Form of common stock purchase warrant issued to persons designated by Vertical
      Capital Partners, Inc.


    

       

      Exhibit
        4.6

       

       

      Warrant
        Certificate No. VCP1

       

       

      NEITHER
        THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE
        UPON
        THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
        OF
        1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH
        SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
        OR
        OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO
        IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2)
        THE
        COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
        WHICH
        COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
        MAY BE
        OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
        WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
        SECURITIES LAWS.

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
        THE
        EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
        RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
        ACT
        AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
        THEREFROM. INVESTOR SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
        FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
        TIME.

       

      
        	
                 

                Dated:
                  September
                  30, 2005

                 

              	
                 

                Void
                  After: September
                  30, 2008

                 

              


      

       

       

      MISCOR
        GROUP, LTD.

       

      WARRANT
        TO PURCHASE COMMON STOCK

       

      MISCOR
        Group, Ltd., an Indiana corporation formerly known as Magnetech Integrated
        Services Corp. (the “Company”),
        for
        value received, hereby issues to Vertical Capital Partners, Inc. (the
“Holder”)
        this
        Warrant (the “Warrant”)
        to
        purchase 500,000 shares (each such share being a “Warrant
        Share”
        and all
        such shares being the “Warrant
        Shares”)
        of the
        Company’s Common Stock (as defined below), at the Exercise Price (as defined
        below), as adjusted from time to time as provided herein, on or before
September
        30, 2008
        (the
“Expiration
        Date”),
        all
        subject to the following terms and conditions.

       

      As
        used
        in this Warrant, (i) “Common
        Stock”
        means
        the common stock of the Company, no par value per share, and such other
        securities as such class of common stock may be converted from 

       


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


       

      time
        to
        time in the future; and (ii) “Exercise
        Price”
        means
        $0.34, subject to adjustment as provided herein.

       

       

      1. Duration
        and Exercise of Warrants

       

      (a) The
        Holder may exercise this Warrant on any business day on or before 5:00 P.M.,
        New
        York time, on the Expiration Date, at which time this Warrant shall become
        void
        and of no value.

       

      (b) While
        this Warrant remains outstanding and exercisable in accordance with Section
        1(a),
        the
        Holder may exercise this Warrant in whole or in part by:

       

      (i) surrender
        of this Warrant, with a duly executed copy of the Notice of Exercise attached
        as
Exhibit
        A,
        to the
        secretary of the Company at its principal offices or at such other office
        or
        agency as the Company may specify in writing to the Holder; and

       

      (ii) either
        (A) payment of the Exercise Price per share multiplied by the number of Warrant
        Shares being purchased upon exercise of the Warrant in lawful money of the
        United States of America or (B) notice by the Holder of its election to exercise
        this Warrant on a cashless basis in the manner described in Section
        1(c).

       

      Upon
        the
        exercise of this Warrant in compliance with the provisions of this Section
        1(b)
        the Company shall promptly issue and cause to be delivered to the Holder
        a
        certificate for the Warrant Shares purchased by the Holder. Each exercise
        of
        this Warrant shall be effected immediately prior to the close of business
        on the
        date (the “Date
        of Exercise”)
        which
        the conditions set forth in Section 1(b)(i) and (ii) have been
        satisfied.

       

      (c) In
        lieu
        of paying the Exercise Price upon exercise of this Warrant, the Holder may
        elect
        to exercise this Warrant on a cashless basis in which case the number of
        Warrant
        Shares issued to the Holder upon exercise of the Warrant shall be reduced
        by the
        number of Warrant Shares with an aggregate Market Price as of the Date of
        Exercise equal to the aggregate Exercise Price for the total number of Warrant
        Shares which the Holder has elected to exercise pursuant to this Warrant,
        as
        specified in the Notice of Exercise. The “Market
        Price”
        shall
        be equal to the market price of the Common Stock of the Warrant Shares issuable
        upon the exercise of this Warrant as determined in good faith by the board
        of
        directors of the Company. If the Holder objects to such determination by
        notice
        to the Company within twenty (20) days of receipt of the Company's
        determination, then the Market Price shall be equal to the fair value of
        such
        Warrant Shares deter-mined by a recognized independent investment banking
        or
        accounting firm (selected by the Company and reason-ably acceptable to the
        Holder) as of a date which is within thirty (30) days of the date as of which
        the determination is to be made (the fees and expenses of such independent
        firm
        to be paid by the Holder unless such firm determines a Market Price for the
        Warrant Shares is at least 5% higher than the price determined by the directors
        determination).

       

      (d) This
        Warrant shall be exercisable, either as an entirety or, from time to time,
        for
        part only of the number of Warrant Shares referenced by this Warrant. If
        this
        Warrant is exercised in part, the 

       


      
        
          
          

        

        
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      Company
        shall issue, at its expense, a new Warrant, in substantially the form of
        this
        Warrant, referencing such reduced number of Warrant Shares which remain subject
        to this Warrant.

       

       

      2. Issuance
        of Warrant Shares

       

      (a) The
        Company covenants that all Warrant Shares will, upon issuance in accordance
        with
        the terms of this Warrant, be (i) duly authorized, fully paid and
        non-assessable, and (ii) free from all liens, charges and security
        interests.

       

      (b) The
        Company shall register this Warrant upon records to be maintained by the
        Company
        for that purpose in the name of the record holder of such Warrant from time
        to
        time. The Com-pany may deem and treat the registered Holder of this Warrant
        as
        the absolute owner thereof for the purpose of any exercise thereof, any
        distribution to the Holder thereof and for all other purposes.

       

      (c) The
        Company will not, by amendment of its certificate of incorporation, by-laws
        or
        through any reorganization, transfer of assets, consolidation, merger,
        dissolution, issue or sale of securities or any other voluntary action, avoid
        or
        seek to avoid the observance or performance of any of the terms to be observed
        or performed hereunder by the Company, but will at all times in good faith
        assist in the carrying out of all the provisions of this Warrant and in the
        taking of all the action as may be necessary or appropriate in order to protect
        the rights of the Holder to exercise this Warrant. 

       

       

      3. Adjustments
        of Exercise Price, Number and type of Warrant Shares

       

      (a) The
        Exercise Price and the number of shares purchasable upon the exercise of
        this
        Warrant shall be subject to adjustment from time to time upon the occurrence
        of
        certain events described in this Section 3(a). 

       

      (i) Subdivision
        or Combination of Stock.
        In the
        event the Company shall (A) subdivide its outstanding shares of Common Stock
        into a greater number of shares, or (B) combine its outstanding shares of
        Common
        Stock into a smaller number of shares, then, in each such event, the Exercise
        Price shall, simultaneously with the happening of such event, be adjusted
        by
        multiplying the then Exercise Price by a fraction, the numerator of which
        shall
        be the number of shares of Common Stock outstanding immediately prior to
        such
        event and the denominator of which shall be the number of shares of Common
        Stock
        outstanding immediately after such event, and the product so obtained shall
        thereafter be the Exercise Price then in effect. The number of shares of
        Common
        Stock that the Holder shall thereafter be entitled to receive upon exercise
        of
        this Warrant also shall be adjusted to a number determined by multiplying
        the
        number of shares of Common Stock that would otherwise (but for the provisions
        of
        this Section 3(a)(i)) be issuable on such exercise by a fraction of which
        (a)
        the numerator is the Exercise Price that would otherwise (but for the provisions
        of this Section 3(a)(i)) be in effect, and (b) the denominator is the Exercise
        Price in effect on the date of such exercise (taking into account the provisions
        of this Section 3(a)(i)).

       


      
        
          
          

        

        
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      (ii) Dividends
        in Stock, Property, Reclassification.
        If at
        any time or from time to time the Holders of Common Stock (or any shares
        of
        stock or other securities at the time receivable upon the exercise of this
        Warrant) shall have received or become entitled to receive, without payment
        therefore:

       

      (A) any
        shares of stock or other securities which are at any time directly or indirectly
        convertible into or exchangeable for Common Stock, or any rights or options
        to
        subscribe for, purchase or otherwise acquire any of the foregoing by way
        of
        dividend or other distribution, or

       

      (B) additional
        stock or other securities or property (including cash) by way of spin-off,
        split-up, reclassification, combination of shares or similar corporate
        rearrangement, (other than shares of Common Stock issued as a stock split
        or
        adjustments in respect of which shall be covered by the terms of Section
        3(a)(i)
        above),

       

      then
        and
        in each such case, the Holder hereof shall, upon the exercise of this Warrant,
        be entitled to receive, in addition to the number of shares of Common Stock
        receivable thereupon, and without payment of any additional consideration
        therefor, the amount of stock and other securities and property (including
        cash
        in the cases referred to in clause (ii) above) which such Holder would hold
        on
        the date of such exercise had he been the holder of record of such Common
        Stock
        as of the date on which holders of Common Stock received or became entitled
        to
        receive such shares or all other additional stock and other securities and
        property.

       

      (iii) Reorganization,
        Reclassification, Consolidation, Merger or Sale.
        If any
        recapitalization, reclassification or reorganization of the capital stock
        of the
        Company, or any consolidation or merger of the Company with another corporation,
        or the sale of all or substantially all of its assets or other transaction
        shall
        be effected in such a way that holders of Common Stock shall be entitled
        to
        receive stock, securities, or other assets or property (an “Organic
        Change”),
        then,
        as a condition of such Organic Change, lawful and adequate provisions shall
        be
        made by the Company whereby the Holder hereof shall thereafter have the right
        to
        purchase and receive (in lieu of the shares of the Common Stock of the Company
        immediately theretofore purchasable and receivable upon the exercise of the
        rights represented by this Warrant) such shares of stock, securities or other
        assets or property as may be issued or payable with respect to or in exchange
        for a number of outstanding shares of such Common Stock equal to the number
        of
        shares of such stock immediately theretofore purchasable and receivable assuming
        the full exercise of the rights represented by this Warrant. In the event
        of any
        Organic Change, appropriate provision shall be made by the Company with respect
        to the rights and interests of the Holder of this Warrant to the end that
        the
        provisions hereof (including, without limitation, provisions for adjustments
        of
        the Exercise Price and of the number of shares purchasable and receivable
        upon
        the exercise of this Warrant) shall thereafter be applicable, in relation
        to any
        shares of stock, securities or assets thereafter deliverable upon the exercise
        hereof. 

       

      (b) Certificate
        as to Adjustments.
        Upon
        the occurrence of each adjustment or readjustment pursuant to this
        Section 3, the Company at its expense shall promptly compute such
        adjustment or readjustment in accordance with the terms hereof and furnish
        to
        each holder of this Warrant a certificate setting forth such adjustment or
        readjustment and showing in detail the facts upon which 

       


      
        
          
          

        

        
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      such
        adjustment or readjustment is based. The Company shall, upon the written
        request, at any time, of any such holder, furnish or cause to be furnished
        to
        such holder a like certificate setting forth: (i) such adjustments
        and
        readjustments; and (ii) the number of shares and the amount, if any,
        of
        other property which at the time would be received upon the exercise of the
        Warrant.

       

      (c) Notice
        of Record Date.
        In the
        event of any taking by the Company of a record of its stockholders for the
        purpose of determining stockholders who are entitled to receive payment of
        any
        dividend or other distribution, any right to subscribe for, purchase or
        otherwise acquire any share of any class or any other securities or property,
        or
        to receive any other right, or for the purpose of determining stockholders
        who
        are entitled to vote in connection with any proposed merger or consolidation
        of
        the Company with or into any other corporation, or any proposed sale, lease
        or
        conveyance of all or substantially all of the assets of the Company, or any
        proposed liquidation, dissolution or winding up of the Company, the Company
        shall deliver a written notice to Holder, at the same time such notice is
        delivered to other stockholders, specifying the date on which any such record
        is
        to be taken for the purpose of such dividend, distribution, right or other
        event, and the amount and character of such dividend, distribution, right
        or
        other event.

       

      (d) Certain
        Events.
        If any
        event occurs as to which, in the opinion of the Company, the other provisions
        of
        this Section
        3
        are not
        strictly applicable but the lack of any adjustment would not in the opinion
        of
        the Company fairly protect the purchase rights of the Holder under this Warrant
        in accordance with the basic intent and principles of such provisions, or
        if
        strictly applicable would not fairly protect the purchase rights of the Holder
        under this Warrant in accordance with the basic intent and principles of
        such
        provisions, then the Company shall make the any adjustments which the board
        of
        directors described therein.

       

       

      4. Transfers
        and Exchanges of Warrant and Warrant Shares

       

      (a) Registration
        of Transfers and Exchanges.
        Upon
        the Holder’s surrender of this Warrant, with a duly executed copy of the
        Assignment Notice attached as Exhibit
        B,
        to the
        secretary of the Company at its principal offices or at such other office
        or
        agency as the Company may specify in writing to the Holder, the Com-pany
        shall
        register the transfer of all or any portion of this Warrant. Upon such
        registration of trans-fer the Company shall issue a new Warrant, in
        substantially the form of this Warrant, evidencing the acquisition rights
        transferred to the transferee and a new Warrant, in similar form, evidencing
        the
        remaining acquisition rights not transferred, to the Holder requesting the
        transfer.

       

      (b) Warrant
        Exchangeable for Different Denominations.
        The
        Holder may exchange this Warrant for a new Warrant or Warrants, in
        sub-stantially the form of this Warrant, evidencing in the aggregate the
        right
        to purchase the number of Warrant Shares which may then be purchased hereunder,
        each of such new Warrants to be dated the date of such exchange and to represent
        the right to purchase such number of Warrant Shares as shall be desig-nated
        by
        the Holder. The Holder shall surrender this Warrant with duly executed
        instructions regarding such re-certification of this Warrant to the secretary
        of
        the Company at its principal offices or at such other office or agency as
        the
        Company may specify in writing to the Holder.

       


      
        
          
          

        

        
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      (c) Restrictions
        on Transfers.
        This
        Warrant may not be transferred at any time without a written opinion of legal
        counsel addressed to the Company
        that the
        proposed transfer of the Warrant may be effected without registration under
        the
        Act, which opinion will be in form and from counsel reasonably satisfactory
        to
        the Company. 

       

       

      5. Mutilated
        or Missing Warrant Certificate

       

      If
        this
        Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder,
        the
        Company will issue, in exchange for and upon cancellation of the mutilated
        Warrant, or in substitution for the lost, stolen or destroyed Warrant, a
        new
        Warrant, in substantially the form of this Warrant, representing the right
        to
        acquire the equivalent number of Warrant Shares, provided however, as a
        prerequisite to the issuance of a substitute Warrant, the Company may require
        satisfactory evidence of loss, theft or destruction as well as an indemnity
        from
        the Holder of a lost, stolen or destroyed Warrant.

       

       

      6. Payment
        of Taxes

       

      The
        Company will pay all transfer and stock issuance taxes attributable to the
        preparation, issuance and delivery of this Warrant and the Warrant Shares
        including, without limitation, all documentary and stamp taxes; provided,
        however,
        that
        the Company shall not be required to pay any tax in respect of the transfer
        of
        this Warrant, or the issuance or delivery of certificates for Warrant Shares
        or
        other securities in respect of the Warrant Shares to any person or entity
        other
        than the Holder or a permitted transferee of the Holder.

       

       

      7. Fractional
        Warrant Shares

       

      No
        fractional Warrant Shares shall be issued upon exercise of this Warrant.
        The
        Company shall, in lieu of issuing any fractional Warrant Share, shall round
        up
        the number of Warrant Shares issuable to nearest whole share.

       

       

      8. No
        Stock Rights and Legend

       

      No
        holder
        of this Warrant Certificate, as such, shall be entitled to vote or be deemed
        the
        holder of any other securities of the Company which may at any time be issuable
        on the exercise hereof, nor shall anything contained herein be construed
        to
        confer upon the holder of this Warrant Certificate, as such, the rights of
        a
        stockholder of the Company or the right to vote for the election of directors
        or
        upon any matter submitted to stockholders at any meeting thereof, or give
        or
        withhold consent to any corporate action or to receive notice of meetings
        or
        other actions affecting stockholders (except as provided herein), or to receive
        dividends or subscription rights or otherwise (except as provide
        herein).

       

      Each
        certificate for Warrant Shares initially issued upon the exercise of this
        Warrant Certificate, and each certificate for Warrant Shares issued to any
        subsequent transferee of any such 

       


      
        
          
          

        

        
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      certificate,
        shall be stamped or otherwise imprinted with a legend in substantially the
        following form:

       

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
        AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
        PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
        WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
        SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
        HOLDER
        OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY
        TO THE
        COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
        TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
        TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
        PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
        TO
        REGISTRATION OR EXEMPTION THEREFROM. INVESTOR SHOULD BE AWARE THAT THEY MAY
        BE
        REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
        PERIOD
        OF TIME.”

       

       

      9. Notices

       

      All
        notices, consents, waivers, and other communications under this Warrant must
        be
        in writing and will be deemed given to a party when (a) delivered to the
        appropriate address by hand or by nationally recognized overnight courier
        service (costs prepaid); (b) sent by facsimile or e-mail with confirmation
        of
        transmission by the transmitting equipment; (c) received or rejected by the
        addressee, if sent by certified mail, return receipt requested; if to the
        registered Holder hereof or (d) five days after the placement of the notice
        into
        the mails (first class postage prepaid), to the Holder at
        ______________________________________, telecopy number: _________, e-mail
        address ____________________, or if to the Company, to it at 1125 South Walnut
        Street, South Bend, Indiana 46619 Attention: John A. Martell, telecopy number:
        (574) 232-7648, e-mail address jamartell@magnetech.com (or to such other
        address, facsimile number, e-mail address as the Holder or the Company as
        a
        party may designate by notice the other party).

       

       

      10. Severability

       

      If
        a
        court of competent jurisdiction holds any provision of this Warrant invalid
        or
        unenforceable, the other provisions of this Warrant will remain in full force
        and effect. Any 

       


      
        
          
          

        

        
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      provision
        of this Warrant held invalid or unenforceable only in part or degree will
        remain
        in full force and effect to the extent not held invalid or
        unenforceable.

       

       

      11. 
        Binding Effect

       

      This
        Warrant shall be binding upon and inure to the sole and exclusive benefit
        of the
        Com-pany, its successors and assigns, the registered Holder or Holders from
        time
        to time of this Warrant and the Warrant Shares.

       

       

      12. Survival
        of Rights and Duties

       

      This
        Warrant Certificate shall terminate and be of no further force and effect
        on the
        earlier of 5:00 P.M., New York time, on the Expiration Date or the date on
        which
        this Warrant has been exercised.

       

       

      13. Governing
        Law

       

      This
        Warrant will be governed by and construed under the laws of Indiana without
        regard to conflicts of laws principles that would require the application
        of any
        other law.

       

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

       

      
        	 	
                 

                MISCOR
                  Group, Ltd.

                 

              
	 	 	 
	 	
                By:

              	 /s/
                Richard J. Mullin
	 	 	
                Richard
                  J. Mullin

              
	 	 	
                Vice President
                  & Treasurer

              


      

       

      


       


      
        
          
          

        

        
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      EXHIBIT
        A

       

       

      NOTICE
        OF EXERCISE

       

      (To
        be executed by the Holder of Warrant if such Holder desires to exercise
        Warrant)

       

       

      To
        MISCOR
        Group, Ltd.:

       

      The
        undersigned hereby irrevocably elects to exercise this Warrant and
        to:

       

      (Select
        one and complete)

       

      
        	
                 

                ___

                 

              	
                 

                purchase
                  thereunder, ___________________ full shares of _____________________
                  issuable upon exercise of the Warrant and delivery of $_________
                  (in cash
                  as provided for in the foregoing Warrant) and any applicable taxes
                  payable
                  by the undersigned pursuant to such Warrant. 

                 

              
	
                 

                ___

                 

              	
                 

                receive,
                  in accordance with Section
                  1(c)
                  that number of full shares of ______________________ issuable upon
                  the
                  cashless exercise of the rights to acquire ______________ Warrant
                  Shares.

                 

              


      

       

      


       

       

      The
        undersigned requests that certificates for such shares be issued in the name
        of:

       

      
        	 	
                 

                 

                 

              
	 	
                 

                (Please
                  print name, address and social security or federal employer identification
                  number (if applicable)

                 

              
	 	
                 

                 

                 

              
	 	
                 

                 

                 

              


      

       

      


       


      
        
          
          

        

        
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      If
        the
        shares issuable upon this exercise of the Warrant are not all of the Warrant
        Shares which the Holder is entitled to acquire upon the exercise of the Warrant,
        the undersigned requests that a new Warrant evidencing the rights not so
        exercised be issued in the name of and delivered to:

      


       

      
        	 	 
	 	
                 

                (Please
                  print name, address and social security or federal employer identification
                  number (if applicable)

                 

              
	 	 
	 	 


      

       

      


       

      
        	 	
                 

                Name
                  of Holder (print):

              	 
	 	
                 

                (Signature):

              	 
	 	
                 

                (By:)

              	 
	 	
                 

                (Title:) 

              	 
	 	 	 
	 	
                 

                Dated: ______________,
                  ____

                 

              


      

       

      


       


      
        
          
          

        

        
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      EXHIBIT
        B

       

       

      FORM
        OF ASSIGNMENT

       

       

      FOR
        VALUE
        RECEIVED, ___________________________________ hereby sells, assigns and
        transfers to each assignee set forth below all of the rights of the undersigned
        under the Warrant (as defined in an evidenced by the attached Warrant) to
        acquire the number of Warrant Shares set opposite the name of such assignee
        below and in and to the foregoing Warrant with respect to said acquisition
        rights and the shares of _____________________ issuable upon exercise of
        the
        Warrant:


       

      
        	
                 

                Name
                  of Assignee

                 

              	 	
                 

                Address

                 

              	 	
                 

                Number
                  of Warrant Shares

                 

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

       

      If
        the
        total of the Warrant Shares are not all of the Warrant Shares evidenced by
        the
        foregoing Warrant, the undersigned requests that a new Warrant evidencing
        the
        right to acquire the Warrant Shares not so assigned be issued in the name
        of and
        delivered to the undersigned.

       

      
        	 	
                 

                Name
                  of Holder (print): 

              	 
	 	
                 

                (Signature): 

              	 
	 	
                 

                (By:) 

              	 
	 	
                 

                (Title:) 

              	 
	 	
                 

                Dated: 

                 

              	
                 

                ______________,
                  ____

                 

              


      

       

      


       

       

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