**Exhibit
      10.82**








NEITHER
      THIS SECURITY NOR THE SECURITIES INTO 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 REASONABLY ACCEPTABLE
      TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
      ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH
      A
      BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH
      A
      FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)
      UNDER THE SECURITIES ACT.




**COMMON
      STOCK PURCHASE WARRANT**





To
      Purchase __________ Shares of Common Stock of





**TASKER
      PRODUCTS CORP.**





December
      __, 2006





THIS
      COMMON STOCK PURCHASE WARRANT (the “ Warrant ”)
      CERTIFIES that, for value received, _____________ (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 date of this
      Warrant and on or prior to the fourth anniversary of the date of this Warrant
      (the “ Termination
      Date ”)
      but
      not thereafter, to subscribe for and purchase from Tasker Products Corp., a
      Nevada corporation (the “ Company ”),
      up to
      ____________ shares (the “ Warrant
      Shares ”)
      of the
      Common Stock, par value $0.001 per share, of the Company (the “ Common
      Stock ”).
      The
      purchase price of one share of Common Stock (the “ Exercise
      Price ”)
      under
      this Warrant shall be US $0.09. The Exercise Price and the number of Warrant
      Shares for which the Warrant is exercisable shall be subject to adjustment
      as
      provided herein. Capitalized terms used and not otherwise defined herein shall
      have the meanings set forth in that certain Subscription Agreement (the
“ Subscription
      Agreement ”),
      dated
      as of December __, 2006, among the Company and the Purchaser parties signatory
      thereto (such date, the “ Closing
      Date ”).





1.  Title
      to Warrant .
      Prior
      to the Termination Date and subject to compliance with applicable laws,
      including transfer restrictions imposed by applicable securities laws, and
      Section 7 of this Warrant, this Warrant and all rights hereunder are
      transferable, in whole or in part, at the office or agency of the Company by
      the
      Holder in person or by duly authorized attorney, upon surrender of this Warrant
      together with the Assignment Form annexed hereto properly endorsed. The
      transferee shall sign an investment letter in form and substance reasonably
      satisfactory to the Company.





2  Authorization
      of Shares .
      The
      Company covenants that all Warrant Shares, which may be issued upon the exercise
      of the purchase rights represented by this Warrant in accordance with the terms
      of this Warrant, including the payment of the exercise price for such Warrant
      Shares, will, upon exercise of the purchase rights represented by this Warrant,
      be duly authorized, validly issued, fully paid and nonassessable and free from
      all taxes, liens and charges in respect of the issue thereof (other than taxes
      in respect of any transfer occurring contemporaneously with such issue).








3.  Exercise
      of Warrant .





(a)  Exercise
      of the purchase rights represented by this Warrant may be made at any time
      or
      times on or after the date hereof but on or before the Termination Date by
      delivery to the Company of a duly executed Notice of Exercise Form annexed
      hereto (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 such Holder
      appearing on the books of the Company) and surrender of this Warrant, together
      with payment of the aggregate Exercise Price of the shares thereby purchased
      by
      wire transfer or cashier’s check drawn on a United States bank in immediately
      available funds. Certificates for shares purchased hereunder shall be delivered
      to the Holder within 5 Trading Days from the delivery to the Company of the
      Notice of Exercise Form, surrender of this Warrant and payment of the aggregate
      Exercise Price as set forth above (“ Warrant
      Share Delivery Date ”).
      This
      Warrant shall be deemed to have been exercised on the later of the date the
      Notice of Exercise is delivered to the Company and the date the Exercise Price
      is received by the Company. 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 by payment to the Company of the
      Exercise Price and all taxes required to be paid by the Holder, if any, pursuant
      to Section 5 prior to the issuance of such shares, have been paid. If the
      Company fails to deliver to the Holder a certificate or certificates
      representing the Warrant Shares pursuant to this Section 3(a) by the end of
      business (New York, New York time) on the fifth Trading Day following the
      Warrant Share Delivery Date, then the Holder will have the right to rescind
      such
      exercise. 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 certificates representing
      shares of Common Stock upon exercise of the Warrant as required pursuant to
      the
      terms hereof.





(b)  If
      this
      Warrant shall have been exercised in part, the Company shall, at the time of
      delivery of the certificate or certificates representing Warrant Shares, deliver
      to Holder a new Warrant evidencing the rights of 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.





4.  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 Holder would
      otherwise be entitled to purchase upon such exercise, the Company shall pay
      a
      cash adjustment in respect of such final fraction in an amount equal to such
      fraction multiplied by the Exercise Price.




5.  Charges,
      Taxes and Expenses .  Issuance
      of certificates for Warrant Shares shall be made without charge to the Holder
      for any issue or transfer tax or other incidental expense in respect of the
      issuance of such certificate, all of which taxes and expenses shall be paid
      by
      the Company, and such certificates 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 certificates for 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.





6.  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.








7.  Transfer,
      Division and Combination .





(a)  Subject
      to compliance with any applicable securities laws and the conditions set forth
      in Sections 1 and 7(e) hereof and to the provisions of Section 4.1 of the
      Subscription Agreement, this Warrant and all rights hereunder are transferable,
      in whole or in part, upon surrender of this Warrant at the principal office
      of
      the Company, 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 name of the assignee or
      assignees 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. A Warrant, if properly assigned, may be exercised by a new holder
      for
      the purchase of Warrant Shares without having a new Warrant issued.
      Notwithstanding the foregoing, the Holder will not voluntarily and knowingly
      assign or transfer this Warrant or the Warrant Shares to any direct competitor
      of the Company without the Company’s prior written consent.





(b)  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 7(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.





(c)  The
      Company shall prepare, issue and deliver at its own expense (other than transfer
      taxes) the new Warrant or Warrants under this Section 7.





(d)  The
      Company agrees to maintain, at its aforesaid office, books for the registration
      and the registration of transfer of the Warrants.





(e)  The
      Company may require, as a condition of allowing such transfer (i) that the
      Holder or transferee of this Warrant, as the case may be, furnish to the Company
      a written opinion of counsel reasonably acceptable to the Company (which opinion
      shall be in form, substance and scope customary for opinions of counsel in
      comparable transactions) to the effect that such transfer may be made without
      registration under the Securities Act and under applicable state securities
      or
      blue sky laws, (ii) that the holder or transferee execute and deliver to the
      Company an investment letter in form and substance acceptable to the Company
      and
      (iii) that the transferee be an “accredited investor” as defined in Rule 501(a)
      promulgated under the Securities Act or a qualified institutional buyer as
      defined in Rule 144A(a) under the Securities Act.




8.  No
      Rights as Shareholder until Exercise .  This
      Warrant does not entitle the Holder to any voting rights or other rights as
      a
      shareholder of the Company prior to the exercise hereof. Upon the surrender
      of
      this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares
      so purchased shall be and be deemed to be issued to such Holder as the record
      owner of such shares as of the close of business on the later of the date of
      such surrender or payment.





9.  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.








10.  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 be a Saturday, Sunday or a legal holiday,
      then such action may be taken or such right may be exercised on the next
      succeeding day not a Saturday, Sunday or legal holiday.





11.  Adjustments
      of Exercise Price and Number of Warrant Shares .  (a)
      The
      number and kind of securities purchasable upon the exercise of this Warrant
      and
      the Exercise Price shall be subject to adjustment from time to time upon the
      happening of any of the following: in case the Company shall (i) pay a dividend
      in shares of Common Stock or make a distribution in shares of Common Stock
      to
      holders of its outstanding Common Stock; (ii) subdivide its outstanding shares
      of Common Stock into a greater number of shares; (iii) combine its outstanding
      shares of Common Stock into a smaller number of shares of Common Stock; or
      (iv)
      issue any shares of its capital stock in a reclassification of the Common Stock,
      then the number of Warrant Shares purchasable upon exercise of this Warrant
      immediately prior thereto shall be adjusted so that the Holder shall be entitled
      to receive the kind and number of Warrant Shares or other securities of the
      Company which it would have owned or have been entitled to receive had such
      Warrant been exercised in advance thereof. Upon each such adjustment of the
      kind
      and number of Warrant Shares or other securities of the Company which are
      purchasable hereunder, the Holder shall thereafter be entitled to purchase
      the
      number of Warrant Shares or other securities resulting from such adjustment
      at
      an Exercise Price per Warrant Share or other security obtained by multiplying
      the Exercise Price in effect immediately prior to such adjustment by the number
      of Warrant Shares purchasable pursuant hereto immediately prior to such
      adjustment and dividing by the number of Warrant Shares or other securities
      of
      the Company that are purchasable pursuant hereto immediately after such
      adjustment. An adjustment made pursuant to this paragraph shall become effective
      immediately after the effective date of such event retroactive to the record
      date, if any, for such event.





(b)  In
      the
      event that on or subsequent to the Closing Date, the Company issues or sells
      any
      Common Stock, any convertible securities, or any warrants or other rights to
      subscribe for or to purchase or any options for the purchase of its Common
      Stock
      or any such convertible securities (other than (i) shares which are issued
      pursuant to the Securities, (ii)
      shares of Common Stock or options to purchase such shares issued to employees,
      consultants, officers or directors in accordance with stock plans approved
      by
      the Company’s Board of Directors, and shares of Common Stock issuable under
      options or warrants that are outstanding as of the date hereof, or (iii) shares
      of Common Stock issued pursuant to a stock dividend, split or other similar
      transaction) at
      an
      effective price per share which is less than the then applicable Exercise Price
      (such effective price per share, the “ Adjusted
      Exercise Price ”),
      then
      the Exercise Price in effect immediately prior to such issue or sale shall
      be
      reduced effective concurrently with such issue or sale to an amount equal to
      the
      Adjusted Exercise Price.





12.  Reorganization,
      Reclassification, Merger, Consolidation or Disposition of Assets .
      In case
      the Company shall reorganize its capital, reclassify its capital stock,
      consolidate or merge with or into another corporation (where the Company is
      not
      the surviving corporation or where there is a change in or distribution with
      respect to the Common Stock of the Company), or sell, transfer or otherwise
      dispose of its property, assets or business to another corporation and, pursuant
      to the terms of such reorganization, reclassification, merger, consolidation
      or
      disposition of assets, shares of common stock of the successor or acquiring
      corporation, or any cash, shares of stock or other securities or property of
      any
      nature whatsoever (including warrants or other subscription or purchase rights)
      in addition to or in lieu of common stock of the successor or acquiring
      corporation (“ Other
      Property ”),
      are
      to be received by or distributed to the holders of Common Stock of the Company,
      then, from and after the consummation of such transaction or event, the Holder
      shall have the right thereafter to receive, instead of the Warrant Shares,
      at
      the option of the Holder, (a) upon 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 Other Property receivable
      upon
      or as a result of such reorganization, reclassification, merger, consolidation
      or disposition of assets by a Holder of the number of shares of Common Stock
      for
      which this Warrant is exercisable immediately prior to such event or (b) if
      the
      Company is acquired in an all cash transaction, cash equal to the value of
      this
      Warrant as determined in accordance with the Black-Scholes option pricing
      formula. For purposes of this Section 12, “common stock of the successor or
      acquiring corporation” shall include stock of such corporation of any class
      which is not preferred as to dividends or assets over any other class of stock
      of such corporation and which is not subject to redemption and shall also
      include any evidences of indebtedness, shares of stock or other securities
      which
      are convertible into or exchangeable for any such stock, either immediately
      or
      upon the arrival of a specified date or the happening of a specified event
      and
      any warrants or other rights to subscribe for or purchase any such stock. The
      foregoing provisions of this Section 12 shall similarly apply to successive
      reorganizations, reclassifications, mergers, consolidations or disposition
      of
      assets.








13.  Notice
      of Adjustment .  Whenever
      the number of Warrant Shares or number or kind of securities or other property
      purchasable upon the exercise of this Warrant or the Exercise Price is adjusted,
      as herein provided, the Company shall give notice thereof to the Holder, which
      notice shall state the number of Warrant Shares (and other securities or
      property) purchasable upon the exercise of this Warrant and the Exercise Price
      of such Warrant Shares (and other securities or property) after such adjustment,
      setting forth a brief statement of the facts requiring such adjustment and
      setting forth the computation by which such adjustment was made.





14.  Notice
      of Corporate Action .  If
      at any
      time:




(a)  the
      Company shall take a record of the holders of its Common Stock for the purpose
      of entitling them to receive a dividend or other distribution, or





(b)  there
      shall be any capital reorganization of the Company, any reclassification or
      recapitalization of the capital stock of the Company or any consolidation or
      merger of the Company with, or any sale, transfer or other disposition of all
      or
      substantially all the property, assets or business of the Company to, another
      corporation or,





(c)  there
      shall be a voluntary or involuntary dissolution, liquidation or winding up
      of
      the Company; then, in any one or more of such cases, the Company shall give
      to
      Holder (i) prior written notice of the date on which a record date shall be
      selected for such dividend or distribution or for determining rights to vote
      in
      respect of any such reorganization, reclassification, merger, consolidation,
      sale, transfer, disposition, liquidation or winding up, and (ii) in the case
      of
      any such reorganization, reclassification, merger, consolidation, sale,
      transfer, disposition, dissolution, liquidation or winding up, prior written
      notice of the date when the same shall take place. Such notice in accordance
      with the foregoing clause also shall specify (i) the date on which the holders
      of Common Stock shall be entitled to any such dividend or distribution, and
      the
      amount and character thereof, and (ii) the date on which any such
      reorganization, reclassification, merger, consolidation, sale, transfer,
      disposition, dissolution, liquidation or winding up is to take place and the
      time, if any such time is to be fixed, as of which the holders of Common Stock
      shall be entitled to exchange their Warrant Shares for securities or other
      property deliverable upon such disposition, dissolution, liquidation or winding
      up. Each such written notice shall be sufficiently given if addressed to Holder
      at the last address of Holder appearing on the books of the Company and
      delivered in accordance with Section 16(d).





15.  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 executing stock certificates to execute and issue
      the
      necessary certificates for the 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.








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
      (a) not increase the par value of any Warrant Shares above the amount payable
      therefore upon such exercise immediately prior to such increase in par value,
      (b) take all such action as may be necessary or appropriate in order that the
      Company may validly and legally issue fully paid and nonassessable Warrant
      Shares upon the exercise of this Warrant, and (c) 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.





16.  Miscellaneous .





(a)  Jurisdiction .  All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be determined in accordance with the provisions of the
      Subscription Agreement relating to the same.





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





(c)  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
      Holder’s rights, powers or remedies, notwithstanding 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 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 Holder in collecting any amounts due pursuant hereto or in otherwise
      enforcing any of its rights, powers or remedies hereunder.





(d)  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 Subscription Agreement.








(e)  Limitation
      of Liability .  No
      provision hereof, in the absence of any affirmative action by Holder to exercise
      this Warrant or purchase Warrant Shares, and no enumeration herein of the rights
      or privileges of Holder, shall give rise to any liability of 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.





(f)  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 of the Company and the successors and permitted assigns of Holder.
      The provisions of this Warrant are intended to be for the benefit of all Holders
      from time to time of this Warrant and shall be enforceable by any such Holder
      or
      holder of Warrant Shares.





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





(h)  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.





(i)  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.

















IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
      officer thereunto duly authorized.








Dated:
      December __, 2006




**TASKER
      PRODUCTS CORP.**








By:__________________________________________


Name:


Title:











**NOTICE
      OF EXERCISE**








To:  Tasker
      Products 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 be made by wire transfer or cashier’s check drawn on a United States bank
      in immediately available funds.





(3)  Please
      issue a certificate or certificates representing 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:













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






**[PURCHASER]**
              
              
              By:
                ___________________________
              Name:
              Title:
              
              Dated:
                ________________________












**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, 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.