EXHIBIT 99.2

No. D-

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.

WARRANT TO PURCHASE          SHARES
OF SERIES D PREFERRED STOCK OF
Epexegy Corporation
(Void after               )

This certifies that               (the "Holder"), for value received, is entitled to purchase from Epexegy Corporation, a California
corporation (the
"Company"), having a place of business at                              , Orinda, California, at a
per share price equal to $0.608821 (the "Series D Per Share Price"),               
shares of the Company's Series D Preferred Stock (the "Preferred Stock"), at any time or from time to time up to and including 5:00 p.m. (Pacific time) on the earliest of (i) a
firmly underwritten initial public offering of the Company's common stock pursuant to a registration statement under the Securities Act of 1933, as amended (the "Initial Public Offering");
(ii) an Organic Change (as defined in Section 3.3) in which the holders of the voting capital stock of the Company immediately prior to such Organic Change do not own a majority of the voting
capital stock of the constituent entity surviving the Organic Change immediately after such Organic Change; or (iii)                such earlier day being referred to
herein as the
"Expiration Date," upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of
Subscription attached hereto duly filled in and signed and, if applicable, upon payment in cash or by wire transfer of the aggregate Series D Per Share Price for the number of shares for which
this Warrant is being exercised determined in accordance with the provisions hereof. The Company shall deliver notice of the Initial Public Offering or Organic Change to the Holder at least ten
(10) days prior to the closing thereof. The Series D Per Share Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant.
This Warrant is subject to the following terms and conditions:

1.  EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.



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| | Where | X = the number of shares of Preferred Stock to be issued to the Holder                                                                                                                                        
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       | Y = the number of shares of Preferred Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)
| |       | A = the fair market value of one share of the Company's Preferred Stock (at the date of such calculation)                                                                                                     
| |       | B = Series D Per Share Price (as adjusted to the date of such calculation)                                                                                                                                    



2.  SHARES TO BE FULLY PAID; RESERVATION OF SHARES.The Company covenants and agrees that all shares of
Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all
preemptive rights of any shareholder and free of all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that, during the period within which the
rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced
by this Warrant, a sufficient number of shares of authorized but unissued Preferred Stock, or other securities and property, when and as required to provide for the exercise of the rights represented
by this Warrant. The Company will take all such action as may be necessary to assure that such shares of Preferred Stock may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any domestic securities exchange upon which the Preferred Stock may be listed; provided, however, that the Company shall not be required to effect a registration
under Federal or State securities laws with respect to such exercise. The Company will not take any action which would result in any adjustment of the Series D Per Share Price (as set forth in
Section 3 hereof) (i) if the total number of shares of Preferred Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of Preferred Stock then
outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all

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convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company's Articles of Incorporation, as amended, or (ii) if the total
number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock, together with all shares of Common Stock then issuable upon exercise of all
options and upon the conversion of all such shares of Preferred Stock, together with all shares of Common Stock then
outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of
Common Stock then authorized by the Company's Articles of Incorporation, as amended.

3.  ADJUSTMENT OF SERIES D PER SHARE PRICE AND NUMBER OF SHARES.The Series D Per Share 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. Upon each
adjustment of the Series D Per Share Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Series D Per Share Price resulting from such adjustment, the
number of shares obtained by multiplying the Series D Per Share Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to
such adjustment, and dividing the product thereof by the Series D Per Share Price resulting from such adjustment.



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4.  ISSUE TAX.The issuance of certificates for shares of Preferred Stock upon the exercise of the
Warrant shall be made without charge to the Holder of the Warrant for any issue tax (other than

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any applicable income taxes) in respect thereof; 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 issuance and
delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.

5.  CLOSING OF BOOKS.The Company will at no time close its transfer books against the transfer of any
warrant or of any shares of Preferred Stock issued or issuable upon the exercise of any warrant in any manner which interferes with the timely exercise of this Warrant.

6.  NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY.Nothing contained in this Warrant shall be
construed as conferring upon the Holder hereof the right to vote or to consent or to receive notice as a shareholder of the Company or any other matters or any rights whatsoever as a shareholder of
the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that,
this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by the holder to purchase shares of Preferred Stock, and no mere enumeration herein of the rights or
privileges of the holder hereof, shall give rise to any liability of such Holder for the Series D Per Share Price or as a shareholder of the Company, whether such liability is asserted by the
Company or by its creditors.

7.  RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT.The rights and obligations of the Company, of
the holder of this Warrant and of the holder of shares of Preferred Stock issued upon exercise of this Warrant, shall survive the exercise of this Warrant.

8.  MODIFICATION AND WAIVER.This Warrant and any provision hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which enforcement of the same is sought.

9.  NOTICES.Any notice, request or other document required or permitted to be given or delivered to the
holder hereof or the Company shall be delivered or shall be sent by certified mail, postage prepaid, to each such holder at its address as shown on the books of the Company or to the Company at the
address indicated therefor in the first paragraph of this Warrant or such other address as either may from time to time provide to the other.

10.  BINDING EFFECT ON SUCCESSORS.This Warrant shall be binding upon any corporation succeeding the
Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. All of the obligations of the Company relating to the Preferred Stock issuable upon the exercise of
this Warrant shall survive the exercise and termination of this Warrant. This Warrant may not be assigned without the prior written consent of the Company.

11.  DESCRIPTIVE HEADINGS AND GOVERNING LAW.The description headings of the several sections and
paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the
parties shall be governed by, the laws of the State of California.

12.  LOST WARRANTS.The Company represents and warrants to the Holder hereof that upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity
reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like
tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

13.  FRACTIONAL SHARES.No fractional shares shall be issued upon exercise of this Warrant. The Company
shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Series D Per Share Price.

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IN WITNESS WHEREOF,the Company has caused this Warrant to be duly executed by its officers, thereunto duly authorized this
     day of          , 2001.

|           |  | Epexegy Corporation,a California corporation
|---------- |  | --------------------------------------------
|           |  |                                             
|           |  |                                             
|           |  | By:                                         
|           |  | Title:Chief Executive Officer               
|ATTEST:    |  |                                             
|           |  |                                             
|           |  |                                             
|           |  |                                             
|,Secretary |  |                                             

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SUBSCRIPTION FORM

Date:               ,

Epexegy Corporation

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Orinda, CA 945

Attn: President

Ladies
and Gentlemen:

Pursuant
to the terms of the Warrant the undersigned has delivered the Purchase Price herewith in full in cash or by certified check or wire transfer.

| |  | Very truly yours,       
| |  | ------------------------
| |  |                         
| |  |                         
| |  | Signed by Warrant Holder

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