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                                                                    EXHIBIT 4.5


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                        WARRANT TO PURCHASE COMMON STOCK
                                       OF

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                   THIS WARRANT AND THE SHARES OF COMMON STOCK
                     ISSUABLE PURSUANT TO THIS WARRANT HAVE
              NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
             AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, PLEDGED OR
            OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT OR
                AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE



FOR VALUE RECEIVED

_____________________________________, a _____________________ corporation (the
"Company"), grants the following rights to __________________________________,
having an address at ____________________________________ ("Holder").

ARTICLE 1. DEFINITIONS

As used herein, the following terms shall have the following meanings, unless
the context shall otherwise require:

        (a)     "Common Stock" shall mean the common stock, par value $______
                per share, of the Company.

        (b)     "Corporate Office" shall mean the office of the Company (or its
                successor) at which at any particular time its principal
                business shall be administered, which office is located at the
                date hereof at _________________________________

        c)      "Exercise Date" shall mean any date upon which the Holder shall
                give the Company a Notice of Exercise, which shall be deemed the
                date of the Notice of Exercise was first deposited in the US
                Mails, if mailed, or the date received by the courier company if
                delivered by recognized courier company, or the date received by
                the Company if otherwise given or delivered.


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        (d)     "Exercise Price" shall mean the price to be paid to the Company
                for each share of Common Stock to be purchased upon exercise of
                this Warrant in accordance with the term hereof, which shall be
                $_________ per share.

        (e)     "Expiration Date" shall mean 5:00 PM (Pacific Standard time) on
                the second anniversary of the date hereof, if a business day, or
                the next succeeding business day thereafter.

        (f)     "SEC" shall mean the United States Securities and Exchange
                Commission.

ARTICLE 2. EXERCISE

2.1     EXERCISE OF WARRANT

        This Warrant shall entitle Holder to purchase up to ______ shares of
        Common Stock (the "Shares") at the Exercise Price. This Warrant shall be
        exercisable at any time and from time to time prior to the Expiration
        Date (the "Exercise Period"). This Warrant and the right to purchase
        Shares hereunder shall expire and become void at the Expiration Date.

2.2     ACCELERATION OF EXERCISE PERIOD

        The Company shall have the right, at any time after the Common Stock has
        traded on a recognized public market for twenty-one consecutive days
        with a daily closing bid price of $_____________ or more per share, to
        accelerate the Exercise Period by sending to the Holder, at the Holder's
        address written above, a Notice of Acceleration in substantially the
        form attached as Appendix I hereto (the "Notice"). In the event the
        Company does accelerate the Exercise Period, the Holder shall have ten
        (10) days from the date the Holder receives the Notice within which to
        exercise this Warrant in the manner provided for in Section 2.3, after
        which time this Warrant and the right to purchase the Shares hereunder,
        to the extent not previously exercised, shall expire and become void.
        The Holder shall be deemed to have received the Notice five (5) days
        after the date the Notice is deposited in the U.S. Mails.

2.3     MANNER OF EXERCISE

        (a)     Holder may exercise this Warrant at any time and from time to
                time during the Exercise Period, in whole or in part (but not in
                denominations of fewer than 5,000 Shares, except upon an
                exercise of this Warrant with respect to the remaining balance
                of Shares purchasable hereunder at the time of exercise), by
                delivering to the Company at its Corporate Office (i) a duly
                executed Notice of Exercise in substantially the form attached
                as Appendix II hereto and (ii) a bank cashier's or certified
                check for the aggregate Exercise Price of the Shares being
                purchased.

        (b)     From time to time upon exercise of this Warrant, in whole or
                part, in accordance with its terms, the Company will cause its
                transfer agent to countersign and deliver stock certificates to
                the Holder representing the number of Shares being purchased
                pursuant to such exercise, subject to adjustment as described
                herein.


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        (c)     Promptly following any exercise of this Warrant, if the Warrant
                has not been fully exercised and has not expired, the Company
                will deliver to the Holder a new Warrant for the balance of the
                Shares covered hereby.

2.4     TERMINATION

        All rights of the Holder in this Warrant, to the extent they have not
        been exercised, shall terminate on the Expiration Date.

2.5     NO RIGHT PRIOR TO EXERCISE

        Prior to its exercise pursuant to Section 2.3 above, this Warrant shall
        not entitle the Holder to any voting or other rights as holder of
        Shares.

2.6     ADJUSTMENTS

        In case of any reclassification, capital reorganization, stock dividend,
        or other change of outstanding shares of Common Stock, or in case of any
        consolidation or merger of the Company with or into another corporation
        (other than a consolidation or merger in which the Company is the
        continuing corporation and which does not result in any
        reclassification, capital reorganization, stock dividend, or other
        change of outstanding shares of Common Stock), or in case of any sale or
        conveyance to another corporation of the property of the Company as, or
        substantially as, an entirety (other than a sale/leaseback, mortgage or
        other financing transaction), the Company shall cause effective
        provision to be made so that the Holder shall have the right thereafter,
        by exercising this Warrant, to purchase the kind and number of shares of
        stock or other securities or property (including cash) receivable upon
        such reclassification, capital reorganization, stock dividend, or other
        change, consolidation, merger, sale or conveyance as the Holder would
        have been entitled to receive had the Holder exercised this Warrant in
        full immediately before such reclassification, capital reorganization,
        stock dividend, or other change, consolidation, merger, sale or
        conveyance. Any such provision shall include provision for adjustments
        that shall be as nearly equivalent as may be practicable to the
        adjustments provided for in this Section 2.6. The foregoing provisions
        shall similarly apply to successive reclassifications, capital
        reorganizations, stock dividends, and other changes of outstanding
        shares of Common Stock and to successive consolidations, mergers, sales
        or conveyances.

2.7     FRACTIONAL SHARES

        No fractional Shares shall be issuable upon exercise or conversion of
        this Warrant and the number of Shares to be issued shall be rounded down
        to the nearest whole Share. If a fractional Share interest arises upon
        any exercise or conversion of the Warrant, the Company shall eliminate
        such fractional Share interest by paying Holder the amount computed by
        multiplying the fractional interest by the closing bid price of a full
        Share on the date of the Notice of Exercise.

ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY

3.1     REPRESENTATIONS AND WARRANTIES


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        The Company hereby represents and warrants to the Holder as follows:

        (a)     All Shares which may be issued upon the exercise of the purchase
                right represented by this Warrant shall, upon issuance, by duly
                authorized, validly issued, fully-paid and nonassessable, and
                free of any liens and encumbrances except for restrictions on
                transfer provided for herein or under applicable federal and
                state securities laws, and not subject to any pre-emptive
                rights.

        (b)     The Company is a corporation duly organized and validly existing
                under the laws of the State of ____________________, and has the
                full power and authority to issue this Warrant and to comply
                with the terms hereof. The execution, delivery and performance
                by the Company of its obligations under this Warrant, including,
                without limitation, the issuance of the Shares upon any exercise
                of the Warrant, have been duly authorized by all necessary
                corporate action. This Warrant has been duly executed and
                delivered by the Company and is a valid and binding obligation
                of the Company, enforceable in accordance with its terms, except
                as enforcement may be limited by applicable bankruptcy,
                insolvency, reorganization or similar laws affecting
                enforceability of creditors' rights generally and except as the
                availability of the remedy of specific enforcement, injunctive
                relief or other equitable relief is subject to the discretion of
                the court before which any proceeding therefor may be brought.

        (c)     The Company is not subject to or bound by any provision of any
                certificate or articles of incorporation or by-laws, mortgage,
                deed of trust, lease, note, bond, indenture, other instrument or
                agreement, license, permit, trust, custodianship, other
                restriction or any applicable provision of any law, statute, any
                court, governmental body, administrative agency or arbitrator
                which could prevent or be violated by or under which there would
                be a default (or right of termination) as a result of the
                execution, delivery and performance by the Company of this
                Warrant.

ARTICLE 4. MISCELLANEOUS

        4.1     TRANSFER

                This Warrant may not be transferred or assigned, in whole or in
                part, at any time, except in compliance with applicable federal
                and state securities laws by the transferor and the transferee
                (including, without limitation, the delivery of an investment
                representation letter and a legal opinion reasonably
                satisfactory to the Company), provided that this Warrant may not
                be transferred or assigned such that either the Holder or any
                transferee will, following such transfer or assignment, hold a
                Warrant for the right to purchase fewer than 5,000 Shares.

        4.2     TRANSFER PROCEDURE

                Subject to the provisions of Section 4.1, Holder may transfer or
                assign this Warrant by giving the Company notice setting forth
                the name, address and taxpayer identification number of the
                transferee or assignee, if applicable (the


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                "transferee"), and surrendering this Warrant to the Company for
                reissuance to the transferee (and the Holder, in the event of a
                transfer or assignment of this Warrant in part). (Each of the
                persons or entities in whose name any such new Warrant shall be
                issued are herein referred to as a Holder)

        4.3     LOSS, THEFT, DESTRUCTION OR MUTILATION

                If this Warrant shall become mutilated or defaced or be
                destroyed, lost or stolen, the Company shall execute and deliver
                a new Warrant in exchange for and upon surrender and
                cancellation of such mutilated or defaced Warrant or, in lieu of
                and in substitution for such Warrants so destroyed, lost or
                stolen, upon the Holder filing with the Company evidence
                satisfactory to it that such Warrant has been so mutilated,
                defaced, destroyed, lost or stolen. However, the Company shall
                be entitled, as a condition to the execution and delivery of
                such new Warrant, to demand indemnity satisfactory to it and
                payment of the expenses and charges incurred in connection with
                the delivery of such new Warrant. Any Warrant so surrendered to
                the Company shall be canceled.

        4.4     NOTICES

                All notices and other communications from the Company to the
                Holder or vice versa shall be deemed delivered and effective
                when given personally, by facsimile transmission and confirmed
                in writing, or mailed by first-class registered or certified
                mail, postage prepaid, at such address and/or facsimile number
                as may have been furnished to the Company or the Holder, as the
                case may be, in writing by the Company or the Holder from time
                to time; provided, however, that the Notice of Exercise may not
                be delivered by facsimile transmission.

        4.5     WAIVER

                This Warrant and any term hereof may be changed, waived, or
                terminated only by an instrument in writing signed by the party
                against which enforcement of such change, waiver, discharge or
                termination is sought.

        4.6     GOVERNING LAW

                This Warrant shall be governed by and construed in accordance
                with the laws of the State of Washington, without giving effect
                to its principles regarding conflicts of law.

Dated:                 , 1998
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Attest:                                          COMPANY NAME
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                                                 By:
                                                    ---------------------------
                                                 Name:
                                                      -------------------------
                                                 Title:
                                                       ------------------------


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APPENDIX I


NOTICE OF ACCELERATION


Dated:
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__________________________________ (the "Company") does hereby notify you of its
election to exercise its right, pursuant to Section 2.2 of the Warrants issued
to you by the Company on _________________, 1998 (the "Warrant"), to accelerate
the exercise period of such Warrants. Please be advised that you have ten (10)
days from the date you receive this Notice of Acceleration (the "Ten-Day
Period") to exercise your Warrants in the manner provided for in the Warrants.
You will be deemed to have received this Notice of Acceleration five (5) days
after the date when this Notice of Acceleration was first deposited in the U.S.
Mails.

YOU WILL AUTOMATICALLY FORFEIT YOUR RIGHT TO PURCHASE THE SHARES OF COMMON STOCK
ISSUABLE UPON EXERCISE OF SUCH WARRANTS, TO THE EXTENT NOT PREVIOUSLY PURCHASED,
UNLESS THE WARRANTS ARE EXERCISED BEFORE THE END OF THE TEN-DAY PERIOD.


                                  COMPANY NAME


By:
   -------------------------
Name:
     -----------------------
Title:
      ----------------------


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APPENDIX II


NOTICE OF EXERCISE


1.      The undersigned hereby elects to purchase ________ shares of the Common
        Stock of _____________________________ pursuant to the terms of the
        attached Warrant, and tenders herewith payment of the purchase price of
        such shares in full.

2.      Please issue a certificate or certificates representing said shares in
        the name of the undersigned or in such other name as specified below.




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(Name)


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(Address)


3.      The undersigned represents it is acquiring the shares solely for its own
        account and not as a nominee for any other party and not with a view
        toward the resale or distribution thereof except in compliance with
        applicable securities laws.



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(Signature)                                        (Date)