holder exercising this Warrant.

         This Warrant shall not be exercisable by a Registered Holder in any
state where such exercise would be unlawful.

         This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment and payment of any tax or other
charge imposed in connection therewith or incident thereto, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
or Warrant Certificates representing an equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.

         Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.

         Subject to the provisions of the Warrant Agreement, this Warrant may be
redeemed in whole and not in part at the option of the Company and with the
prior consent of GBI Capital Partners Inc., at a redemption price of $.05 per
Warrant, at any time commencing after the Commencement Date; provided that the
last sales price of the Common Stock, for twenty (20) consecutive trading days
ending on the third business day prior to the day that the notice of redemption
is given, equals or exceeds $12.00 per share (subject to adjustment in the event
of any stock splits or other similar events). Notice of redemption shall be
given not less than the thirtieth day before the date fixed for redemption, all
as provided in the Warrant Agreement. On and after the date fixed for
redemption, the Registered Holder shall have no rights with respect to this
Warrant except to receive the $.05 per Warrant upon surrender of this
Certificate.

         In accordance with the Warrant Agreement, GBI Capital Partners Inc.
shall be entitled in certain events to receive a commission equal to 5% of the
proceeds received by the Company from the exercise of the Warrants.

         Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each Warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all


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<PAGE>

purposes and shall not be affected by any notice to the contrary, except as
provided in the Warrant Agreement.

         This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
conflicts of laws.

         This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.

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<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.

Dated             FROST CAPITAL GROUP, INC.   COUNTERSIGNED:

                                              AMERICAN STOCK TRANSFER &
                                              TRUST COMPANY, as Warrant Agent

                  By:                         By:
                     -----------------------     -------------------------------
                     Name:                       Name:
                     Title:                      Title:

                            FROST CAPITAL GROUP, INC.
                                    CORPORATE
                                      SEAL
                                      2001
                                    DELAWARE
                                        *

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<PAGE>

                                SUBSCRIPTION FORM

         To Be Executed by the Registered Holder in Order to Exercise Warrants

         The undersigned Registered Holder hereby irrevocably elects to exercise
_____________ Warrants represented by this Warrant Certificate, and to purchase
the securities issuable upon the exercise of such Warrants, and requests that
certificates for such securities shall be issued in name of

                          PLEASE INSERT SOCIAL SECURITY
                           OR OTHER IDENTIFYING NUMBER

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                     (please print or type name and address)

and be delivered to

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                     (please print or type name and address)

and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below.

Dated:______________________________________    X_______________________________

                                                 _______________________________

                                                 _______________________________

                                                 _______________________________
                                                           Address

                                                 _______________________________
                                                   Social Security or Taxpayer
                                                     Identification Number

                                                 _______________________________
                                                      Signature Guaranteed

                                                 _______________________________

         The undersigned represents that the exercise of the within Warrant was
solicited by GBI Capital Partners Inc. If not solicited by GBI Capital Partners
Inc., please write "unsolicited" in the space below or write the name of the
broker/dealer which solicited your exercise. Unless


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<PAGE>

otherwise indicated, it will be assumed that the exercise was solicited by GBI
Capital Partners Inc.

                                       _________________________________________
                                       (Write "unsolicited" on above line if not
                                       solicited by GBI Capital Partners Inc.)

Dated:__________________________       Signature:_______________________________

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<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED,

________________________________________________________________________________
hereby sells, assigns and transfers unto

                        PLEASE INSERT SOCIAL SECURITY OR
                           OTHER IDENTIFYING NUMBER

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                     (please print or type name and address)

___________________________ of the Warrants represented by this Warrant
Certificate, and hereby irrevocably constitutes and appoints
_________________________________________ Attorney to transfer this Warrant
Certificate on the books of the Company, with full power of substitution in the
premises.

Dated:______________________________________    X_______________________________
                                                      Signature Guaranteed

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.

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