Exhibit 10.2

NEITHER THIS SECURITY NOR THE  SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THIS  SECURITY  AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION  WITH A BONA FIDE MARGIN  ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.

                  SERIES [A/B/C] COMMON STOCK PURCHASE WARRANT

                                  STEVIA CORP.

Warrant Shares: ______                                Issue Date: April __, 2013

     THIS SERIES [A/B/C] COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies
that,  for value  received,  _____________  or its  assigns  (the  "Holder")  is
entitled,  upon the terms and subject to the  limitations  on  exercise  and the
conditions hereinafter set forth, at any time on or after the earlier of (i) the
effective date of initial registration  statement  registering the resale of the
Warrant  Shares by the Holder or (ii) the 6 month  anniversary of the Issue Date
(the  "Initial  Exercise  Date") and on or prior to the close of business on the
five (5) year  anniversary  of the Issue Date (the  "Termination  Date") but not
thereafter,   to  subscribe  for  and  purchase  from  Stevia  Corp.,  a  Nevada
corporation  (the  "Company"),  up to ______  shares (as  subject to  adjustment
hereunder,  the  "Warrant  Shares") of Common  Stock  [;provided,  however,  the
exercisability  of this Series C Warrant shall vest upon exercise in full of the
Series A Common Stock Purchase  Warrant issued to Holder on April __,  2013.](1)
The  purchase  price of one share of Common  Stock under this  Warrant  shall be
equal to the Exercise Price, as defined in Section 2(b).

     Section 1.  Definitions.  Capitalized  terms used and not otherwise defined
herein shall have the meanings  set forth in that  certain  Securities  Purchase
Agreement (the "Purchase  Agreement"),  dated August 1, 2012,  among the Company
and the purchasers signatory thereto.

     Section 2. Exercise.

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1 Series C only

                                       1
<PAGE>
     a) Exercise of Warrant.  [Subject to  vesting](2)  Exercise of the purchase
rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial  Exercise Date and on or before the Termination
Date by delivery  to the Company (or such other  office or agency of the Company
as it may designate by notice in writing to the registered Holder at the address
of the  Holder  appearing  on the  books of the  Company)  and to  Garden  State
Securities Inc. of a duly executed facsimile copy of the Notice of Exercise form
annexed  hereto and within  three (3)  Trading  Days of the date said  Notice of
Exercise is delivered to the Company, the Company shall have received payment of
the aggregate Exercise Price of the shares thereby purchased by wire transfer or
cashier's check drawn on a United States bank or, if available,  pursuant to the
cashless exercise procedure  specified in Section 2(c) below. For the purpose of
delivering a Notice of Exercise to Garden State  Securities  Inc, the  facsimile
number is (732) 212-1258.  Notwithstanding  anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company
until the Holder has purchased all of the Warrant Shares available hereunder and
the  Warrant  has been  exercised  in full,  in which  case,  the  Holder  shall
surrender this Warrant to the Company for cancellation  within three (3) Trading
Days of the date the final  Notice of  Exercise  is  delivered  to the  Company.
Partial  exercises  of this  Warrant  resulting in purchases of a portion of the
total  number of Warrant  Shares  available  hereunder  shall have the effect of
lowering the outstanding  number of Warrant Shares  purchasable  hereunder in an
amount equal to the applicable  number of Warrant Shares  purchased.  The Holder
and the Company  shall  maintain  records  showing the number of Warrant  Shares
purchased  and  the  date of such  purchases.  The  Company  shall  deliver  any
objection to any Notice of Exercise  Form within one (1) Business Day of receipt
of such notice.  THE HOLDER AND ANY  ASSIGNEE,  BY  ACCEPTANCE  OF THIS WARRANT,
ACKNOWLEDGE  AND AGREE  THAT,  BY REASON OF THE  PROVISIONS  OF THIS  PARAGRAPH,
FOLLOWING THE PURCHASE OF A PORTION OF THE WARRANT SHARES HEREUNDER,  THE NUMBER
OF WARRANT SHARES AVAILABLE FOR PURCHASE HEREUNDER AT ANY GIVEN TIME MAY BE LESS
THAN THE AMOUNT STATED ON THE FACE HEREOF.

     b) Exercise  Price.  The exercise price per share of the Common Stock under
this Warrant shall be $____(3)  subject to adjustment  hereunder  (the "Exercise
Price").

     c) Cashless Exercise. If at any time after the six month anniversary of the
date of the Purchase  Agreement,  there is no effective  registration  statement
registering,  or no current prospectus  available for, the resale of the Warrant
Shares by the Holder,  then this Warrant may also be  exercised,  in whole or in
part,  at such time by means of a "cashless  exercise" in which the Holder shall
be entitled to receive a number of Warrant Shares equal to the quotient obtained
by dividing [(A-B) (X)] by (A), where:

          (A)  = the VWAP on the Trading Day  immediately  preceding the date on
               which  Holder  elects  to  exercise  this  Warrant  by means of a
               "cashless  exercise,"  as set forth in the  applicable  Notice of
               Exercise;

          (B)  = the Exercise Price of this Warrant, as adjusted hereunder; and

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2 Series C only
3 Series A - $0.20; Series B and C - $0.25

                                       2
<PAGE>
          (X)  = the  number of  Warrant  Shares  that  would be  issuable  upon
               exercise  of this  Warrant in  accordance  with the terms of this
               Warrant if such exercise were by means of a cash exercise  rather
               than a cashless exercise.

     Notwithstanding  anything herein to the contrary,  on the Termination Date,
this Warrant shall be automatically  exercised via cashless exercise pursuant to
this Section 2(c).

     d) Mechanics of Exercise.

     i.  Delivery of Warrant  Shares Upon  Exercise.  Warrant  Shares  purchased
hereunder  shall be transmitted by the Transfer Agent to the Holder by crediting
the account of the  Holder's  prime  broker with The  Depository  Trust  Company
through its Deposit or Withdrawal at Custodian system ("DWAC") if the Company is
then a  participant  in such  system and ----  either (A) there is an  effective
registration  statement  permitting  the  issuance of the  Warrant  Shares to or
resale of the Warrant  Shares by the Holder or (B) the shares are  eligible  for
resale by the Holder without volume or  manner-of-sale  limitations  pursuant to
Rule 144,  and  otherwise by physical  delivery to the address  specified by the
Holder in the  Notice of  Exercise  by the date that is three (3)  Trading  Days
after the latest of (A) the  delivery to the Company of the Notice of  Exercise,
(B)  surrender of this Warrant (if  required),  and (C) payment of the aggregate
Exercise Price as set forth above (including by cashless exercise, if permitted)
(such date,  the "Warrant  Share  Delivery  Date").  The Warrant Shares shall be
deemed to have been issued,  and Holder or any other person so  designated to be
named  therein  shall be deemed to have become a holder of record of such shares
for all purposes, as of the date the Warrant has been exercised, with payment to
the Company of the Exercise  Price (or by cashless  exercise,  if permitted) and
all  taxes  required  to be paid by the  Holder,  if any,  pursuant  to  Section
2(d)(vi) prior to the issuance of such shares, having been paid.

     ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been
exercised  in part,  the  Company  shall,  at the  request  of a Holder and upon
surrender  of this Warrant  certificate,  at the time of delivery of the Warrant
Shares,  deliver to the Holder a new Warrant evidencing the rights of the Holder
to purchase the unpurchased Warrant Shares called for by this Warrant, which new
Warrant shall in all other respects be identical with this Warrant.

     iii. Rescission Rights. If the Company fails to cause the Transfer Agent to
transmit to the Holder the  Warrant  Shares  pursuant to Section  2(d)(i) by the
second Trading Day following the Warrant Share  Delivery  Date,  then the Holder
will have the right to rescind such exercise.

                                       3
<PAGE>
     iv.  Compensation  for Buy-In on Failure to Timely  Deliver  Warrant Shares
Upon Exercise.  In addition to any other rights available to the Holder,  if the
Company fails to cause the Transfer  Agent to transmit to the Holder the Warrant
Shares pursuant to an exercise on or before the second Trading Day following the
Warrant Share  Delivery  Date,  and if after such date the Holder is required by
its broker to  purchase  (in an open market  transaction  or  otherwise)  or the
Holder's brokerage firm otherwise  purchases,  shares of Common Stock to deliver
in  satisfaction  of a sale by the Holder of the Warrant Shares which the Holder
anticipated  receiving  upon such exercise (a "Buy-In"),  then the Company shall
(A) pay in cash to the  Holder the  amount,  if any,  by which (x) the  Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the
number of Warrant  Shares that the Company was required to deliver to the Holder
in  connection  with the exercise at issue times (2) the price at which the sell
order  giving rise to such  purchase  obligation  was  executed,  and (B) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant  Shares for which such exercise was not honored (in which case
such exercise shall be deemed  rescinded) or deliver to the Holder the number of
shares of Common  Stock  that  would have been  issued  had the  Company  timely
complied with its exercise and delivery obligations  hereunder.  For example, if
the Holder  purchases  Common Stock having a total  purchase price of $11,000 to
cover a Buy-In with respect to an  attempted  exercise of shares of Common Stock
with an aggregate sale price giving rise to such purchase obligation of $10,000,
under clause (A) of the  immediately  preceding  sentence  the Company  shall be
required to pay the Holder $1,000.  The Holder shall provide the Company written
notice  indicating  the  amounts  payable to the Holder in respect of the Buy-In
and, upon request of the Company,  evidence of the amount of such loss.  Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder,  at law or in  equity  including,  without  limitation,  a decree  of
specific  performance  and/or  injunctive  relief with respect to the  Company's
failure to timely deliver shares of Common Stock upon exercise of the Warrant as
required pursuant to the terms hereof.

     v.  No  Fractional   Shares  or  Scrip.  No  fractional   shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any  fraction of a share  which the Holder  would  otherwise  be
entitled to purchase upon such  exercise,  the Company  shall,  at its election,
either pay a cash  adjustment  in respect  of such final  fraction  in an amount
equal to such fraction  multiplied by the Exercise Price or round up to the next
whole share.

     vi. Charges,  Taxes and Expenses.  Issuance of Warrant Shares shall be made
without  charge to the Holder for any issue or transfer tax or other  incidental

                                       4
<PAGE>
expense in respect of the  issuance  of Warrant  Shares,  all of which taxes and
expenses  shall be paid by the Company,  and such Warrant Shares shall be issued
in the name of the  Holder  or in such name or names as may be  directed  by the
Holder;  provided,  however,  that in the event  that  Warrant  Shares are to be
issued  in a  name  other  than  the  name  of the  Holder,  this  Warrant  when
surrendered  for exercise shall be  accompanied by the Assignment  Form attached
hereto duly  executed by the Holder and the Company may require,  as a condition
thereto,  the payment of a sum  sufficient  to reimburse it for any transfer tax
incidental  thereto.  The Company shall pay all Transfer Agent fees required for
same-day processing of any Notice of Exercise.

     vii. Closing of Books. The Company will not close its stockholder  books or
records in any  manner  which  prevents  the timely  exercise  of this  Warrant,
pursuant to the terms hereof.

     e) Holder's Exercise Limitations. The Company shall not effect any exercise
of this  Warrant,  and a Holder shall not have the right to exercise any portion
of this Warrant,  pursuant to Section 2 or  otherwise,  to the extent that after
giving effect to such  issuance  after  exercise as set forth on the  applicable
Notice of Exercise,  the Holder (together with the Holder's Affiliates,  and any
other Persons  acting as a group together with the Holder or any of the Holder's
Affiliates),  would  beneficially  own in  excess  of the  Beneficial  Ownership
Limitation  (as defined  below).  For purposes of the  foregoing  sentence,  the
number of  shares  of Common  Stock  beneficially  owned by the  Holder  and its
Affiliates  shall  include the number of shares of Common  Stock  issuable  upon
exercise of this Warrant with respect to which such determination is being made,
but shall  exclude the number of shares of Common  Stock which would be issuable
upon  (i)  exercise  of the  remaining,  nonexercised  portion  of this  Warrant
beneficially  owned by the Holder or any of its  Affiliates and (ii) exercise or
conversion of the unexercised or nonconverted portion of any other securities of
the Company (including,  without limitation, any other Common Stock Equivalents)
subject to a limitation on conversion  or exercise  analogous to the  limitation
contained  herein  beneficially  owned by the  Holder or any of its  Affiliates.
Except as set forth in the  preceding  sentence,  for  purposes of this  Section
2(e),  beneficial ownership shall be calculated in accordance with Section 13(d)
of the Exchange Act and the rules and  regulations  promulgated  thereunder,  it
being  acknowledged  by the Holder that the Company is not  representing  to the
Holder that such calculation is in compliance with Section 13(d) of the Exchange
Act and the Holder is solely  responsible for any schedules required to be filed
in accordance  therewith.  To the extent that the  limitation  contained in this
Section 2(e) applies,  the  determination of whether this Warrant is exercisable
(in  relation  to  other  securities  owned  by the  Holder  together  with  any
Affiliates) and of which portion of this Warrant is exercisable  shall be in the
sole discretion of the Holder,  and the submission of a Notice of Exercise shall
be  deemed  to  be  the  Holder's  determination  of  whether  this  Warrant  is
exercisable (in relation to other  securities  owned by the Holder together with
any  Affiliates)  and of which portion of this Warrant is  exercisable,  in each

                                       5
<PAGE>
case subject to the Beneficial Ownership Limitation,  and the Company shall have
no  obligation  to verify or confirm  the  accuracy  of such  determination.  In
addition,  a determination as to any group status as contemplated above shall be
determined  in  accordance  with Section 13(d) of the Exchange Act and the rules
and regulations  promulgated  thereunder.  For purposes of this Section 2(e), in
determining the number of outstanding  shares of Common Stock, a Holder may rely
on the number of  outstanding  shares of Common  Stock as  reflected  in (A) the
Company's most recent  periodic or annual report filed with the  Commission,  as
the case may be, (B) a more recent public  announcement  by the Company or (C) a
more recent  written  notice by the Company or the Transfer  Agent setting forth
the  number of shares of Common  Stock  outstanding.  Upon the  written  or oral
request of a Holder,  the Company  shall within two Trading Days confirm  orally
and in  writing  to the  Holder  the  number  of shares  of  Common  Stock  then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of
the Company,  including this Warrant,  by the Holder or its Affiliates since the
date as of which such number of outstanding shares of Common Stock was reported.
The "Beneficial  Ownership Limitation" shall be 4.99% of the number of shares of
the Common Stock outstanding  immediately after giving effect to the issuance of
shares of Common Stock issuable upon exercise of this Warrant.  The Holder, upon
not less than 61 days' prior notice to the Company, may increase or decrease the
Beneficial Ownership  Limitation  provisions of this Section 2(e), provided that
the Beneficial  Ownership  Limitation in no event exceeds 9.99% of the number of
shares of the Common Stock  outstanding  immediately  after giving effect to the
issuance of shares of Common  Stock upon  exercise of this  Warrant  held by the
Holder and the provisions of this Section 2(e) shall continue to apply. Any such
increase or decrease will not be effective  until the 61st day after such notice
is delivered to the Company. The provisions of this paragraph shall be construed
and implemented in a manner  otherwise than in strict  conformity with the terms
of this Section 2(e) to correct this paragraph (or any portion hereof) which may
be defective or inconsistent with the intended Beneficial  Ownership  Limitation
herein  contained  or to make changes or  supplements  necessary or desirable to
properly  give effect to such  limitation.  The  limitations  contained  in this
paragraph shall apply to a successor holder of this Warrant.

     f) Call  Provision(4).  Subject to the  provisions of Section 2(e) and this
Section  2(f),  if,  after  the  effective  date  of  a  registration  statement
registering  all of the Warrant Shares for resale by the Holder (the  "Effective
Date"),  (i) the VWAP for each of 5 consecutive  Trading Days (the  "Measurement
Period," which 5 consecutive  Trading Day period shall not have commenced  until
after the Effective  Date) exceeds $0.32  (subject to adjustment for forward and
reverse stock splits, recapitalizations,  stock dividends and the like after the
Initial  Exercise  Date),  (ii) the average  daily  volume for such  Measurement
Period  exceeds  $50,000 per Trading Day (subject to adjustment  for forward and

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4 Series A only

                                       6
<PAGE>
reverse stock splits, recapitalizations,  stock dividends and the like after the
Initial  Exercise  Date)  and  (iii)  the  Holder  is not in  possession  of any
information  that  constitutes,   or  might  constitute,   material   non-public
information  which was provided by the Company,  then the Company may,  within 1
Trading Day of the end of such Measurement  Period, call for cancellation of all
or any portion of this  Warrant for which a Notice of Exercise  has not yet been
delivered  (such right, a "Call") for  consideration  equal to $.001 per Warrant
Share.  To  exercise  this  right,  the  Company  must  deliver to the Holder an
irrevocable written notice (a "Call Notice"),  indicating therein the portion of
unexercised  portion  of this  Warrant  to which  such  notice  applies.  If the
conditions  set forth below for such Call are satisfied from the period from the
date of the Call Notice through and including the Call Date (as defined  below),
then any portion of this Warrant  subject to such Call Notice for which a Notice
of Exercise  shall not have been  received by the Call Date will be cancelled at
6:30 p.m.  (New York City time) on the tenth Trading Day after the date the Call
Notice is  received by the Holder  (such date and time,  the "Call  Date").  Any
unexercised  portion of this  Warrant to which the Call  Notice does not pertain
will be  unaffected by such Call Notice.  In  furtherance  thereof,  the Company
covenants  and agrees that it will honor all Notices of Exercise with respect to
Warrant Shares subject to a Call Notice that are tendered through 6:30 p.m. (New
York City time) on the Call Date.  The parties agree that any Notice of Exercise
delivered  following a Call Notice which calls less than all the Warrants  shall
first  reduce to zero the number of Warrant  Shares  subject to such Call Notice
prior to reducing the remaining Warrant Shares available for purchase under this
Warrant. For example, if (A) this Warrant then permits the Holder to acquire 100
Warrant Shares,  (B) a Call Notice pertains to 75 Warrant Shares,  and (C) prior
to 6:30 p.m.  (New York City time) on the Call Date the Holder  tenders a Notice
of Exercise in respect of 50 Warrant Shares, then (x) on the Call Date the right
under this Warrant to acquire 25 Warrant Shares will be automatically cancelled,
(y) the Company,  in the time and manner required under this Warrant,  will have
issued and delivered to the Holder 50 Warrant Shares in respect of the exercises
following  receipt  of the  Call  Notice,  and (z) the  Holder  may,  until  the
Termination  Date,  exercise  this  Warrant  for 25 Warrant  Shares  (subject to
adjustment as herein provided and subject to subsequent  Call Notices).  Subject
again to the provisions of this Section 2(f), the Company may deliver subsequent
Call Notices for any portion of this Warrant for which the Holder shall not have
delivered a Notice of  Exercise.  Notwithstanding  anything to the  contrary set
forth in this Warrant,  the Company may not deliver a Call Notice or require the
cancellation  of this Warrant (and any such Call Notice shall be void),  unless,
from the  beginning of the  Measurement  Period  through the Call Date,  (1) the
Company  shall have  honored in  accordance  with the terms of this  Warrant all
Notices  of  Exercise  delivered  by 6:30 p.m.  (New York City time) on the Call
Date, and (2) the  Registration  Statement  shall be effective as to all Warrant
Shares and the  prospectus  thereunder  available  for use by the Holder for the
resale of all such Warrant  Shares,  and (3) the Common Stock shall be listed or
quoted for trading on the Trading Market,  and (4) there is a sufficient  number
of authorized  shares of Common Stock for issuance of all  Securities  under the

                                       7
<PAGE>
Transaction  Documents,  and (5) the  issuance  of the shares  shall not cause a
breach of any provision of Section 2(e) herein.  The Company's right to call the
Warrants  under this Section 2(f) shall be exercised  ratably  among the Holders
based on each Holder's initial purchase of Warrants.

     Section 3. Certain Adjustments.

     a) Stock  Dividends  and  Splits.  If the  Company,  at any time while this
Warrant  is  outstanding:  (i)  pays a  stock  dividend  or  otherwise  makes  a
distribution or  distributions on shares of its Common Stock or any other equity
or equity equivalent  securities  payable in shares of Common Stock (which,  for
avoidance  of doubt,  shall not include any shares of Common Stock issued by the
Company upon exercise of this Warrant),  (ii) subdivides  outstanding  shares of
Common Stock into a larger number of shares, (iii) combines (including by way of
reverse stock split) outstanding shares of Common Stock into a smaller number of
shares or (iv)  issues by  reclassification  of shares of the  Common  Stock any
shares of capital  stock of the Company,  then in each case the  Exercise  Price
shall be multiplied by a fraction of which the numerator  shall be the number of
shares  of  Common  Stock  (excluding   treasury  shares,  if  any)  outstanding
immediately  before such event and of which the denominator  shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
number of shares issuable upon exercise of this Warrant shall be proportionately
adjusted  such that the  aggregate  Exercise  Price of this Warrant shall remain
unchanged.  Any  adjustment  made  pursuant to this  Section  3(a) shall  become
effective   immediately   after  the  record  date  for  the   determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective  date in the case of a  subdivision,
combination or re-classification.

     b) Subsequent  Equity Sales. If the Company or any Subsidiary  thereof,  as
applicable,  at any time while this Warrant is outstanding,  shall sell or grant
any option to  purchase,  or sell or grant any right to  reprice,  or  otherwise
dispose  of or issue  (or  announce  any  offer,  sale,  grant or any  option to
purchase or other disposition) any Common Stock or Common Stock Equivalents,  at
an effective  price per share less than the Exercise  Price then in effect (such
lower price, the "Base Share Price" and such issuances collectively, a "Dilutive
Issuance")  (it being  understood  and  agreed  that if the holder of the Common
Stock or Common  Stock  Equivalents  so issued  shall at any  time,  whether  by
operation of purchase price adjustments, reset provisions,  floating conversion,
exercise or exchange prices or otherwise, or due to warrants,  options or rights
per share  which are issued in  connection  with such  issuance,  be entitled to
receive shares of Common Stock at an effective price per share that is less than
the Exercise Price, such issuance shall be deemed to have occurred for less than
the  Exercise  Price on such date of the  Dilutive  Issuance  at such  effective
price),  then simultaneously with the consummation of each Dilutive Issuance the
Exercise  Price shall be reduced and only reduced to equal the Base Share Price.
Notwithstanding  the  foregoing,  no adjustments  shall be made,  paid or issued
under this  Section  3(b) in respect of an Exempt  Issuance.  The Company  shall
notify the Holder,  in writing,  no later than the  Trading  Day  following  the
issuance or deemed  issuance  of any Common  Stock or Common  Stock  Equivalents
subject to this Section 3(b),  indicating therein the applicable issuance price,

                                       8
<PAGE>
or applicable  reset price,  exchange price,  conversion price and other pricing
terms  (such  notice,  the  "Dilutive   Issuance   Notice").   For  purposes  of
clarification,  whether or not the Company  provides a Dilutive  Issuance Notice
pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the
Holder is  entitled  to receive a number of Warrant  Shares  based upon the Base
Share Price regardless of whether the Holder accurately refers to the Base Share
Price in the Notice of  Exercise.  If the Company  enters  into a Variable  Rate
Transaction,  despite the  prohibition  thereon in the Purchase  Agreement,  the
Company shall be deemed to have issued Common Stock or Common Stock  Equivalents
at the lowest possible conversion or exercise price at which such securities may
be converted or exercised

     c) [RESERVED]

     d) Pro Rata Distributions. During such time as this Warrant is outstanding,
if the Company shall declare or make any dividend or other  distribution  of its
assets (or rights to acquire its  assets) to holders of shares of Common  Stock,
by way of return of capital or otherwise  (including,  without  limitation,  any
distribution of cash, stock or other securities, property or options by way of a
dividend,  spin  off,  reclassification,   corporate  rearrangement,  scheme  of
arrangement or other similar transaction) (a "Distribution"),  at any time after
the  issuance of this  Warrant,  then,  in each such case,  the Holder  shall be
entitled to participate in such  Distribution to the same extent that the Holder
would have  participated  therein if the Holder had held the number of shares of
Common Stock  acquirable upon complete  exercise of this Warrant (without regard
to any  limitations  on  exercise  hereof,  including  without  limitation,  the
Beneficial Ownership  Limitation)  immediately before the date of which a record
is taken for such  Distribution,  or, if no such record is taken, the date as of
which the record  holders of shares of Common Stock are to be determined for the
participation in such Distribution  (provided,  however,  to the extent that the
Holder's  right to  participate  in any such  Distribution  would  result in the
Holder exceeding the Beneficial Ownership Limitation,  then the Holder shall not
be  entitled  to  participate  in such  Distribution  to such  extent (or in the
beneficial  ownership  of any  shares  of  Common  Stock  as a  result  of  such
Distribution to such extent) and the portion of such Distribution  shall be held
in abeyance for the benefit of the Holder until such time, if ever, as its right
thereto  would not  result in the  Holder  exceeding  the  Beneficial  Ownership
Limitation).

     e)  Fundamental  Transaction.  If,  at  any  time  while  this  Warrant  is
outstanding,  (i) the Company,  directly or  indirectly,  in one or more related
transactions  effects any merger or  consolidation  of the Company  with or into
another  Person,  (ii) the Company,  directly or  indirectly,  effects any sale,
lease, license, assignment,  transfer, conveyance or other disposition of all or
substantially  all of its  assets  in one or a series of  related  transactions,
(iii) any, direct or indirect,  purchase  offer,  tender offer or exchange offer
(whether  by the  Company or  another  Person) is  completed  pursuant  to which
holders of Common Stock are permitted to sell,  tender or exchange  their shares
for other  securities,  cash or property and has been accepted by the holders of
50% or more of the  outstanding  Common  Stock,  (iv) the  Company,  directly or
indirectly,  in one or more related transactions  effects any  reclassification,
reorganization or  recapitalization  of the Common Stock or any compulsory share
exchange  pursuant to which the Common Stock is  effectively  converted  into or

                                       9
<PAGE>
exchanged for other securities,  cash or property, or (v) the Company,  directly
or indirectly,  in one or more related transactions consummates a stock or share
purchase agreement or other business combination (including, without limitation,
a  reorganization,  recapitalization,  spin-off or scheme of  arrangement)  with
another  Person or group of Persons  whereby such other Person or group acquires
more than 50% of the  outstanding  shares of Common  Stock  (not  including  any
shares of Common Stock held by the other Person or other Persons making or party
to, or associated or affiliated  with the other Persons making or party to, such
stock  or  share  purchase  agreement  or other  business  combination)  (each a
"Fundamental Transaction"),  then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive,  for each  Warrant  Share that would
have been  issuable upon such exercise  immediately  prior to the  occurrence of
such Fundamental Transaction, at the option of the Holder (without regard to any
limitation  in Section  2(e) on the  exercise  of this  Warrant),  the number of
shares of Common  Stock of the  successor  or  acquiring  corporation  or of the
Company, if it is the surviving  corporation,  and any additional  consideration
(the  "Alternate  Consideration")  receivable  as a result  of such  Fundamental
Transaction  by a holder of the number of shares of Common  Stock for which this
Warrant  is  exercisable  immediately  prior  to  such  Fundamental  Transaction
(without  regard to any  limitation  in  Section  2(e) on the  exercise  of this
Warrant).  For purposes of any such exercise,  the determination of the Exercise
Price shall be appropriately  adjusted to apply to such Alternate  Consideration
based on the amount of Alternate  Consideration issuable in respect of one share
of Common Stock in such Fundamental Transaction, and the Company shall apportion
the Exercise  Price among the  Alternate  Consideration  in a reasonable  manner
reflecting  the relative  value of any  different  components  of the  Alternate
Consideration.  If  holders  of Common  Stock  are  given  any  choice as to the
securities,  cash or property to be received in a Fundamental Transaction,  then
the Holder shall be given the same choice as to the Alternate  Consideration  it
receives  upon  any  exercise  of  this  Warrant   following  such   Fundamental
Transaction.  Notwithstanding  anything  to  the  contrary,  in the  event  of a
Fundamental  Transaction that is (1) an all cash transaction,  (2) a "Rule 13e-3
transaction"  as  defined  in  Rule  13e-3  under  the  Exchange  Act,  or (3) a
Fundamental  Transaction  involving  a person or entity not traded on a national
securities  exchange,  the Company or any  Successor  Entity (as defined  below)
shall, at the Holder's  option,  exercisable at any time  concurrently  with, or
within 30 days after, the consummation of the Fundamental Transaction,  purchase
this  Warrant from the Holder by paying to the Holder an amount of cash equal to
the Black Scholes Value of the remaining  unexercised portion of this Warrant on
the date of the  consummation of such  Fundamental  Transaction.  "Black Scholes
Value"  means the value of this  Warrant  based on the Black and Scholes  Option
Pricing Model obtained from the "OV" function on Bloomberg,  L.P.  ("Bloomberg")
determined  as  of  the  day  of  consummation  of  the  applicable  Fundamental
Transaction  for pricing  purposes and reflecting (A) a risk-free  interest rate
corresponding  to the U.S.  Treasury rate for a period equal to the time between
the date of the public  announcement of the applicable  Fundamental  Transaction
and the  Termination  Date, (B) an expected  volatility  equal to the greater of
100% and the 100 day  volatility  obtained from the HVT function on Bloomberg as
of  the  Trading  Day  immediately  following  the  public  announcement  of the
applicable Fundamental  Transaction,  (C) the underlying price per share used in
such calculation  shall be the sum of the price per share being offered in cash,

                                       10
<PAGE>
if any, plus the value of any non-cash  consideration,  if any, being offered in
such  Fundamental  Transaction and (D) a remaining option time equal to the time
between  the  date of the  public  announcement  of the  applicable  Fundamental
Transaction  and the  Termination  Date.  The Company  shall cause any successor
entity in a  Fundamental  Transaction  in which the Company is not the  survivor
(the  "Successor  Entity")  to assume in writing all of the  obligations  of the
Company  under this Warrant and the other  Transaction  Documents in  accordance
with the provisions of this Section 3(e) pursuant to written  agreements in form
and substance  reasonably  satisfactory to the Holder and approved by the Holder
(without unreasonable delay) prior to such Fundamental Transaction and shall, at
the option of the Holder,  deliver to the Holder in exchange  for this Warrant a
security of the Successor Entity evidenced by a written instrument substantially
similar  in form  and  substance  to this  Warrant  which is  exercisable  for a
corresponding number of shares of capital stock of such Successor Entity (or its
parent  entity)  equivalent  to  the  shares  of  Common  Stock  acquirable  and
receivable  upon exercise of this Warrant  (without regard to any limitations on
the exercise of this Warrant) prior to such Fundamental Transaction, and with an
exercise  price which  applies the  exercise  price  hereunder to such shares of
capital  stock (but taking  into  account  the  relative  value of the shares of
Common  Stock  pursuant to such  Fundamental  Transaction  and the value of such
shares of  capital  stock,  such  number of  shares  of  capital  stock and such
exercise  price being for the purpose of protecting  the economic  value of this
Warrant immediately prior to the consummation of such Fundamental  Transaction),
and which is reasonably  satisfactory in form and substance to the Holder.  Upon
the occurrence of any such Fundamental  Transaction,  the Successor Entity shall
succeed  to,  and be  substituted  for (so that  from and after the date of such
Fundamental   Transaction,   the  provisions  of  this  Warrant  and  the  other
Transaction  Documents  referring to the  "Company"  shall refer  instead to the
Successor  Entity),  and may  exercise  every right and power of the Company and
shall assume all of the  obligations  of the Company  under this Warrant and the
other Transaction Documents with the same effect as if such Successor Entity had
been named as the Company herein.

     f) Calculations. All calculations under this Section 3 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this  Section 3, the number of shares of Common Stock deemed to be issued and
outstanding  as of a given  date  shall be the sum of the  number  of  shares of
Common Stock (excluding treasury shares, if any) issued and outstanding.

     g) Notice to Holder.

          i.  Adjustment  to Exercise  Price.  Whenever  the  Exercise  Price is
     adjusted  pursuant to any  provision of this  Section 3, the Company  shall
     promptly mail to the Holder a notice setting forth the Exercise Price after
     such  adjustment  and any  resulting  adjustment  to the  number of Warrant
     Shares and setting  forth a brief  statement  of the facts  requiring  such
     adjustment.

          ii.  Notice to Allow  Exercise  by Holder.  If (A) the  Company  shall
     declare a dividend  (or any other  distribution  in  whatever  form) on the

                                       11
<PAGE>
     Common Stock,  (B) the Company shall  declare a special  nonrecurring  cash
     dividend on or a  redemption  of the Common  Stock,  (C) the Company  shall
     authorize  the  granting  to all  holders  of the  Common  Stock  rights or
     warrants to subscribe  for or purchase  any shares of capital  stock of any
     class or of any rights, (D) the approval of any stockholders of the Company
     shall be required in  connection  with any  reclassification  of the Common
     Stock,  any  consolidation  or merger to which the Company is a party,  any
     sale or transfer of all or substantially  all of the assets of the Company,
     or any compulsory share exchange whereby the Common Stock is converted into
     other securities,  cash or property, or (E) the Company shall authorize the
     voluntary  or  involuntary  dissolution,  liquidation  or winding up of the
     affairs of the Company,  then, in each case,  the Company shall cause to be
     mailed  to the  Holder  at its last  address  as it shall  appear  upon the
     Warrant  Register of the  Company,  at least 20 calendar  days prior to the
     applicable record or effective date hereinafter specified, a notice stating
     (x) the date on  which a record  is to be  taken  for the  purpose  of such
     dividend,  distribution,  redemption, rights or warrants, or if a record is
     not to be taken,  the date as of which the  holders of the Common  Stock of
     record to be entitled to such dividend,  distributions,  redemption, rights
     or  warrants  are  to  be   determined  or  (y)  the  date  on  which  such
     reclassification,  consolidation,  merger, sale, transfer or share exchange
     is expected to become  effective  or close,  and the date as of which it is
     expected  that  holders of the Common  Stock of record shall be entitled to
     exchange  their  shares of the Common Stock for  securities,  cash or other
     property  deliverable upon such  reclassification,  consolidation,  merger,
     sale,  transfer or share  exchange;  provided that the failure to mail such
     notice or any defect therein or in the mailing thereof shall not affect the
     validity of the corporate  action  required to be specified in such notice.
     To the extent that any notice provided hereunder constitutes,  or contains,
     material,  non-public  information  regarding  the  Company  or  any of the
     Subsidiaries,  the Company shall  simultaneously  file such notice with the
     Commission  pursuant  to a Current  Report on Form 8-K.  The  Holder  shall
     remain  entitled to exercise this Warrant  during the period  commencing on
     the date of such notice to the effective date of the event  triggering such
     notice except as may otherwise be expressly set forth herein.

     Section 4. Transfer of Warrant.

     a)  Transferability.  Subject to compliance with any applicable  securities
laws and the  conditions  set forth in Section 4(d) hereof and to the provisions
of Section 4.1 of the Purchase Agreement,  this Warrant and all rights hereunder
(including,  without limitation,  any registration rights) are transferable,  in
whole or in part, upon surrender of this Warrant at the principal  office of the
Company or its  designated  agent,  together  with a written  assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder or
its agent or attorney and funds  sufficient  to pay any transfer  taxes  payable
upon the making of such transfer.  Upon such  surrender  and, if required,  such
payment,  the Company shall execute and deliver a new Warrant or Warrants in the

                                       12
<PAGE>
name of the assignee or assignees,  as applicable,  and in the  denomination  or
denominations specified in such instrument of assignment, and shall issue to the
assignor a new Warrant  evidencing  the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled.  The Warrant, if properly assigned
in  accordance  herewith,  may be  exercised by a new holder for the purchase of
Warrant Shares without having a new Warrant issued.

     b) New  Warrants.  This  Warrant  may be  divided  or  combined  with other
Warrants  upon  presentation  hereof at the  aforesaid  office  of the  Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be issued,  signed by the Holder or its agent or attorney.
Subject  to  compliance  with  Section  4(a),  as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant or Warrants to be divided
or combined in accordance with such notice.  All Warrants issued on transfers or
exchanges shall be dated the Issue Date and shall be identical with this Warrant
except as to the number of Warrant Shares issuable pursuant thereto.

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

     d) Transfer Restrictions.  If, at the time of the surrender of this Warrant
in connection  with any transfer of this  Warrant,  the transfer of this Warrant
shall  not be  either  (i)  registered  pursuant  to an  effective  registration
statement under the Securities Act and under applicable state securities or blue
sky  laws  or  (ii)  eligible  for  resale  without  volume  or   manner-of-sale
restrictions or current public  information  requirements  pursuant to Rule 144,
the Company may require,  as a condition  of allowing  such  transfer,  that the
Holder  or  transferee  of this  Warrant,  as the case may be,  comply  with the
provisions of Section 5.7 of the Purchase Agreement.

     e)  Representation  by the Holder.  The Holder,  by the acceptance  hereof,
represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own
account and not with a view to or for  distributing  or  reselling  such Warrant
Shares or any part thereof in violation of the  Securities Act or any applicable
state  securities law, except pursuant to sales registered or exempted under the
Securities Act.

     Section 5. Miscellaneous.

     a) No Rights as Stockholder  Until Exercise.  This Warrant does not entitle
the Holder to any voting  rights,  dividends or other rights as a stockholder of
the Company prior to the exercise hereof as set forth in Section 2(d)(i), except
as expressly set forth in Section 3.

                                       13
<PAGE>
     b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants
that upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the  loss,  theft,  destruction  or  mutilation  of this  Warrant  or any  stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

     c) Saturdays,  Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall not be a Business Day, then, such action may be taken or such right may be
exercised on the next succeeding Business Day.

     d) Authorized Shares.

          The  Company   covenants  that,  during  the  period  the  Warrant  is
     outstanding,  it will reserve from its authorized and unissued Common Stock
     a  sufficient  number of shares to provide for the  issuance of the Warrant
     Shares upon the exercise of any purchase  rights  under this  Warrant.  The
     Company  further   covenants  that  its  issuance  of  this  Warrant  shall
     constitute  full authority to its officers who are charged with the duty of
     issuing the  necessary  Warrant  Shares upon the  exercise of the  purchase
     rights under this Warrant. The Company will take all such reasonable action
     as may be  necessary  to assure that such  Warrant  Shares may be issued as
     provided herein without  violation of any applicable law or regulation,  or
     of any  requirements  of the Trading Market upon which the Common Stock may
     be listed.  The  Company  covenants  that all Warrant  Shares  which may be
     issued upon the exercise of the purchase rights represented by this Warrant
     will, upon exercise of the purchase rights  represented by this Warrant and
     payment for such Warrant Shares in accordance herewith, be duly authorized,
     validly issued, fully paid and nonassessable and free from all taxes, liens
     and charges  created by the Company in respect of the issue thereof  (other
     than taxes in respect of any transfer occurring contemporaneously with such
     issue).

          Except and to the extent as waived or consented to by the Holder,  the
     Company shall not by any action,  including,  without limitation,  amending
     its certificate of incorporation or through any reorganization, transfer of
     assets, consolidation,  merger, dissolution, issue or sale of securities or
     any  other  voluntary  action,  avoid or seek to avoid  the  observance  or
     performance  of any of the terms of this Warrant,  but will at all times in
     good faith  assist in the  carrying out of all such terms and in the taking
     of all such  actions as may be  necessary  or  appropriate  to protect  the
     rights of Holder as set forth in this Warrant against  impairment.  Without
     limiting the generality of the foregoing, the Company will (i) not increase
     the par value of any Warrant Shares above the amount payable  therefor upon
     such exercise  immediately  prior to such increase in par value,  (ii) take
     all such  action  as may be  necessary  or  appropriate  in order  that the

                                       14
<PAGE>
     Company may validly and legally issue fully paid and nonassessable  Warrant
     Shares  upon the  exercise  of this  Warrant  and  (iii)  use  commercially
     reasonable  efforts  to  obtain  all  such  authorizations,  exemptions  or
     consents from any public regulatory body having  jurisdiction  thereof,  as
     may be,  necessary to enable the Company to perform its  obligations  under
     this Warrant.

          Before  taking any action which would result in an  adjustment  in the
     number of Warrant  Shares for which this Warrant is  exercisable  or in the
     Exercise  Price,  the  Company  shall  obtain  all such  authorizations  or
     exemptions  thereof,  or consents  thereto,  as may be  necessary  from any
     public regulatory body or bodies having jurisdiction thereof.

     e)  Jurisdiction.  All questions  concerning  the  construction,  validity,
enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.

     f) Restrictions.  The Holder  acknowledges that the Warrant Shares acquired
upon the exercise of this  Warrant,  if not  registered  and the Holder does not
utilize cashless  exercise,  will have restrictions upon resale imposed by state
and federal securities laws.

     g) Nonwaiver and Expenses.  No course of dealing or any delay or failure to
exercise any right  hereunder on the part of Holder shall operate as a waiver of
such right or  otherwise  prejudice  the  Holder's  rights,  powers or remedies,
notwithstanding  the fact that all rights hereunder terminate on the Termination
Date. If the Company  willfully and knowingly fails to comply with any provision
of this  Warrant,  which  results in any  material  damages to the  Holder,  the
Company shall pay to the Holder such amounts as shall be sufficient to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by the Holder in collecting
any amounts due  pursuant  hereto or in otherwise  enforcing  any of its rights,
powers or remedies hereunder.

     h) Notices. Any notice,  request or other document required or permitted to
be given or  delivered  to the  Holder  by the  Company  shall be  delivered  in
accordance with the notice provisions of the Purchase Agreement.

     i)  Limitation  of Liability.  No provision  hereof,  in the absence of any
affirmative  action by the Holder to exercise  this Warrant to purchase  Warrant
Shares,  and no  enumeration  herein of the rights or  privileges of the Holder,
shall give rise to any  liability  of the Holder for the  purchase  price of any
Common  Stock or as a  stockholder  of the Company,  whether  such  liability is
asserted by the Company or by creditors of the Company.

     j)  Remedies.  The Holder,  in addition to being  entitled to exercise  all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to

                                       15
<PAGE>
waive and not to assert the defense in any action for specific  performance that
a remedy at law would be adequate.

     k) Successors  and Assigns.  Subject to applicable  securities  laws,  this
Warrant  and the rights and  obligations  evidenced  hereby  shall  inure to the
benefit of and be  binding  upon the  successors  and  permitted  assigns of the
Company and the  successors and permitted  assigns of Holder.  The provisions of
this  Warrant are intended to be for the benefit of any Holder from time to time
of this  Warrant  and shall be  enforceable  by the  Holder or holder of Warrant
Shares.

     l)  Amendment.  This  Warrant may be modified or amended or the  provisions
hereof waived with the written consent of the Company and the Holder.

     m) Severability. Wherever possible, each provision of this Warrant shall be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

     n) Headings.  The headings used in this Warrant are for the  convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.


                              ********************

                            (Signature Page Follows)


                                       16
<PAGE>
     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized as of the date first above indicated.

STEVIA CORP.

By:________________________________
   Name:
   Title:


                                       17
<PAGE>
                               NOTICE OF EXERCISE

TO: STEVIA CORP.

     (1) The undersigned  hereby elects to purchase  ________  Warrant Shares of
the Company  pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with
all applicable transfer taxes, if any.

     (2) Payment shall take the form of (check applicable box):

          [ ] in lawful money of the United States; or

          [ ] if permitted the  cancellation of such number of Warrant Shares as
          is necessary,  in accordance  with the formula set forth in subsection
          2(c), to exercise  this Warrant with respect to the maximum  number of
          Warrant Shares purchasable pursuant to the cashless exercise procedure
          set forth in subsection 2(c).

     (3) Please issue said Warrant  Shares in the name of the  undersigned or in
such other name as is specified below:

     ____________________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

     ____________________________________

     ____________________________________

     ____________________________________

     (4) Accredited  Investor.  The  undersigned is an "accredited  investor" as
defined  in  Regulation  D  promulgated  under the  Securities  Act of 1933,  as
amended.

[SIGNATURE OF HOLDER]


Name of Investing Entity: _____________________________________________________
Signature of Authorized Signatory of Investing Entity: ________________________
Name of Authorized Signatory: _________________________________________________
Title of Authorized Signatory: ________________________________________________
Date: _________________________________________________________________________
<PAGE>
                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

     FOR VALUE  RECEIVED,  [____  all of or  [_______  shares  of the  foregoing
Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________

_______________________________________________

                                                 Dated:  ______________, _______

     Holder's Signature: __________________________

     Holder's Address: ____________________________

                       ____________________________

Signature Guaranteed:______________________________

NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.