<PAGE>
 
                                                                     EXHIBIT 4.3

                                                             [Execution Version]


THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS
(COLLECTIVELY, THE "ACTS") AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE ACTS OR
IN RELIANCE ON EXEMPTIONS THEREFROM.


                              WARRANT CERTIFICATE


Number of Warrants: 45,628                        Warrant No.  J-1
                    ------                                     ---

     This Warrant Certificate ("Warrant Certificate") certifies that, for value
received,

                      JOINT ENERGY DEVELOPMENT INVESTMENTS
                              LIMITED PARTNERSHIP

is the registered holder of the number of Warrants (the "Warrants") set forth
above.  Each Warrant entitles the holder thereof, at any time or from time to
time on or before the Expiration Date, to purchase from the Company one fully
paid and nonassessable share of Common Stock at the Exercise Price, subject to
adjustment as provided herein.  The Warrants constitute, as of the Issuance
Date, at least 4.00% of the outstanding Common Stock on a fully diluted basis
using the treasury stock method.  Initially capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Securities
Purchase Agreement dated October 14, 1997, by and between the Company and Joint
Energy Development Investments Limited Partnership.

     "Common Stock" means the common stock, $.10 par value per share, of the
Company, or such other class of securities as shall then represent the common
equity of the Company.

     "Company" means Southwest Royalties Holdings, Inc., a Delaware corporation.

     "Estimated Private Market Equity Value" has the meaning specified in the
Securities Purchase Agreement.

     "Exercise Price," subject in all circumstances to adjustment in accordance
with Section 3, means $68.00 per share.

     "Expiration Date" means November 5, 2001 at 5:00 p.m., Eastern Standard
Time.

      "Issuance Date" means October 14, 1997.
<PAGE>
 
     "Price" means the average of the "high" and "low" prices as reported in The
Wall Street Journal's listing for such day (corrected for obvious typographical
errors) or if such shares are not reported in such listing, the average of the
reported "high" and "low" sales prices on the largest national securities
exchange (based on the aggregate dollar value of securities listed) on which
such shares are listed or traded, or if such shares are not listed or traded on
any national securities exchange, then the average of the reported "high" and
"low" sales prices for such shares in the over-the-counter market, as reported
on the National Association of Securities Dealers Automated Quotations System,
or, if such prices shall not be reported thereon, the average of the closing bid
and asked prices so reported, or, if such prices shall not be reported, then the
average of the closing bid and asked prices reported by the National Quotations
Bureau Incorporated, or, in all other cases, the Estimated Private Market Equity
Value divided by the number of outstanding shares (on a fully diluted basis
using the treasury stock method).  The "average" Price per share for any period
shall be determined by dividing the sum of the Prices determined for the
individual trading days in such period by the number of trading days in such
period.

     "Securities Purchase Agreement" means the Securities Purchase Agreement
dated October 14, 1997, between the Company and the holder under which this
Warrant Certificate has been issued, as the same may be modified from time to
time.

     "Shareholders Agreement" means the Shareholders Agreement dated October 14,
1997, between the Company and the holder granting certain rights to the holder,
as the same may be modified from time to time.

     "Warrant Agent" means the Company's warrant agent, C T Corporation System.
Presentation and surrender of the Warrants shall be made to the Warrant Agent at
the following address: 811 Dallas Ave., Suite 1500, Houston, Texas 77002.

     1.   EXERCISE OF WARRANTS.  (a) The Warrants may be exercised in whole or
in part by presentation and surrender at the office of the Warrant Agent
specified herein of (i) this Warrant Certificate with the Election To Exercise,
attached hereto as Exhibit A, duly completed and executed, and (ii) payment of
the Exercise Price as then in effect, by bank draft or cashier's check, for the
number of Warrants being exercised. If the holder of this Warrant Certificate at
any time exercises less than all the Warrants, the Company shall issue to such
holder a Warrant Certificate identical in form to this Warrant Certificate, but
evidencing a number of Warrants equal to the number of Warrants originally
represented by this Warrant Certificate less the number of Warrants previously
exercised.  Likewise, upon the presentation and surrender of this Warrant
Certificate at the office of the Warrant Agent and at the request of the holder,
the Company will, at the option of the holder, issue to the holder in
substitution for this Warrant Certificate one or more warrant

                                      -2-
<PAGE>
 
certificates in identical form and for an aggregate number of Warrants equal to
the number of Warrants evidenced by this Warrant Certificate.

          (b) To the extent that the Warrants have not been exercised at or
prior to the Expiration Date, such Warrants shall expire and the rights of the
holder shall become void and of no effect.

     2.   RESTRICTIONS ON TRANSFER.   The Warrants evidenced hereby have not
been registered under the Securities Act of 1933, as amended, or under any state
securities law (collectively, the "Acts"), in reliance on exemptions from the
registration provisions thereof.  The holder hereof acknowledges that the
Warrants may not be directly or indirectly sold, transferred or otherwise
disposed of  in violation of the provisions of the Acts.  Any purported sale,
transfer or other disposition of the Warrants in violation of this provision
shall be void and the Company shall not be required to recognize the same.
Compliance with this provision is the responsibility of the holder. The Company
shall deem and treat the registered holder of this Warrant Certificate as the
true and lawful owner of the Warrants for all purposes, any claims of another
person to the contrary notwithstanding.

     3.   ANTIDILUTION ADJUSTMENTS. The shares of Common Stock purchasable on
exercise of the Warrants are shares of Common Stock as constituted as of the
Issuance Date.  The number and kind of securities purchasable upon the exercise
of the Warrants, and the Exercise Price, shall be subject to adjustment from
time to time upon the happening of certain events, as follows:

          (a) Mergers, Consolidations and Reclassifications.  In case of any
reclassification or change of outstanding securities issuable upon exercise of
the Warrants at any time after the Issuance Date (other than a change in par
value, or from par value to no par value, or from no par value to par value or
as a result of a subdivision or combination to which subsection 3(b) applies),
or in case of any consolidation or merger of the Company with or into another
entity or other person (other than a merger with another entity or other person
in which the Company is the surviving corporation and which does not result in
any reclassification or change in the securities issuable upon exercise of this
Warrant), the holder of the Warrants shall have, and the Company, or such
successor corporation or other entity, shall covenant in the constituent
documents effecting any of the foregoing transactions that such holder does
have, the right to obtain upon the exercise of the Warrants, in lieu of each
share of Common Stock, other securities, money or other property theretofor
issuable upon exercise of a Warrant, the kind and amount of shares of stock,
other securities, money or other property receivable upon such reclassification,
change, consolidation or merger by a holder of the shares of Common Stock, other
securities, money or other property issuable upon exercise of a Warrant if the
Warrants had been exercised immediately prior to such reclassification, change,
consolidation or merger. The constituent documents effecting any such

                                      -3-
<PAGE>
 
reclassification, change, consolidation or merger shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided in this subsection 3(a). The provisions of this subsection 3(a) shall
similarly apply to successive reclassifications, changes, consolidations or
mergers.

          (b) Subdivisions and Combinations. If the Company, at any time after
the Issuance Date, shall subdivide its shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced, and the number of shares of Common
Stock purchasable upon exercise of the Warrants shall be proportionately
increased, as at the effective date of such subdivision, or if the Company shall
take a record of holders of its Common Stock for such purpose, as at such record
date, whichever is earlier. If the Company, at any time after the Issuance Date,
shall combine its shares of Common Stock into a smaller number of shares, the
Exercise Price in effect immediately prior to such combination shall be
proportionately increased, and the number of shares of Common Stock purchasable
upon exercise of the Warrants shall be proportionately reduced, as at the
effective date of such combination, or if the Company shall take a record of
holders of its Common Stock for purposes of such combination, as at such record
date, whichever is earlier.

          (c) Dividends and Distributions.  If the Company at any time after the
Issuance Date shall declare a dividend on its Common Stock payable in stock or
other securities of the Company or of any other corporation or other entity, or
in property or otherwise than in cash, to the holders of its Common Stock, the
holder of a Warrant shall, without additional cost, be entitled to receive upon
any exercise of a Warrant, in addition to the Common Stock to which such holder
would otherwise be entitled upon such exercise, the number of shares of stock or
other securities or property which such holder would have been entitled to
receive if he had been a holder immediately prior to the record date for such
dividend (or, if no record date shall have been established, the payment date
for such dividend) of the number of shares of Common Stock purchasable on
exercise of such Warrant immediately prior to such record date or payment date,
as the case may be.

          (d) Certain Issuances of Securities.  If the Company at any time after
the Issuance Date shall issue any additional shares of Common Stock (otherwise
than as provided in paragraphs (a) through (c) of this section 3) at a price per
share less than the average Price per share of Common Stock for the 20 trading
days immediately preceding the date of the authorization of such issuance (the
"Market Price") by the Board of Directors, then the Exercise Price upon each
such issuance shall be adjusted to that price determined by multiplying the
Exercise Price by a fraction:

               i.  the numerator of which shall be the sum of (1) the number of
     shares of Common Stock outstanding immediately prior to the issuance of
     such additional shares of Common Stock multiplied by the Market Price, and
     (2) the consideration, if any, received 

                                      -4-
<PAGE>
 
     and deemed received by the Company upon the issuance of such additional
     shares of Common Stock, and

               ii.  the denominator of which shall be the Market Price
     multiplied by the total number of shares of Common Stock outstanding
     immediately after the issuance of such additional shares of Common Stock.

     No adjustments of the Exercise Price shall be made under this paragraph (d)
upon the issuance of any additional shares of Common Stock that (y) are issued
pursuant to thrift plans, stock purchase plans, stock bonus plans, stock option
plans, employee stock ownership plans and other incentive or profit sharing
arrangements for the benefit of employees ("Employee Benefit Plans") that
otherwise would cause an adjustment under this paragraph (d); provided that the
aggregate number of shares of Common Stock so issued (including the shares
issued pursuant to any options, rights or warrants or convertible or
exchangeable securities issued under such Employee Benefit Plans containing the
right to purchase shares of Common Stock) pursuant to Employee Benefit Plans, as
adjusted for any stock splits, stock dividends or subdivisions or combinations
of Common Stock prior to the Expiration Date, shall not in the aggregate exceed
5% of the Company's outstanding Common Stock at the time of such issuance; or
(z) are issued pursuant to any Common Stock Equivalent (as hereinafter defined)
(i) if upon the issuance of any such Common Stock Equivalent, any such
adjustments shall previously have been made pursuant to paragraph (e) of this
section 3 or (ii) if no adjustment was required pursuant to paragraph (e) of
this section 3.

          (e) Common Stock Equivalents.  If the Company shall, after the
Issuance Date, issue any security or evidence of indebtedness which is
convertible into or exchangeable for Common Stock ("Convertible Security"), or
any warrant, option or other right to subscribe for or purchase Common Stock or
any Convertible Security, other than pursuant to Employee Benefit Plans
(together with Convertible Securities, "Common Stock Equivalent"), or if, after
any such issuance, the price per share for which additional shares of Common
Stock may be issuable thereunder is amended, then the Exercise Price upon each
such issuance or amendment shall be adjusted as provided in paragraph 3(d) on
the basis that (i) the maximum number of additional shares of Common Stock
issuable pursuant to all such Common Stock Equivalents shall be deemed to have
been issued as of the earlier of (a) the date on which the Company shall enter
into a firm contract for the issuance of such Common Stock Equivalent, or (b)
the date of actual issuance of such Common Stock Equivalent; and (ii) the
aggregate consideration for such maximum number of additional shares of Common
Stock shall be deemed to be the minimum consideration received and receivable
by the Company for the issuance of such additional shares of Common Stock
pursuant to such Common Stock Equivalent; provided, however, that no adjustment
shall be made pursuant to this subsection (e) unless the consideration received
and receivable by the Company per share of Common Stock for the issuance of such
additional shares of Common Stock pursuant to such 

                                      -5-
<PAGE>
 
Common Stock Equivalent is less than the Market Price. No adjustment of the
Exercise Price shall be made under this subsection (e) upon the issuance of any
Convertible Security which is issued pursuant to the exercise of any warrants or
other subscription or purchase rights therefor, if any adjustment shall
previously have been made in the Exercise Price then in effect upon the issuance
of such warrants or other rights pursuant to this subsection (e).

          (f) Miscellaneous.  The following provisions shall be applicable to
the making of adjustments in the Exercise Price hereinbefore provided in this
section 3:

               i.  The consideration received by the Company shall be deemed to
     be the following: (I) to the extent that any additional shares of Common
     Stock or any Common Stock Equivalent shall be issued for cash
     consideration, the consideration received by the Company therefor, or, if
     such additional shares of Common Stock or Common Stock Equivalent are
     offered by the Company for subscription, the subscription price, or, if
     such additional shares of Common Stock or Common Stock Equivalent are sold
     to underwriters or dealers for public offering without a subscription
     offering, the initial public offering price, in any such case excluding any
     amounts paid or receivable for accrued interest or accrued dividends and
     without deduction of any compensation, discounts, commissions or expenses
     paid or incurred by the Company for and in the underwriting of, or
     otherwise in connection with, the issue thereof;  (II) to the extent that
     such issuance shall be for a consideration other than cash, then, except as
     herein otherwise expressly provided, the fair value of such consideration
     at the time of such issuance as determined in good faith by the Board of
     Directors, as evidenced by a certified resolution of the Board of Directors
     delivered to the holder of this Warrant Certificate setting forth such
     determination.  The consideration for any additional shares of Common Stock
     issuable pursuant to any Common Stock Equivalent shall be the consideration
     received by the Company for issuing such Common Stock Equivalent, plus the
     additional consideration payable to the Company upon the exercise,
     conversion or exchange of such Common Stock Equivalent.  In case of the
     issuance at any time of any additional shares of Common Stock or Common
     Stock Equivalent in payment or satisfaction of any dividend upon any class
     of stock other than Common Stock, the Company shall be deemed to have
     received for such additional shares of Common Stock or Common Stock
     Equivalent (which shall not be deemed to be a dividend payable in, or other
     distribution of, Common Stock under Section (c) above) consideration equal
     to the amount of such dividend so paid or satisfied.

               ii.  Upon the expiration of the right to convert, exchange or
     exercise any Common Stock Equivalent the issuance of which effected an
     adjustment in the Exercise Price, if any such Common Stock Equivalent shall
     not have been converted, exercised or exchanged, the number of shares of
     Common Stock deemed to be issued and outstanding 

                                      -6-
<PAGE>
 
     because they were issuable upon conversion, exchange or exercise of any
     such Common Stock Equivalent shall no longer be computed as set forth
     above, and the Exercise Price shall forthwith be readjusted and thereafter
     be the price which it would have been (but reflecting any other adjustments
     in the Exercise Price made pursuant to the provisions of subsection (d)
     after the issuance of such Common Stock Equivalent) had the adjustment of
     the Exercise Price made upon the issuance or sale of such Common Stock
     Equivalent been made on the basis of the issuance only of the number of
     additional shares of Common Stock actually issued upon exercise, conversion
     or exchange of such Common Stock Equivalent and thereupon only the number
     of additional shares of Common Stock actually so issued shall be deemed to
     have been issued and only the consideration actually received by the
     Company (computed as in subparagraph (i) of this paragraph (e)) shall be
     deemed to have been received by the Company.

               iii.  The number of shares of Common Stock at any time
     outstanding shall not include any shares thereof then directly or
     indirectly owned or held by or for the account of the Company or its wholly
     owned subsidiaries.

               iv.  For the purposes of this Section 3, the term "shares of
     Common Stock" shall mean shares of (i) the class of stock designated as the
     Common Stock at the date hereof or (ii) any other class of stock resulting
     from successive changes or reclassifications of such shares consisting
     solely of changes in par value, or from par value to no par value, or from
     no par value to par value.  If at any time, because of an adjustment
     pursuant to subsection (a), the Warrants shall entitle the holders to
     purchase any securities other than shares of Common Stock, thereafter the
     number of such other securities so purchasable upon exercise of each
     Warrant and the Exercise Price of such securities shall be subject to
     adjustment from time to time in a manner and on terms as nearly equivalent
     as practicable to the provisions with respect to the Common Stock contained
     in this Section 3.

          (g) Calculation of Exercise Price.  The Exercise Price in effect from
     time to time shall be calculated to four decimal places and rounded to the
     nearest thousandth.

     4.   NOTICE OF ADJUSTMENTS.  Whenever the Exercise Price or the number of
shares of Common Stock is required to be adjusted as provided in Section 3, the
Company shall forthwith compute the adjusted Exercise Price or the number of
shares of Common Stock issuable and shall prepare and mail to the holder hereof
a certificate setting forth such adjusted Exercise Price or such number of
shares of Common Stock, showing in reasonable detail the facts upon which the
adjustment is based.

                                      -7-
<PAGE>
 
     5.   VOLUNTARY REDUCTION. (a) The Company may at its option, but shall not
be obligated to, at any time during the term of the Warrants, reduce the then
current Exercise Price by any amount selected by the Board of Directors;
provided that if the Company elects so to reduce the then current Exercise
Price, such reduction shall be irrevocable during its effective period and
remain in effect for a minimum of 30 days following the date of such election,
after which time the Company may, at its option, reinstate the Exercise Price in
effect prior to such reduction. Whenever the Exercise Price is reduced, the
Company shall mail to the holder a notice of the reduction at least 30 days
before the date the reduced Exercise Price takes effect, stating the reduced
Exercise Price and the period for which such reduced Exercise Price will be in
effect.

          (b) The Company may make such decreases in the Exercise Price, in
addition to those required or allowed by this Section 5, as shall be determined
by it, as evidenced by a certified resolution of the Board of Directors
delivered to the holders, to be advisable to avoid or diminish any income tax to
the holder resulting from any dividend or distribution of stock or issuance of
rights or warrants to purchase or subscribe for stock or from any event treated
as such for income tax purposes.

     6.   NOTICES TO WARRANT HOLDERS.  In the event:

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

          (b) the Company shall declare any dividend (or any other distribution)
on the Common Stock, other than regular cash dividends; or

          (c) the Company shall authorize the granting to the holders of Common
Stock of rights or warrants to subscribe for or purchase any shares of any class
or series of capital stock; or

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

     then the Company shall cause to be sent to the holder hereof, at least 30
days prior to the applicable record date hereinafter specified, or promptly in
the case of events for which there is no record date, a written notice stating
(x) the date for the determination of the holders of record of 

                                      -8-
<PAGE>
 
shares of Common Stock (or other securities issuable upon the exercise of the
Warrants) entitled to receive any such dividends or other distribution, (y) the
initial expiration date set forth in any tender offer or exchange offer for
shares of Common Stock (or other securities issuable upon the exercise of the
Warrants), or (z) the date on which any of the events specified in subsections
(a)-(e) is expected to become effective or consummated, and the date as of which
it is expected that holders of record of shares of Common Stock (or other
securities issuable upon the exercise of the Warrants) shall be entitled to
exchange such shares for securities or other property, if any, deliverable upon
any such event. Failure to give such notice or any defect therein shall not
affect the legality or validity of any such event, or the vote upon any such
action.

     7.   REPORTS TO WARRANT HOLDERS.  The Company will cause to be delivered,
by first-class mail, postage prepaid, to the holder at such holder's address
appearing hereon, or such other address as the holder shall specify, a copy of
any reports delivered by the Company to the holders of Common Stock.

     8.   COVENANTS OF THE COMPANY.  The Company covenants and agrees that:

          (a) Until the Expiration Date, the Company shall at all times reserve
and keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued Common Stock (and other securities), for the purpose of
enabling it to satisfy any obligation to issue shares of Common Stock (and other
securities) upon the exercise of the Warrants, the number of shares of Common
Stock (and other securities) issuable upon the exercise of such Warrants.

          (b) The Company shall pay all expenses, taxes (other than stock
transfer taxes or charges) and other charges payable in connection with the
preparation, issuance and delivery of new warrant certificates on transfer of
the Warrants.

          (c) All Common Stock (and other securities) which may be issued upon
exercise of the Warrants shall upon issuance be validly issued, fully paid, non-
assessable and free from all preemptive rights and all taxes, liens and charges
with respect to the issuance thereof, and will not be subject to any
restrictions on voting or transfer thereof except as set forth in any
stockholders agreement.

          (d) All original issue taxes payable in respect of the issuance of
shares of Common Stock to the registered holder hereof upon the exercise of the
Warrants shall be borne by the Company; provided, that the Company shall not be
required to pay any tax or charge imposed in connection with any transfer
involved in the issuance of any certificate representing shares of Common Stock
(and other securities) in any name other than that of the registered holder
hereof, and in such case the Company shall not be required to issue or deliver
any certificate representing shares 

                                      -9-
<PAGE>
 
of Common Stock (and other securities) until such tax or other charge has been
paid or it has been established to the Company's satisfaction that no such tax
or charge is due.

     9.   NO RIGHTS AS STOCKHOLDER.  The holder of the Warrants shall not, by
virtue of holding such Warrants, be entitled to any rights of a stockholder of
the Company either at law or in equity, and the rights of the holder of the
Warrants are limited to those expressed herein.

     10.  NOTICES.  All notices provided for hereunder shall be in writing and
may be given by registered or certified mail, return receipt requested, telex,
telegram, telecopier, air courier guaranteeing overnight delivery of personal
delivery, if to the holder at the following address:

          Joint Energy Development Investments Limited Partnership
          c/o Enron Corp.
          1400 Smith Street
          Houston, Texas 77002
          Attention:  Donna Lowry, Director - 28th Floor
          Telecopier:  (713) 646-3602

                                      -10-
<PAGE>
 
     and, if to the Company:

          Southwest Royalties Holdings, Inc.
          409 N. Big Spring, Suite 300
          Midland, Texas 79701
          Attention:  President
          Telecopier:  (915) 688-0191

     11.  GOVERNING LAW.  This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to
principles of conflict of laws.

     12.  LOST, STOLEN, MUTILATED OR DESTROYED WARRANT CERTIFICATES.  Upon
receipt by the Company of evidence reasonably satisfactory to it of the
ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate, then, in the absence of notice to the Company that such Warrant
Certificate has been acquired by a bona fide purchaser, the Company shall
execute and deliver, in exchange for or in lieu of the lost, stolen, destroyed
or mutilated Warrant Certificate, a substitute Warrant Certificate of the same
tenor and evidencing a like number of Warrants.

     IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
executed this 14th day of October, 1997 by the undersigned, thereunto duly
authorized.

                              SOUTHWEST ROYALTIES HOLDINGS, INC.


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

                                      -11-
<PAGE>
 
                                   EXHIBIT A

                              ELECTION TO EXERCISE
     [To be executed on exercise of the Warrants evidenced by this Warrant
                                  Certificate]

TO:  Southwest Royalties Holdings, Inc.

     The undersigned, the holder of the Warrants evidenced by the attached
Warrant Certificate, hereby irrevocably elects to exercise Warrants and herewith
makes payment of________________________________________________________________
($________) representing the aggregate Exercise Price thereof, and requests that
the certificate representing the securities issuable hereunder be issued in the
name of _____________________ and delivered to _________________________________
______________________________________________________, whose address is
___________________________________________.                      .

     Dated:_________     ______________________________________________________

                         ______________________________________________________
                         Signature(s) of Registered Holder(s)

                         Note: The above signature(s) must correspond with the
                         name as written on the face of this Warrant Certificate
                         in every particular, without alteration or enlargement
                         or any change whatsoever.

                                      -12-
<PAGE>
 
                                 EXHIBIT B

                                 TRANSFER FORM
  [To be executed only upon transfer of the Warrants evidenced by this Warrant
                                  Certificate]

          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto ______________________________________________________  the
Warrants represented by the within Warrant Certificate, together with all right,
title and interest therein, and does hereby irrevocably constitute and appoint
_____________________________________ Attorney-in-Fact, to transfer same on the
books of the Company with full power of substitution in the premises.


     Dated:________      ______________________________________________________
                         Signature(s) of Registered Holder(s)

                         Note: The above signature(s) must correspond with the
                         name as written on the face of this Warrant Certificate
                         in every particular, without alteration or enlargement
                         or any change whatsoever.

WITNESS:

_________________________

                                      -13-