Exhibit 4.2



Number
Warrants
GSI  TECHNOLOGIES  USA,  INC.
(a  Delaware  Corporation)
WB




This  Warrant  Certificate  Certifies  That










or  registered  assigns,  is  the  registered  holder  of the number of Warrants
("Warrants")  set  forth  above.  Each  Warrant  Entitles  the holder thereof to
purchase from GSI Technolgies USA, Inc., a Delaware corporation (the "Company"),
subject  to  the  terms  and  conditions set forth in the Warrant Agreement, one
fully  paid  and non-assessable share of Class B common stock. $0.001 par value,
of  the  Company  (the  "Class B Common Stock") upon payment of $___, subject to
adjustments  (the  "Exercise  Price"), for each Warrant held, and any applicable
taxes paid either in cash or by certified or official bank check to the order of
the  Company,  and  upon  presentation and surrender of this Warrant Certificate
(with  the  instructions for the registration and delivery of the Class B Common
Stock  completed),  at  any  time  prior  to  midnight,  Pacific  Daylight Time,
_________, 20__, at the offices of the Company at Montreal, Quebec, Canada.  The
Exercise  Price and the number and type of securities received upon exercise are
subject  to  adjustment  in  certain  events  to  prevent  dilution.

The Company shall not be required to issue fractions of Warrants, Class B Common
Stock  or other securities upon the exercise of the Warrants, in the case of the
exercise  if  less  than all the Warrants represented hereby.  The Company shall
cancel  this Warrant Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrants Certificates of like tenor for the
balance  of  such  Warrant.

The  Company  shall  not  be obligated to deliver any securities pursuant to the
exercise  of  this  Warrant unless a registration statement under the Securities
Act  of  1933,  as  amended,  and under the applicable state securities law with
respect  to such securities is effective or there is an available exemption from
such  Federal  and  State  registration requirements.  This Warrant shall not be
exercisable  by  a  Registered  Holder in any state where such exercise would be
unlawful.

This  Warrant  shall  not be valid unless countersigned by the Companys transfer
Agent.

ADDITIONAL  PROVISIONS  OF  THIS  WARRANT  ARE  CONTAINED ON THE REVERSE HEREOF.

DATED:  ______________,  20__

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                           GSI TECHNOLOGIES USA, INC.


1. Protection Against Dilution. The Warrants may be subject to adjustment of the
exercise  price  in  certain  events,  such  as  stock  dividends, stock splits,
mergers,  sale  of substantially all of the Company's assets, and for such other
extraordinary  events as determined by the Board of Directors, and by increasing
or  decreasing  the  amount  of  Shares  subject to this Warrant as necessary to
protect  the  interests  of the Holder, generally, in the same proportion as the
increase  or  decrease  in additional shares of Class B Common Stock outstanding
after  such  transaction,  but  all  as  determined  by  the Board of Directors.

2. Exercise of Warrant. This Warrant may be exercised by the Holder, in whole at
any  time or in part from time to time prior to midnight, Pacific Daylight Time,
____________,  20__.

3.  METHOD  OF  EXERCISE.  The Warrant shall be exercisable by a written Form of
Exercise  signed  by an authorized representative of Holder or his assigns which
shall  (a)  state  Holder's  election to exercise the Warrant; (b) the person in
whose  name the certificate for such shares is to be registered, his address and
social  security  number; and (c) be delivered in person or by certified mail to
the  Company.

4.  Assignability  of  Warrant. The Warrant may be assigned or sold by Holder at
any time during the term of the Warrant by providing to Grantor a written notice
of  assignment  in  the  form  as  shown  below  on  this  certificate.

5.  Representations  and  Warranties of Grantor. Upon exercise of the Warrant in
full  by  holder or his assigns, the shares underlying the Warrant shall be free
and  clear  of  all  liens,  claims, charges and encumbrances. Grantor agrees to
indemnify  and hold harmless Holder in connection with any claim, loss damage or
expense,  including  attorneys'  fees, trial and appellate levels, in connection
with  any  breach  of  the  foregoing.

6.  Survival of Representations and Warranties. The representations, warranties,
covenants  and agreements set forth herein shall be continuous and shall survive
the  termination  of  this  agreement  or  any  part  thereof.

7.  Miscellaneous

     a)   Entire  Agreement.  This  Agreement  contains the entire understanding
          between  the  parties  hereto  with  respect  to  the  transactions
          contemplated hereby, and this Agreement supersedes in all respects all
          written  or  oral  understandings  and  agreements heretofore existing
          between  the  parties  hereto.

     b)   Counterparts.  This  Agreement  may  be  executed  in  one  or  more
          counterparts,  and  all such counterparts shall constitute one and the
          same  instrument.

     c)   Notices.  All notices, consents, requests, instructions, approvals and
          other  communications  provided  for herein and all legal process with
          regard  hereto  shall  be  in writing and shall be deemed to have been
          duly  given,  when delivered by hand or three (3) days after deposited
          into  the  United States mail, by registered or certified mail, return
          receipt  requested,  postage prepaid.

     d)   Additional  Documents.  At any time and from time to time, the parties
          hereto  shall  execute  such documents as are necessary to effect this
          Agreement.

     e)   Jurisdiction  Venue.  The  parties  to  this  Agreement  agree  that
          jurisdiction and venue shall properly lie in the State of Delaware, or
          in  the  United  States District Court for the State of Delaware, with
          respect  to  any  legal  proceedings  arising  from  this  Agreement.

     f)   Attorneys'  Fees. In the event any suit or legal proceeding is brought
          for  the  enforcement  of any of the provisions of this Agreement, the
          parties  hereto  agree  that  the prevailing party or parties shall be
          entitled to recover attorneys' fees, including attorneys' fees for any
          appeal,  and  costs  incurred  in  bringing  such  suit or proceeding.

     g)   Governing  Law.  This  agreement  has been negotiated and prepared and
          shall  be  performed  in  the  State  of  Delaware,  and the validity,
          construction  and  enforcement  of,  and  the  remedies  under.  this
          Agreement  shall  be governed in accordance with the laws of the State
          of  Delaware.


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                           GSI TECHNOLOGIES USA, INC.
                                FORM OF EXERCISE

Number  of  Warrants  Exercised

The  undersigned  hereby elects to exercise the right to purchase represented by
the  within  Warrant  for,  and  to  purchase
thereunder,__________ shares  of  the  stock  provided for therein, and requests
that  certificates  for  such  shares  be  issued  in  the  name  of:


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(Name  and  Social  Security  Number)

(Street  Address)

(State,  Zip  Code)

and if said number of shares shall not be all the shares purchasable thereunder,
that a new Warrant for the balance remaining of the shares purchasable under the
within Warrant be registered in the name of the undersigned Warrantholder or his
Assignee  as  below  indicated  and  delivered  to  the  address  stated  below.

Dated:  __________________,  20     .


(Name  of  Warrantholder  or  Assignee)


(Street  Address)


(City,  State,  Zip  Code)


(Signature  of  Warrantholder)


(Signature  of  Joint  Owner)


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                           GSI TECHNOLOGIES USA, INC.
                                   ASSIGNMENT

            (To Be Executed Only Upon the Assignment of the Warrant)

For  Value  Received,  the  undersigned hereby sells, assigns and transfers unto

(Name  and  Social  Security  Number)

(Street  Address)

(City,  State,  Zip  Code)

the  within  Warrant,  hereby  irrevocably  constituting  and  appointing

as his true and lawful attorney in fact to transfer said Warrant on the books of
the  Company,  with  full  power  of  substitution  in  the  premises.

Dated: ___________________,  20     .

Signature  Guaranteed:
                                                    (Signature of Warrantholder)


                                                      (Signature of Joint Owner)




Note:     The  above  signature  must  correspond with the name written upon the
face  of  this Warrant in every particular, without alteration or enlargement or
any  change  whatever  unless  this  Warrant  has  been  assigned.


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