Exhibit
        4.5

      


      THE
        SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES
        HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS
        AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K), OR (III)
        THE
        COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
        THAT
        SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
        ACT
        OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

      


      SUBJECT
        TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER
        5:00
        P.M. EASTERN TIME ON DECEMBER 28, 2006 (THE “EXPIRATION DATE”).

      


      No.
        CB-1

      


      


      TRIANGLE
        PETROLEUM CORPORATION

      


      WARRANT
        TO PURCHASE 312,500 SHARES OF

      COMMON
        STOCK, PAR VALUE $0.00001 PER SHARE

      


      For
        VALUE
        RECEIVED, Bank Sal. Oppenheim jr. & Cie., (Schweiz) AG (“Warrantholder”), is
        entitled to purchase, subject to the provisions of this Warrant, from Triangle
        Petroleum Corporation, a Nevada corporation (“Company”), at any time not later
        than 5:00 P.M., Eastern time, on the Expiration Date (as defined above),
        at an
        exercise price per share equal to $5.00 (the exercise price in effect being
        herein called the “Warrant Price”), 312,500 shares (“Warrant Shares”) of the
        Company’s Common Stock, par value $0.00001 per share (“Common Stock”). The
        number of Warrant Shares purchasable upon exercise of this Warrant and the
        Warrant Price shall be subject to adjustment from time to time as described
        herein.

      


      Section
        1. Registration.
        The
        Company shall maintain books for the transfer and registration of the Warrant.
        Upon the initial issuance of this Warrant, the Company shall issue and register
        the Warrant in the name of the Warrantholder.

      


      Section
        2. Transfers.
        As
        provided herein, this Warrant may be transferred only pursuant to a registration
        statement filed under the Securities Act of 1933, as amended (the “Securities
        Act”), or an exemption from such registration. Subject to such restrictions,
        the
        Company shall transfer this Warrant from time to time upon the books to be
        maintained by the Company for that purpose, upon surrender thereof for transfer
        properly endorsed or accompanied by appropriate instructions for transfer
        and
        such other documents as may be reasonably required by the Company, including,
        if
        required by the Company, an opinion of its counsel to the effect that such
        transfer is exempt from the registration requirements of the Securities Act,
        to
        establish that such transfer is being made in accordance with the terms hereof,
        and a new Warrant shall be issued to the transferee and the surrendered Warrant
        shall be canceled by the Company.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Section
        3. Exercise
        of Warrant.
        Subject
        to the provisions hereof, the Warrantholder may exercise this Warrant in
        whole
        or in part at any time prior to its expiration upon surrender of the Warrant,
        together with delivery of the duly executed Warrant exercise form attached
        hereto as Appendix A (the “Exercise Agreement”) and payment by cash, certified
        check or wire transfer of funds (or,
        in
        certain circumstances, by cash-less exercise as provided below) for
        the
        aggregate Warrant Price for that number of Warrant Shares then being purchased,
        to the Company during normal business hours on any business day at the Company’s
        principal executive offices (or such other office or agency of the Company
        as it
        may designate by notice to the Warrantholder). The Warrant Shares so purchased
        shall be deemed to be issued to the Warrantholder or the Warrantholder’s
        designee, as the record owner of such shares, as of the close of business
        on the
        date on which this Warrant shall have been surrendered (or evidence of loss,
        theft or destruction thereof and security or indemnity satisfactory to the
        Company), the Warrant Price shall have been paid and the completed Exercise
        Agreement shall have been delivered. Certificates for the Warrant Shares
        so
        purchased, representing the aggregate number of shares specified in the Exercise
        Agreement, shall be delivered to the Warrantholder within a reasonable time,
        not
        exceeding three (3) business days, after this Warrant shall have been so
        exercised. The certificates so delivered shall be in such denominations as
        may
        be requested by the Warrantholder and shall be registered in the name of
        the
        Warrantholder or such other name as shall be designated by the Warrantholder.
        If
        this Warrant shall have been exercised only in part, then, unless this Warrant
        has expired, the Company shall, at its expense, at the time of delivery of
        such
        certificates, deliver to the Warrantholder a new Warrant representing the
        number
        of shares with respect to which this Warrant shall not then have been exercised.
        As used herein, “business day” means a day, other than a Saturday or Sunday, on
        which banks in New York City are open for the general transaction of business.
        Each exercise hereof shall constitute the re-affirmation by the Warrantholder
        that the representations and warranties contained in Section 5 of the Purchase
        Agreement (as defined below) are true and correct in all material respects
        with
        respect to the Warrantholder as of the time of such exercise.

      


      Section
        4. Compliance
        with the Securities Act of 1933.
        Except
        as provided in the Purchase Agreement (as defined below), the Company may
        cause
        the legend set forth on the first page of this Warrant to be set forth on
        each
        Warrant or similar legend on any security issued or issuable upon exercise
        of
        this Warrant, unless counsel for the Company is of the opinion as to any
        such
        security that such legend is unnecessary.

      


      Section
        5. Payment
        of Taxes.
        The
        Company will pay any documentary stamp taxes attributable to the initial
        issuance of Warrant Shares issuable upon the exercise of the Warrant; provided,
        however, that the Company shall not be required to pay any tax or taxes which
        may be payable in respect of any transfer involved in the issuance or delivery
        of any certificates for Warrant Shares in a name other than that of the
        Warrantholder in respect of which such shares are issued, and in such case,
        the
        Company shall not be required to issue or deliver any certificate for Warrant
        Shares or any Warrant until the person requesting the same has paid to the
        Company the amount of such tax or has established to the Company’s reasonable
        satisfaction that such tax has been paid. The Warrantholder shall be responsible
        for income taxes due under federal, state or other law, if any such tax is
        due.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      Section
        6. Mutilated
        or Missing Warrants.
        In case
        this Warrant shall be mutilated, lost, stolen, or destroyed, the Company
        shall
        issue in exchange and substitution of and upon cancellation of the mutilated
        Warrant, or in lieu of and substitution for the Warrant lost, stolen or
        destroyed, a new Warrant of like tenor and for the purchase of a like number
        of
        Warrant Shares, but only upon receipt of evidence reasonably satisfactory
        to the
        Company of such loss, theft or destruction of the Warrant, and with respect
        to a
        lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect
        thereto, if requested by the Company.

      


      Section
        7. Reservation
        of Common Stock.
        The
        Company hereby represents and warrants that there have been reserved, and
        the
        Company shall at all applicable times keep reserved until issued (if necessary)
        as contemplated by this Section 7, out of the authorized and unissued shares
        of
        Common Stock, sufficient shares to provide for the exercise of the rights
        of
        purchase represented by this Warrant. The Company agrees that all Warrant
        Shares
        issued upon due exercise of the Warrant shall be, at the time of delivery
        of the
        certificates for such Warrant Shares, duly authorized, validly issued, fully
        paid and non-assessable shares of Common Stock of the Company.

      


      Section
        8. Adjustments.
        Subject
        and pursuant to the provisions of this Section 8, unless waived in a particular
        case by the Warrantholder, the Warrant Price and number of Warrant Shares
        subject to this Warrant shall be subject to adjustment from time to time
        as set
        forth hereinafter.

      


      (a) If
        the
        Company shall, at any time or from time to time while this Warrant is
        outstanding, pay a dividend or make a distribution on its Common Stock in
        shares
        of Common Stock, subdivide its outstanding shares of Common Stock into a
        greater
        number of shares or combine its outstanding shares of Common Stock into a
        smaller number of shares or issue by reclassification of its outstanding
        shares
        of Common Stock any shares of its capital stock (including any such
        reclassification in connection with a consolidation or merger in which the
        Company is the continuing corporation), then the number of Warrant Shares
        purchasable upon exercise of the Warrant and the Warrant Price in effect
        immediately prior to the date upon which such change shall become effective,
        shall be adjusted by the Company so that the Warrantholder thereafter exercising
        the Warrant shall be entitled to receive the number of shares of Common Stock
        or
        other capital stock which the Warrantholder would have received if the Warrant
        had been exercised immediately prior to such event upon payment of a Warrant
        Price that has been adjusted to reflect a fair allocation of the economics
        of
        such event to the Warrantholder. Such adjustments shall be made successively
        whenever any event listed above shall occur.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      (b) If
        any
        capital reorganization, reclassification of the capital stock of the Company,
        consolidation or merger of the Company with another corporation in which
        the
        Company is not the survivor, or sale, transfer or other disposition of all
        or
        substantially all of the Company’s assets to another corporation shall be
        effected, then, as a condition of such reorganization, reclassification,
        consolidation, merger, sale, transfer or other disposition, lawful and adequate
        provision shall be made whereby each Warrantholder shall thereafter have
        the
        right to purchase and receive upon the basis and upon the terms and conditions
        herein specified and in lieu of the Warrant Shares immediately theretofore
        issuable upon exercise of the Warrant, such shares of stock, securities or
        assets as would have been issuable or payable with respect to or in exchange
        for
        a number of Warrant Shares equal to the number of Warrant Shares immediately
        theretofore issuable upon exercise of the Warrant, had such reorganization,
        reclassification, consolidation, merger, sale, transfer or other disposition
        not
        taken place, and in any such case appropriate provision shall be made with
        respect to the rights and interests of each Warrantholder to the end that
        the
        provisions hereof (including, without limitation, provision for adjustment
        of
        the Warrant Price) shall thereafter be applicable, as nearly equivalent as
        may
        be practicable in relation to any shares of stock, securities or assets
        thereafter deliverable upon the exercise hereof. The Company shall not effect
        any such consolidation, merger, sale, transfer or other disposition unless
        prior
        to or simultaneously with the consummation thereof the successor corporation
        (if
        other than the Company) resulting from such consolidation or merger, or the
        corporation purchasing or otherwise acquiring such assets or other appropriate
        corporation or entity shall assume the obligation to deliver to the
        Warrantholder, at the last address of the Warrantholder appearing on the
        books
        of the Company, such shares of stock, securities or assets as, in accordance
        with the foregoing provisions, the Warrantholder may be entitled to purchase,
        and the other obligations under this Warrant. The provisions of this paragraph
        (b) shall similarly apply to successive reorganizations, reclassifications,
        consolidations, mergers, sales, transfers or other dispositions.

      


      (c) In
        case
        the Company shall fix a payment date for the making of a distribution to
        all
        holders of Common Stock (including any such distribution made in connection
        with
        a consolidation or merger in which the Company is the continuing corporation)
        of
        evidences of indebtedness or assets (other than cash dividends or cash
        distributions payable out of consolidated earnings or earned surplus or
        dividends or distributions referred to in Section 8(a)), or subscription
        rights
        or warrants, the Warrant Price to be in effect after such payment date shall
        be
        determined by multiplying the Warrant Price in effect immediately prior to
        such
        payment date by a fraction, the numerator of which shall be the total number
        of
        shares of Common Stock outstanding multiplied by the Market Price (as defined
        below) per share of Common Stock immediately prior to such payment date,
        less
        the fair market value (as determined by the Company’s Board of Directors in good
        faith) of said assets or evidences of indebtedness so distributed, or of
        such
        subscription rights or warrants, and the denominator of which shall be the
        total
        number of shares of Common Stock outstanding multiplied by such Market Price
        per
        share of Common Stock immediately prior to such payment date. “Market Price” as
        of a particular date (the “Valuation Date”) shall mean the following: (a) if the
        Common Stock is then listed on a national stock exchange, the closing sale
        price
        of one share of Common Stock on such exchange on the last trading day prior
        to
        the Valuation Date; (b) if the Common Stock is then quoted on The Nasdaq
        Stock
        Market, Inc. (“Nasdaq”), the National Association of Securities Dealers, Inc.
        OTC Bulletin Board (the “Bulletin Board”) or such similar exchange or
        association, the closing sale price of one share of Common Stock on Nasdaq,
        the
        Bulletin Board or such other exchange or association on the last trading
        day
        prior to the Valuation Date or, if no such closing sale price is available,
        the
        average of the high bid and the low asked price quoted thereon on the last
        trading day prior to the Valuation Date; or (c) if the Common Stock is not
        then
        listed on a national stock exchange or quoted on Nasdaq, the Bulletin Board
        or
        such other exchange or association, the fair market value of one share of
        Common
        Stock as of the Valuation Date, shall be determined in good faith by the
        Board
        of Directors of the Company and the Warrantholder. If the Common Stock is
        not
        then listed on a national securities exchange, the Bulletin Board or such
        other
        exchange or association, the Board of Directors of the Company shall respond
        promptly, in writing, to an inquiry by the Warrantholder prior to the exercise
        hereunder as to the fair market value of a share of Common Stock as determined
        by the Board of Directors of the Company. In the event that the Board of
        Directors of the Company and the Warrantholder are unable to agree upon the
        fair
        market value in respect of subpart (c) hereof, the Company and the Warrantholder
        shall jointly select an appraiser, who is experienced in such matters. The
        decision of such appraiser shall be final and conclusive, and the cost of
        such
        appraiser shall be borne equally by the Company and the Warrantholder. Such
        adjustment shall be made successively whenever such a payment date is
        fixed.

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      (d) An
        adjustment to the Warrant Price shall become effective immediately after
        the
        payment date in the case of each dividend or distribution and immediately
        after
        the effective date of each other event which requires an
        adjustment.

      


      (e) In
        the
        event that, as a result of an adjustment made pursuant to this Section 8,
        the
        Warrantholder shall become entitled to receive any shares of capital stock
        of
        the Company other than shares of Common Stock, the number of such other shares
        so receivable upon exercise of this Warrant shall be subject thereafter to
        adjustment from time to time in a manner and on terms as nearly equivalent
        as
        practicable to the provisions with respect to the Warrant Shares contained
        in
        this Warrant.

      Section
        9. Fractional
        Interest.
        The
        Company shall not be required to issue fractions of Warrant Shares upon the
        exercise of this Warrant. If any fractional share of Common Stock would,
        except
        for the provisions of the first sentence of this Section 9, be deliverable
        upon
        such exercise, the Company, in lieu of delivering such fractional share,
        shall
        pay to the exercising Warrantholder an amount in cash equal to the Market
        Price
        of such fractional share of Common Stock on the date of exercise.

      


      Section
        10. Extension
        of Expiration Date.
        If the
        Company fails to cause any Registration Statement covering Registrable
        Securities (unless otherwise defined herein, capitalized terms are as defined
        in
        the Registration Rights Agreement relating to the Warrant Shares (the
“Registration Rights Agreement”)) to be declared effective prior to the
        applicable dates set forth therein, or if any of the events specified in
        Section
        2(c)(ii) of the Registration Rights Agreement occurs, and the Blackout Period
        (whether alone, or in combination with any other Blackout Period) continues
        for
        more than 60 days in any 12 month period, or for more than a total of 90
        days,
        then the Expiration Date of this Warrant shall be extended one day for each
        day
        beyond the 60-day or 90-day limits, as the case may be, that the Blackout
        Period
        continues.

      


      Section
        11. Benefits.
        Nothing
        in this Warrant shall be construed to give any person, firm or corporation
        (other than the Company and the Warrantholder) any legal or equitable right,
        remedy or claim, it being agreed that this Warrant shall be for the sole
        and
        exclusive benefit of the Company and the Warrantholder.

      


      Section
        12. Notices
        to Warrantholder.
        Upon
        the happening of any event requiring an adjustment of the Warrant Price,
        the
        Company shall promptly give written notice thereof to the Warrantholder at
        the
        address appearing in the records of the Company, stating the adjusted Warrant
        Price and the adjusted number of Warrant Shares resulting from such event
        and
        setting forth in reasonable detail the method of calculation and the facts
        upon
        which such calculation is based. Failure to give such notice to the
        Warrantholder or any defect therein shall not affect the legality or validity
        of
        the subject adjustment.

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      Section
        13. Identity
        of Transfer Agent.
        The
        Transfer Agent for the Common Stock is Pacific Stock Transfer Company. Upon
        the
        appointment of any subsequent transfer agent for the Common Stock or other
        shares of the Company’s capital stock issuable upon the exercise of the rights
        of purchase represented by the Warrant, the Company will mail to the
        Warrantholder a statement setting forth the name and address of such transfer
        agent.

      


      Section
        14. Notices.
        Unless
        otherwise provided, any notice required or permitted under this Warrant shall
        be
        given in writing and shall be deemed effectively given as hereinafter described
        (i) if given by personal delivery, then such notice shall be deemed given
        upon
        such delivery, (ii) if given by telex or facsimile, then such notice shall
        be
        deemed given upon receipt of confirmation of complete transmittal, (iii)
        if
        given by mail, then such notice shall be deemed given upon the earlier of
        (A)
        receipt of such notice by the recipient or (B) three days after such notice
        is
        deposited in first class mail, postage prepaid, and (iv) if given by an
        internationally recognized overnight air courier, then such notice shall
        be
        deemed given one business day after delivery to such carrier. All notices
        shall
        be addressed as follows: if to the Warrantholder, at its address as set forth
        in
        the Company’s books and records and, if to the Company, at the address as
        follows, or at such other address as the Warrantholder or the Company may
        designate by ten days’ advance written notice to the other:

      


      If
        to the
        Company:

      


      Mr.
        Mark
        Gustafson

      Triangle
        Petroleum Corporation

      Suite
        1110, 521-3rd Avenue SW

      Calgary,
        Alberta T2P
        3T3 

      Fax: (403)
        269-3537

      


      With
        a
        copy to:

      


      Sichenzia
        Ross Friedman Ference LLP

      1065
        Avenue of the Americas

      New
        York,
        New York 10010 

      Attention:
        Thomas A. Rose, Esq.

      Fax:
        (212) 930-9725


      


      Section
        15. Registration
        Rights.
        The
        initial Warrantholder is entitled to the benefit of certain registration
        rights
        with respect to the shares of Common Stock issuable upon the exercise of
        this
        Warrant as provided in the Registration Rights Agreement, and any subsequent
        Warrantholder may be entitled to such rights.

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      Section
        16. Successors.
        All the
        covenants and provisions hereof by or for the benefit of the Warrantholder
        shall
        bind and inure to the benefit of its respective successors and assigns
        hereunder. 

      


      Section
        17. Governing
        Law; Consent to Jurisdiction; Waiver of Jury Trial.
        This
        Warrant shall be governed by, and construed in accordance with, the internal
        laws of the State of Nevada, without reference to the choice of law provisions
        thereof. The Company and, by accepting this Warrant, the Warrantholder, each
        irrevocably submits to the exclusive jurisdiction of the courts of the State
        of
        Nevada located in Nevada and the United States District Court situated therein
        for the purpose of any suit, action, proceeding or judgment relating to or
        arising out of this Warrant and the transactions contemplated hereby. Service
        of
        process in connection with any such suit, action or proceeding may be served
        on
        each party hereto anywhere in the world by the same methods as are specified
        for
        the giving of notices under this Warrant. The Company and, by accepting this
        Warrant, the Warrantholder, each irrevocably consents to the jurisdiction
        of any
        such court in any such suit, action or proceeding and to the laying of venue
        in
        such court. The Company and, by accepting this Warrant, the Warrantholder,
        each
        irrevocably waives any objection to the laying of venue of any such suit,
        action
        or proceeding brought in such courts and irrevocably waives any claim that
        any
        such suit, action or proceeding brought in any such court has been brought
        in an
        inconvenient forum. EACH
        OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES
        ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
        WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO
        THIS
        WAIVER.

       

      Section
        19. Limitations
        on Exercise.

      


      (a) Notwithstanding
        anything to the contrary contained herein, the number of Warrant Shares that
        may
        be acquired by the Warrantholder upon any exercise of this Warrant (or otherwise
        in respect hereof) shall be limited to the extent necessary to insure that,
        following such exercise (or other issuance), the total number of shares of
        Common Stock then beneficially owned by such Warrantholder and its Affiliates
        (as such term is defined in the Purchase Agreement) and any other Persons
        (as
        such term is defined in the Purchase Agreement) whose beneficial ownership
        of
        Common Stock would be aggregated with the Warrantholder's for purposes of
        Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
        Act”), does not exceed 4.99% of the total number of issued and outstanding
        shares of Common Stock (including for such purpose the shares of Common Stock
        issuable upon such exercise). For such purposes, beneficial ownership shall
        be
        determined in accordance with Section 13(d) of the Exchange Act and the rules
        and regulations promulgated thereunder. This provision shall not restrict
        the
        number of shares of Common Stock which a Warrantholder may receive or
        beneficially own in order to determine the amount of securities or other
        consideration that such Holder may receive in the event of a transaction
        contemplated by Section 8 of this Warrant. By written notice to the Company,
        the
        Warrantholder may waive the provisions of this Section 19(a), but any such
        waiver will not be effective until the 61st day after delivery of such notice,
        nor will any such waiver effect any other Warrantholder.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      Section
        19. No
        Rights as Stockholder.
        Prior
        to the exercise of this Warrant, the Warrantholder shall not have or exercise
        any rights as a stockholder of the Company by virtue of its ownership of
        this
        Warrant.

      


      Section
        20. Amendment;
        Waiver.
        This
        Warrant is one of a series of Warrants of like tenor issued by the Company
        pursuant to the Purchase Agreement (collectively, the “Company
        Warrants”).
        Any
        term of this Warrant may be amended or waived (including the adjustment
        provisions included in Section 8 of this Warrant) upon the written consent
        of
        the Company and the holders of Company Warrants representing at least 50%
        of the
        number of shares of Common Stock then subject to all outstanding Company
        Warrants (the “Majority
        Holders”);
        provided,
        that
        (x) any such amendment or waiver must apply to all Company Warrants; and
        (y) the
        number of Warrant Shares subject to this Warrant, the Warrant Price and the
        Expiration Date may not be amended, and the right to exercise this Warrant
        may
        not be altered or waived, without the written consent of the Warrantholder.
        Notwithstanding the provisions of the preceding sentence, any Warrantholder
        shall have the right to waive for itself only any adjustment in the Warrant
        Price pursuant to Section 8 hereof.

      


      Section
        21. Section
        Headings.
        The
        section headings in this Warrant are for the convenience of the Company and
        the
        Warrantholder and in no way alter, modify, amend, limit or restrict the
        provisions hereof.


      
        
           

        

        
          8

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Company has caused this Warrant to be duly executed,
        as of
        the 28th day of December, 2005.

      

        
          	
                   

                	
                   

                	
                   

                
	
                   

                	
                  TRIANGLE
                    PETROLEUM CORPORATION

                
	
                   

                   

                	
                   

                   

                	
                   

                   

                
	 	
                  By:  

                	
                  /s/ MARK
                    GUSTAFSON

                
	
                   

                	
                  Name:
                    Mark Gustafson

                
	
                   

                	
                  Title:
                    President

                


        

         

        
          
             

          

          
            9

            
              

            

          

          
             

          

        

      

      


      



      APPENDIX
        A

      TRIANGLE
        PETROLEUM CORPORATION

      WARRANT
        EXERCISE FORM

      


      To
        Triangle Petroleum Corporation:

      


      The
        undersigned hereby irrevocably elects to exercise the right of purchase
        represented by the within Warrant (“Warrant”) for, and to purchase thereunder by
        the payment of the Warrant Price and surrender of the Warrant, _______________
        shares of Common Stock (“Warrant Shares”) provided for therein, and requests
        that certificates for the Warrant Shares be issued as follows: 

      


      _______________________________

      Name

      ________________________________

      Address

      ________________________________

      ________________________________

      Federal
        Tax ID or Social Security No.

      


      and
        delivered by (certified
        mail to the above address, or 

      (electronically
        (provide DWAC Instructions:___________________), or 

      (other
        (specify): __________________________________________). 

      


      and,
        if
        the number of Warrant Shares shall not be all the Warrant Shares purchasable
        upon exercise of the Warrant, that a new Warrant for the balance of the Warrant
        Shares purchasable upon exercise of this Warrant be registered in the name
        of
        the undersigned Warrantholder or the undersigned’s Assignee as below indicated
        and delivered to the address stated below.

      


      


      Dated:
        ___________________, ____

      


      Note:
        The
        signature must correspond with  Signature:______________________________

      the
        name
        of the Warrantholder as written

      on
        the
        first page of the Warrant in every  ______________________________

      particular,
        without alteration or enlargement     Name
        (please print)

      or
        any
        change whatever, unless the Warrant 

      has
        been
        assigned.     ______________________________

       

      ______________________________

      Address

       

      ______________________________

      Federal
        Identification or

      Social
        Security No.

       

      Assignee:
        

      _______________________________

      _______________________________

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