EXHIBIT "B"

NEITHER  THIS  WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT 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  THE  REGISTRATION  REQUIREMENTS  THEREUNDER  AND  IN
COMPLIANCE  WITH  APPLICABLE  STATE  SECURITIES  OR  BLUE  SKY  LAWS.


                        _______________________________

                                DERMISONICS, INC.
                        _______________________________

                          COMMON STOCK PURCHASE WARRANT

Dated:  December 3, 2004

     DERMISONICS,  INC.,  a corporation organized and existing under the laws of
the  State of Nevada (the "Company"), hereby certifies that, for value received,
GARY  M. SCOTT or his registered assigns (the "Holder"), is entitled, subject to
the  terms  set  forth  below,  to  purchase  from  the Company up to a total of
2,400,000  shares  of  Common  Stock,  $0.01  par  value  per share (the "Common
Stock"), of the Company (each such share, a "Warrant Share" and all such shares,
the  "Warrant  Shares")  at  an  exercise price equal to $2.00 per Warrant Share
(hereinafter  this common stock purchase warrant is referred to as the "Warrant"
or  the  "Warrants").  The  Warrants shall vest and be exercisable in accordance
with  the  following  schedule: 675,000 Warrants shall be vested immediately, an
additional  575,000  Warrants  shall  vest  on  December 31, 2004, an additional
575,000  Warrants  shall  vest  on  March  31,  2005,  and the remaining 575,000
Warrants  shall  vest  on  June  30,  2005  (the "Vesting Schedule"), and may be
exercised  after  the Warrants vest through and including December 31, 2007 (the
"Expiration  Date").  This  Warrant is subject to the following additional terms
and  conditions:

     1.   Registration of Warrant; Registration of Transfers and Exchanges.
          ----------------------------------------------------------------

          (a)  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


                                Page 1 of Eight
<PAGE>
exercise  hereof  or any distribution to the Holder, and for all other purposes,
and  the  Company  shall  not  be  affected  by  notice  to  the  contrary.

          (b)  The  Company  shall  register the transfer of any portion of this
Warrant  in  the Warrant Register, upon surrender of this Warrant, with the Form
of  Assignment  attached hereto duly completed and signed, to the Company at its
address  for  notice specified in Section 10 along with an opinion of counsel to
the  Holder  reasonably acceptable to the Company that such transfer may be made
without  compliance  with  Federal  and  state  securities  laws.  Upon any such
registration  or  transfer,  a  new  warrant  to  purchase  Common  Stock,  in
substantially  the form of this Warrant (any such new warrant, a "New Warrant"),
evidencing  the  portion  of  this Warrant so transferred shall be issued to the
transferee  and  a  New Warrant evidencing the remaining portion of this Warrant
not  so  transferred,  if  any,  shall be issued to the transferring Holder. The
acceptance  of  the  New  Warrant  by the transferee thereof shall be deemed the
acceptance  of  such transferee of all of the rights and obligations of a holder
of  a  Warrant.

          (c)  This  Warrant  is  exchangeable, upon the surrender hereof by the
Holder  to  the  office  of  the  Company at its address for notice specified in
Section  10  for one or more New Warrants, evidencing in the aggregate the right
to  purchase the number of Warrant Shares which may then be purchased hereunder.
Any  such  New  Warrant  will  be  dated  the  date  of  such  exchange.

     2.   Duration, Exercise and Redemption of Warrants.
          ---------------------------------------------

          (a)  This Warrant shall be exercisable by the registered Holder on any
business  day before 5:00 P.M., New York City time, at any time and from time to
time  on  or  after the date hereof, in accordance with the Vesting Schedule, to
and  including  the  Expiration  Date.  At  5:00 P.M., New York City time on the
Expiration  Date,  the portion of this Warrant not exercised prior thereto shall
be  and  become  void  and  of no value. This Warrant shall be redeemable by the
Company  as  provided  in  Section  4,  below.

          (b)  Subject  to  Sections 1(c) and 5, upon surrender of this Warrant,
with the Form of Election to Purchase attached hereto duly completed and signed,
to  the  Company  at  its  address  for  notice set forth in Section 10 and upon
payment  of  the  Exercise Price multiplied by the number of Warrant Shares that
the  Holder  intends to purchase hereunder, in lawful money of the United States
of  America,  in  cash  or by certified or official bank check or checks, all as
specified  by  the Holder in the Form of Election to Purchase, the Company shall
promptly  (but  in  no  event  later  than three business days after the Date of
Exercise  (as  defined  herein))  issue  or  cause  to be issued and cause to be
delivered  to  or upon the written order of the Holder and in such name or names
as  the Holder may designate, a certificate for the Warrant Shares issuable upon
such  exercise. Any person so designated by the Holder to receive Warrant Shares


                                Page 2 of Eight
<PAGE>
shall  be  deemed to have become a holder of record of such Warrant Shares as of
the  Date  of  Exercise of this Warrant.  A "Date of Exercise" means the date on
which  the  Company shall have received (i) this Warrant (or any New Warrant, as
applicable),  with the Form of Election to Purchase attached hereto (or attached
to  such  New Warrant) appropriately completed and duly signed, and (ii) payment
of  the  Exercise  Price  for  the  number of Warrant Shares so indicated by the
holder  hereof  to  be  purchased.

          (c) This Warrant shall be exercisable, either in its entirety or, from
time to time, for a portion of the number of Warrant Shares. If less than all of
the  Warrant  Shares  which may be purchased under this Warrant are exercised at
any  time,  the Company shall issue or cause to be issued, at its expense, a New
Warrant  evidencing the right to purchase the remaining number of Warrant Shares
for  which  no  exercise  has  been  evidenced  by  this  Warrant.

     3.  Redemption  of  Warrant. The Warrants may be redeemed by the Company at
         -----------------------
any  time  on 30 day's written notice to the Holder at the last address therefor
as  it  shall  appear  upon the Warrant Register at a price of $0.01 per Warrant
commencing  immediately  after  the  Registration Date provided that the average
closing  bid price per share of Common Stock for the 30 trading days ending five
days  prior  to  the  date  of the redemption notice of the Warrants is at least
$20.00  per  share.

     4.  Payment  of  Taxes.  The  Company  will pay all documentary stamp taxes
         ------------------
attributable  to  the  issuance  of  Warrant  Shares  upon  the exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of  any certificates for Warrant Shares or Warrants in a name other than that of
the Holder, and the Company shall not be required to issue or cause to be issued
or  deliver  or cause to be delivered the certificates for Warrant Shares unless
or  until  the person or persons requesting the issuance thereof shall have paid
to  the  Company  the  amount  of  such  tax  or  shall  have established to the
satisfaction  of  the  Company  that such tax has been paid. The Holder shall be
responsible for all other tax liability that may arise as a result of holding or
transferring  this  Warrant  or  receiving  Warrant Shares upon exercise hereof.

     5.  Replacement  of  Warrant. If this Warrant is mutilated, lost, stolen or
         ------------------------
destroyed,  the  Company  shall  issue  or  cause  to  be issued in exchange and
substitution  for  and  upon cancellation hereof, or in lieu of and substitution
for  this  Warrant,  a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
reasonably  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall  also  comply  with  such  other reasonable regulations and
procedures  and  pay such other reasonable charges as the Company may prescribe.

     6. Reservation of Warrant Shares. The Company covenants that it will at all
        -----------------------------
times  reserve  and  keep  available  out of the aggregate of its authorized but
unissued


                                Page 3 of Eight
<PAGE>
Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise  of this Warrant as herein provided, the number of Warrant Shares which
are then issuable and deliverable upon the exercise of this entire Warrant, free
from preemptive rights or any other actual contingent purchase rights of persons
other  than the Holders (taking into account the adjustments and restrictions of
Section  7).  The  Company  covenants  that  all Warrant Shares that shall be so
issuable  and deliverable shall, upon issuance and the payment of the applicable
Exercise  Price  in  accordance  with  the  terms  hereof,  be  duly and validly
authorized,  issued  and  fully  paid  and  nonassessable.

     7.  Certain  Adjustments.  The  Exercise Price and number of Warrant Shares
         --------------------
issuable  upon  exercise  of this Warrant are subject to adjustment from time to
time  as  set forth in this Section 7. Upon each such adjustment of the Exercise
Price  pursuant  to  this  Section  7,  the Holder shall thereafter prior to the
Expiration  Date  be  entitled to purchase, at the Exercise Price resulting from
such  adjustment,  the  number  of  Warrant  Shares  obtained by multiplying the
Exercise  Price  in effect immediately prior to such adjustment by the number of
Warrant  Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such  adjustment.

          (a) If the Company, at any time while this Warrant is outstanding, (i)
shall  pay a stock dividend or otherwise make a distribution or distributions on
shares  of  its Common Stock (as defined below) or on any other class of capital
stock  (and  not  the  Common  Stock)  payable  in  shares of Common Stock, (ii)
subdivide  outstanding shares of Common Stock into a larger number of shares, or
(iii)  combine  outstanding  shares  of  Common  Stock  into a smaller number of
shares,  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 before such event and of which the denominator shall
be  the  number  of  shares  of Common Stock (excluding treasury shares, if any)
outstanding after such event. Any adjustment made pursuant to this Section 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 or
combination,  and  shall  apply  to  successive  subdivisions  and combinations.

          (b)  In  case  of  any  reclassification  of  the  Common  Stock,  any
consolidation  or merger of the Company with or into another person, the sale or
transfer  of  all or substantially all of the assets of the Company in which the
consideration  therefor  is  equity  or  equity  equivalent  securities  or  any
compulsory  share  exchange pursuant to which the Common Stock is converted into
other securities or property, then the Holder shall have the right thereafter to
exercise  this  Warrant  only  into the shares of stock and other securities and
property  receivable  upon  or  deemed  to  be  held  by holders of Common Stock
following  such reclassification, consolidation, merger, sale, transfer or share
exchange,  and  the  Holder  shall  be  entitled  upon  such


                                Page 4 of Eight
<PAGE>
event to receive such amount of securities or property of the Company's business
combination partner equal to the amount of Warrant Shares such Holder would have
been  entitled  to  had  such Holder exercised this Warrant immediately prior to
such  reclassification, consolidation, merger, sale, transfer or share exchange.
The  terms  of  any such consolidation, merger, sale, transfer or share exchange
shall  include  such  terms so as to continue to give to the Holder the right to
receive  the  securities  or  property  set  forth in this Section 7(b) upon any
exercise  following  any  such  reclassification,  consolidation,  merger, sale,
transfer  or  share  exchange.

          (c)  If  the  Company,  at any time while this Warrant is outstanding,
shall  distribute  to  all  holders  of Common Stock (and not to holders of this
Warrant)  evidences  of  its  indebtedness  or  assets  or rights or warrants to
subscribe  for or purchase any security (excluding those referred to in Sections
7(a),  (b)  and  (d)),  then  in  each  such  case  the  Exercise Price shall be
determined  by multiplying the Exercise Price in effect immediately prior to the
record  date  fixed  for  determination of stockholders entitled to receive such
distribution  by a fraction of which the denominator shall be the Exercise Price
determined  as  of  the  record date mentioned above, and of which the numerator
shall be such Exercise Price on such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
a  nationally  recognized  or  major regional investment banking firm or firm of
independent  certified  public accountants of recognized standing (which, in all
events,  may be the firm that regularly examines the financial statements of the
Company)  (an  "Appraiser")  mutually selected in good faith by the holders of a
majority  in  interest  of  the  Warrants  then outstanding and the Company. Any
determination  made  by  the  Appraiser  shall  be  final.

          (d)  If,  at  any  time while this Warrant is outstanding, the Company
shall  issue  or  cause  to be issued rights or warrants to acquire or otherwise
sell  or  distribute shares of Common Stock to all holders of Common Stock for a
consideration  per  share  less  than  the  Exercise Price then in effect, then,
forthwith  upon  such  issue or sale, the Exercise Price shall be reduced to the
price  (calculated  to  the  nearest  cent) determined by dividing (i) an amount
equal  to  the  sum  of  (A)  the  number  of shares of Common Stock outstanding
immediately  prior  to  such issue or sale multiplied by the Exercise Price, and
(B)  the  consideration, if any, received or receivable by the Company upon such
issue  or  sale  by  (ii) the total number of shares of Common Stock outstanding
immediately  after  such  issue  or  sale.

          (e)  For  the  purposes of this Section 7, the following clauses shall
also  be  applicable:

               (i)  Record  Date. In case the Company shall take a record of the
                    ------------
holders  of  its Common Stock for the purpose of entitling the holders of Common
Stock (A) to receive a dividend or other distribution payable in Common Stock or
in  securities


                                Page 5 of Eight
<PAGE>
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or  purchase  Common Stock or securities convertible or exchangeable into shares
of  Common  Stock,  then  such record date shall be deemed to be the date of the
issue  or  sale of the shares of Common Stock deemed to have been issued or sold
upon  the  declaration of such dividend or the making of such other distribution
or  the  date  of the granting of such right of subscription or purchase, as the
case  may  be.

               (ii)  Treasury  Shares.  The  number  of  shares  of Common Stock
                     ----------------
outstanding  at  any given time shall not include shares owned or held by or for
the  account  of  the  Company,  and the disposition of any such shares shall be
considered  an  issue  or  sale  of  Common  Stock.

          (f) All calculations under this Section 7 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be.

          (g)  If:

               (i)  the  Company  shall  declare  a  dividend  (or  any  other
                    distribution)  on  its  Common  Stock;  or

               (ii) the  Company  shall  declare  a  special  nonrecurring  cash
                    dividend  on  or  a  redemption  of  its  Common  Stock;  or

              (iii) 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;  or

               (iv) the  approval  of  any  stockholders of the Company shall be
                    required  in  connection  with  any  reclassification of the
                    Common  Stock of the Company, 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

               (v)  the  Company  shall  authorize  the  voluntary  dissolution,
                    liquidation  or  winding  up  of the affairs of the Company;

then the Company shall cause to be mailed to each Holder at their last addresses
as  they shall appear upon the Warrant Register, at least 30 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 Common Stock of record to be
entitled  to  such  dividend,  distributions,  redemption,


                                Page 6 of Eight
<PAGE>
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  Common  Stock  of  record shall be entitled to exchange their
shares  of  Common Stock for securities, cash or other property deliverable upon
such  reclassification,  consolidation,  merger, sale, transfer, share exchange,
dissolution,  liquidation  or winding up; provided, however, 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.

     8.  Payment  of  Exercise  Price.  The  Holder may exercise this Warrant by
         ----------------------------
tendering  to  the Company cash or certified or official bank check or checks in
an  amount  calculated by multiplying the Exercise Price per share by the number
of  Warrant  Shares  the  Holder  desires  to  purchase.

     9.  Fractional  Shares. The Company shall not be required to issue or cause
         ------------------
to  be  issued  fractional  Warrant  Shares on the exercise of this Warrant. The
number  of full Warrant Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares
purchasable  on  exercise  of  this  Warrant  so presented. If any fraction of a
Warrant Share would, except for the provisions of this Section 9, be issuable on
the  exercise  of  this  Warrant,  the  Company shall, at its option, (i) pay an
amount  in  cash equal to the Exercise Price multiplied by such fraction or (ii)
round  the  number  of  Warrant  Shares  issuable,  up to the next whole number.

     10.  Notices.  Any  and  all  notices or other communications or deliveries
          -------
hereunder  shall  be  in  writing and shall be deemed given and effective on the
earliest  of  (i)  the  date of transmission, if such notice or communication is
delivered  via  facsimile  at  the  facsimile telephone number specified in this
Section,  (ii)  the  business  day  following  the  date  of mailing, if sent by
internationally  recognized  overnight  courier  service,  or  (iii) upon actual
receipt  by the party to whom such notice is required to be given. The addresses
for  such  communications  shall  be:

     If to the Company:  DERMISONICS, INC.
                         c/o Bruce H. Haglund
                         2 Park Plaza, Suite 450
                         Irvine, California  92164
                         Facsimile Number: (949) 733-1188

     If to the Holder:.  Gary M. Scott
                         Schumannstrasse 1
                         81679 Munich, Germany
                         Facsimile Number: +49-89-2303-7214


                                Page 7 of Eight
<PAGE>
Either party may change the address and facsimile number to which notices are to
be  sent by delivering notice to the other party in accordance with this Section
10.

     11.  Warrant  Agent.
          --------------

          (a)  The Company shall serve as warrant agent under this Warrant. Upon
30 days' notice to the Holder, the Company may appoint a new warrant agent.

          (b)  Any  corporation  into which the Company or any new warrant agent
may  be  merged or any corporation resulting from any consolidation to which the
Company  or  any  new warrant agent shall be a party or any corporation to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate  trust  or shareholders services business shall be a successor warrant
agent  under  this  Warrant  without any further act. Any such successor warrant
agent  shall  promptly  cause  notice  of  its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address  as  shown  on  the  Warrant  Register.

     12.  Miscellaneous.
          -------------

          (a)  This  Warrant shall be binding on and inure to the benefit of the
parties  hereto  and  their  respective  successors  and permitted assigns. This
Warrant  may  be  amended  only in writing signed by the Company and the Holder.

          (b)  Subject to Section 12(a), above, nothing in this Warrant shall be
construed  to  give  to any person or corporation other than the Company and the
Holder  any  legal  or equitable right, remedy or cause under this Warrant; this
Warrant  shall  be  for  the  sole  and exclusive benefit of the Company and the
Holder.

          (c)  This  Warrant  shall be governed by and construed and enforced in
accordance  with  the internal laws of the State of Nevada without regard to the
principles  of  conflicts  of  law  thereof.

          (d)  The headings herein are for convenience only, do not constitute a
part  of  this  Warrant  and  shall  not be deemed to limit or affect any of the
provisions  hereof.

          (e) In case any one or more of the provisions of this Warrant shall be
invalid  or unenforceable in any respect, the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or  impaired  thereby and the parties will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be  a  commercially reasonable
substitute  therefor,  and  upon  so agreeing, shall incorporate such substitute
provision  in  this  Warrant.


                                Page 8 of Eight
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by  its  authorized  officer  as  of  the  date  first  indicated  above.

                                              DERMISONICS, INC.


                                              By:
                                                 -------------------------------

                                              Name:
                                                   -----------------------------

                                              Title:
                                                    ----------------------------


                                Page 9 of Eight
<PAGE>
                          FORM OF ELECTION TO PURCHASE

        (To be executed by the Holder to exercise the right to purchase
              shares of Common Stock under the foregoing Warrant)

To:  DERMISONICS, INC.:

     In  accordance  with  the  Warrant  enclosed  with this Form of Election to
Purchase,  the  undersigned  hereby  irrevocably  elects to purchase ___________
shares  of  Common  Stock  ("Common  Stock"),  $0.01  par  value  per  share, of
DERMISONICS,  INC.  and  encloses  herewith  $________  in  cash or certified or
official bank check or checks, which sum represents the aggregate Exercise Price
(as  defined  in  the Warrant) for the number of shares of Common Stock to which
this  Form  of  Election to Purchase relates, together with any applicable taxes
payable  by  the  undersigned  pursuant  to  the  Warrant.

     The  undersigned  requests that certificates for the shares of Common Stock
issuable  upon  this  exercise  be  issued  in  the  name  of

Print name and address:
                                    --------------------------------------------

                                    --------------------------------------------

                                    --------------------------------------------

                                    --------------------------------------------

Print social security or
tax identification number:
                                    --------------------------------------------


     If  the  number of shares of Common Stock issuable upon this exercise shall
not  be  all  of the shares of Common Stock which the undersigned is entitled to
purchase  in accordance with the enclosed Warrant, the undersigned requests that
a  New  Warrant (as defined in the Warrant) evidencing the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued  in  the  name  of  and  delivered  to:

Print name and address:
                                    --------------------------------------------

                                    --------------------------------------------

                                    --------------------------------------------

                                    --------------------------------------------


<PAGE>
Dated:                    Name  of  Holder:
      ------------                            ----------------------------------

                          Signature:
                                              ----------------------------------

                          By  (if  entity):
                                              ----------------------------------

                          Name  (if  entity):
                                              ----------------------------------

                          Title  (if  entity):
                                              ----------------------------------

                          (Signature  must  conform  in  all respects to name of
                          holder as specified on the face of the Warrant)


<PAGE>
           [To be completed and signed only upon transfer of Warrant]

     FOR  VALUE  RECEIVED,  the  undersigned hereby sells, assigns and transfers
Unto____________________________________________________________________________
the  right  represented  by  the  within  Warrant  to  purchase ________________
shares  of Common Stock of DERMISONICS, INC. to which the within Warrant relates
and  appoints the Secretary of DERMISONICS, INC. attorney to transfer said right
on  the  books  of  DERMISONICS,  INC.  with  full  power of substitution in the
premises.

Dated:                    Name  of  Holder:
      ------------                            ----------------------------------

                          Signature:
                                              ----------------------------------

                          By  (if  entity):
                                              ----------------------------------

                          Name  (if  entity):
                                              ----------------------------------

                          Title  (if  entity):
                                              ----------------------------------

                          (Signature  must  conform  in  all respects to name of
                          holder as specified on the face of the Warrant)



Name and Address of Transferee:
                                              ----------------------------------

                                              ----------------------------------

                                              ----------------------------------


In  the  presence  of:


---------------------------------------
<PAGE>