WARRANT AGREEMENT



                                   Among



                        FORMAN PETROLEUM CORPORATION


                                    And


          EACH OF THE OTHER PERSONS LISTED ON THE SIGNATURE PAGES
            ATTACHED HERETO OR OTHERWISE PARTY TO THIS AGREEMENT





                              January 14, 2000












<PAGE>
                             WARRANT AGREEMENT

     THIS WARRANT AGREEMENT dated as of January 14, 2000 (this "Agreement")
is  entered  into  by  and  among Forman Petroleum Corporation, a Louisiana
corporation (the "Company"),  and  each  of the other Persons listed on the
signature pages attached hereto or otherwise party to this Agreement.

                           W I T N E S S E T H :

     WHEREAS, subject to the terms and conditions  of  this  Agreement, the
Company  will  issue  50,000  Series  A Warrants (the "Series A Warrants"),
150,000  Series B Warrants (the "Series  B  Warrants"),  150,000  Series  C
Warrants (the  "Series  C  Warrants")  and  150,000  Series D Warrants (the
"Series  D Warrants") to purchase, respectively, 50,000,  150,000,  150,000
and 150,000  shares  (subject  to  adjustment as provided herein) of Common
Stock (as hereinafter defined) of the Company; and

     WHEREAS,  the  Warrants (as hereinafter  defined)  will  be  initially
issued to each of the  other Persons listed on the signature pages attached
hereto or otherwise party to this Agreement.

     NOW, THEREFORE, in  consideration of the premises and of the terms and
conditions herein contained, the parties hereto mutually agree as follows:

     Section 1. DEFINED TERMS.   The  following capitalized terms when used
in this Agreement shall have the following meanings:

     "Affiliate"  means, with respect to  any  specified  Person,  (a)  any
subsidiary  of  such  Person,  (b)  any other Person directly or indirectly
controlling or controlled by or under  direct  or  indirect  common control
with  such  specified  Person, (c) any other Person that owns, directly  or
indirectly, 10% or more  of  such specified Person's capital stock, (d) any
officer or director of (i) any  such  specified Person, (ii) any subsidiary
of such specified Person, or (iii) any  Person  described  in clause (b) or
(c) above; or (e) any heir or legatee or other Person having a relationship
with any natural Person directly or indirectly controlling or controlled by
or  under  common control with such other Person described in  this  clause
(e). For purposes  of  this  definition,  "control,"  with  respect  to any
specified  Person,  means  the  possession  of  the  power,  whether or not
exercised, to direct or cause the direction of the management  or  policies
of  such  person, directly or indirectly, whether through the ownership  of
voting securities,  by  contract  or otherwise, and the terms "controlling"
and "controlled" have meanings correlative to the foregoing.

     "Agreement" shall have the meaning set forth in the first paragraph of
this Agreement.

     a "business day" means a day,  other  than a Saturday, Sunday or legal
holiday on which commercial banks are authorized  or  obligated  by  law or
executive order to close in the State of Louisiana.

     "Closing  Price"  for  any  Security  that  is regularly traded on any
market  on  each  business  day means: (i) if such Security  is  listed  or
admitted to trading on any national  stock  exchange,  the closing price on
such day on the principal exchange on which such Security  is traded, or if
no sale takes place on such day, the average of the closing  bid  and asked
prices  on such day or (ii) if such Security is not then listed or admitted
to trading  on any national stock exchange, the last reported sale price on
such day, or  if there is no such last reported sale price on such day, the
average of the closing bid and the asked prices on such day, as reported by
a reputable national  quotation  source  designated  by  the Company or the
principal broker making a market in such Security.  If there  are  no  such
prices  on a business day, then the Closing Price shall not be determinable
for such business day.

     "Common Stock" means the common stock, no par value, of the Company.

     "Company"  shall  have the meaning set forth in the first paragraph of
this Agreement.

     "Convertible Securities"  shall  have the meaning set forth in Section
8(e) of this Agreement.

     "Current Market Price" means, if the  Common  Stock  is  traded  on  a
national stock exchange, the Nasdaq National Market or the over-the-counter
market,  the  average  of  the Closing Price over the ten (10) trading days
immediately preceding the date  of  valuation at which the Common Stock has
traded.

     "Exchange Act" shall mean the Securities  Exchange  Act  of  1934,  as
amended.

     "Exercise  Price" shall mean the Series A Exercise Price, the Series B
Exercise Price, the  Series  C  Exercise Price and/or the Series D Exercise
Price, as appropriate.

     "Expiration Date" shall have  the  meaning  set  forth in Section 6 of
this Agreement.

     "Forman" shall mean McLain J. Forman.

     "Holders"  shall  have  the  meaning set forth in Section  4  of  this
Agreement.

     "Independent Financial Expert"  shall  mean an investment banking firm
selected by the Company (i) that does not (and  whose  directors, officers,
employees  and  Affiliates  do  not)  have  a direct or indirect  financial
interest in the Company or any of its Affiliates,  (ii)  that has not been,
and,  at  the  time it is called upon to serve as an Independent  Financial
Expert under this  Agreement is not (and none of whose directors, officers,
employees or Affiliates is) a promoter, director or officer of the Company,
(iii) that has not been  retained  by  the Company or any of its Affiliates
for  any purpose, other than to perform an  equity  valuation,  within  the
preceding  twelve  months, and (iv) that, in the reasonable judgment of the
board of directors of  the  Company,  is otherwise qualified to serve as an
independent financial advisor.

     "Nasdaq" means the Nasdaq Stock Market.

     "Nasdaq National Market" means the Nasdaq National Market of Nasdaq.

     "Permitted Forman Transferee" shall  mean  any  friend  of  Forman  or
immediate  member  of  Forman's family who receives Warrants from Forman by
gift, donation or other gratuitous inter vivos transfer.

     "Permitted Transfer"  means  any  transfer  of  a  Warrant pursuant to
Section 5 of this Agreement.

     "Person" shall mean any individual, corporation, partnership,  limited
liability  company, joint venture, association, joint stock company, trust,
unincorporated   organization   or   government   or  agency  or  political
subdivision thereof.

     "Public Offering" means any underwritten public offering, initiated by
resolution of the board of directors of the Company,  of  the  Common Stock
pursuant to an effective registration statement filed under the  Securities
Act.

     "Registration  Rights  Agreement" shall have the meaning set forth  in
Section 22 of this Agreement.

     "Reorganizations" shall  have the meaning set forth in Section 8(i) of
this Agreement.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Series A Exercise Price"  shall have the meaning set forth in Section
6(b) of this Agreement.

     "Series A Warrants" shall have  the  meaning set forth in the recitals
to this Agreement.

     "Series B Exercise Price" shall have the  meaning set forth in Section
6(b) of this Agreement.

     "Series B Warrants" shall have the meaning  set  forth in the recitals
to this Agreement.

     "Series C Exercise Price" shall have the meaning set  forth in Section
6(b) of this Agreement.

     "Series C Warrants" shall have the meaning set forth in  the  recitals
to this Agreement.

     "Series  D Exercise Price" shall have the meaning set forth in Section
6(b) of this Agreement.

     "Series D  Warrants"  shall have the meaning set forth in the recitals
to this Agreement.

     "Specified Value" per share  of  Common Stock or of any other security
(herein collectively referred to as a "Security") at any date shall be: (i)
if the Security is not regularly traded  in  any  market,  the value of the
Security determined in good faith by the board of directors  of the Company
and certified in a board resolution, which determination shall be final and
binding  upon the Holders; provided that if any of the Holders  of  20%  or
more of the warrants disagree with such valuation by the board of directors
and provide  notice  of  such  disagreement  to  the  Company requesting an
independent  valuation,  then  the  Company  shall  select  an  Independent
Financial Expert who shall determine the value of such Security  and  whose
customary  compensation  shall  be  provided by the Holders requesting such
independent valuation; (ii) if the Security  is  regularly  traded  in  any
market,  the average of the Closing Prices for each business day during the
period commencing  10 business days before such date and ending on the date
one day prior to such  date  or,  if the Security has been regularly traded
for less than 30 consecutive business  days  before  such  date,  then  the
average of the Closing Prices for all of the business days before such date
for which Closing Prices are available; provided that, if the Closing Price
is  not  determinable  for  at  least  15 business days in such period, the
Specified Value of the Security shall be  determined as if the Security was
not  regularly traded; or (iii) if the Security  is  registered  under  the
Exchange  Act  and  is  being sold in a firm commitment underwritten public
offering registered under  the Securities Act, the public offering price of
such Security set forth on the  cover  page  of  the prospectus relating to
such offering.

     "Stockholders' Agreement" means that certain  Stockholders'  Agreement
dated  the  date hereof by and among the Company and the parties listed  on
the signature pages thereto or otherwise party to such agreement.

     "Transfer  Agent"  shall  have  the meaning set forth in Section 11 of
this Agreement.

     "Warrant Certificates" shall have  the  meaning set forth in Section 2
of this Agreement.

     "Warrant  Number"  shall mean the number of  shares  of  Common  Stock
issuable upon the exercise  of  each  Warrant,  subject  to  adjustment  as
provided  in  Section  8 of this Agreement, which number shall initially be
one.

     "Warrant Register"   shall  mean the register maintained at the office
of the Company pursuant to Section  4  hereof  in  which  the  names of the
Holders of Warrants shall be registered.

     "Warrant Shares" means the shares of Common Stock and other securities
issuable upon exercise of the Warrants.

     "Warrants" shall mean, collectively, the Series A Warrants, the Series
B Warrants, the Series C Warrants and the Series D Warrants.

     Section 2. WARRANT CERTIFICATES.  The Company will issue and deliver a
certificate   or   certificates   evidencing  the  Warrants  (the  "Warrant
Certificates") pursuant to this Agreement.  Such Warrant Certificates shall
indicate which series of Warrants are  represented  thereby  and  shall  be
substantially  in  the  form  set forth as Exhibit "A" attached hereto. The
Warrant Certificates shall be dated the date of issuance by the Company.

     Section   3.   EXECUTION  OF  WARRANT   CERTIFICATES.    The   Warrant
Certificates shall be  signed  on  behalf  of  the  Company  by  its  Chief
Executive Officer or a Vice President. Each such signature upon the Warrant
Certificates may be in the form of a facsimile signature of the present  or
any  future Chief Executive Officer or Vice President, and may be imprinted
or otherwise  reproduced on the Warrant Certificates and, for such purpose,
the Company may  adopt  and  use  the facsimile signature of any person who
shall have been Chief Executive Officer  or Vice President, notwithstanding
the fact that at the time the Warrant Certificates  shall  be  delivered or
disposed  of  he  shall  have  ceased  to  hold  such  office. Each Warrant
Certificate shall also be signed on behalf of the Company  by  a  manual or
facsimile signature of its Secretary or an Assistant Secretary.

     Section  4.  REGISTRATION.  The Company shall number and register  the
Warrant Certificates in the Warrant Register maintained for such purpose as
they are issued. The  Company  may  deem and treat the registered holder(s)
from  time to time of the Warrant Certificates,  including  any  transferee
pursuant to a Permitted Transfer,  (the "Holders") as the absolute owner(s)
thereof   (notwithstanding  any  notation  of  ownership  or  other writing
thereon made by anyone) for all purposes and shall not be affected  by  any
notice to the contrary.

     Section 5. RESTRICTIONS ON TRANSFER; REGISTRATION OF TRANSFERS.

     (a)  Prior to any sale, assignment or other transfer (a "transfer") or
proposed transfer of the Warrants, unless such transfer is made pursuant to
an   effective   registration  statement  under  the  Securities  Act,  the
transferring Holder  will,  if  requested  by  the  Company, deliver to the
Company  an  opinion  of  counsel,  reasonably  satisfactory  in  form  and
substance to the Company, to the effect that the  Warrants  may  be sold or
otherwise  transferred  without  registration  under  the  Securities  Act;
provided,  however,  that  with  respect  to  transfers  by a Holder to its
Affiliate or transfers by Forman to Permitted Forman Transferees,  no  such
opinion  shall  be  required.   After receipt of the opinion of counsel, if
requested by the Company, the Company  shall,  within  five  days  thereof,
notify the Holder of such Warrants as to whether such opinion is reasonably
satisfactory, or if the Company does not so notify such Holder within  such
five  day  period,  such  Holder shall thereupon be entitled to effect such
transfer of such Warrants.  Upon  original issuance thereof, and until such
time as the same shall have been registered  under  the  Securities  Act or
sold  pursuant  to Rule 144 promulgated thereunder (or any similar rule  or
regulation), each Warrant Certificate shall bear the legend included on the
first page of Exhibit A, unless in the opinion of such counsel, such legend
is  no  longer  required   by  the  Securities  Act  and  each  certificate
representing Warrant Shares  shall  bear  the  legend(s)  specified  by the
Stockholders' Agreement.

     (b)  The  Company  shall,  upon  compliance  with the terms of Section
5(a),   register   the  Permitted  Transfer  of  any  outstanding   Warrant
Certificates in the  Warrant  Register to be maintained by the Company upon
surrender  of  such Warrant Certificates  at  the  office  of  the  Company
maintained for such  purpose  pursuant  to Section 18, accompanied by (i) a
written  instrument  or  instruments  of  transfer   in   form   reasonably
satisfactory  to  the  Company,  duly executed by the registered Holder  or
Holders thereof or by the duly appointed legal representative thereof or by
a duly authorized attorney and (ii)  payment of funds sufficient to pay any
stock transfer taxes payable upon the  making  of  such Permitted Transfer.
Upon  any  such  registration of transfer, the Company  shall  execute  and
deliver a new Warrant  Certificate  to  the transferee Holder(s) and in the
denominations  specified  in  such  instrument   of   assignment   and  the
surrendered  Warrant  Certificate shall be canceled and disposed of by  the
Company.  Subject to the  terms of Section 6 hereof, a Warrant, if properly
assigned, may be exercised  by  a  new  Holder  without a new Warrant first
having been issued.

     (c)  If and when any outstanding Warrant Certificate  is  assigned  in
blank  (in  case  the  restrictions  on  transferability  shall  have  been
terminated), the Company may (but shall not be obliged to) treat the bearer
of  such certificate as the absolute owner of such Warrant for all purposes
and the Company shall not be affected by any notice to the contrary.

     (d)  Subject  to  compliance  with  this  Section  5,  any outstanding
Warrant  Certificates  may be divided or combined with other Warrants  upon
presentation at the aforesaid  office  of  the  Company,  together  with  a
written  notice  specifying  the  names  and denominations in which the new
Warrants are to be issued, signed by the Holder  of the surrendered Warrant
Certificates or its agent or attorney.

     Section 6. WARRANTS; EXERCISE OF WARRANTS.

     (a)  Subject to the terms of this Agreement,  each  Holder  shall have
the right, which may be exercised commencing on the date of issuance of the
Warrants  and  until  5:00  p.m.,  New  York time, on January 14, 2007 (the
"Expiration  Date"),  to  receive  from  the Company  the  number  of  duly
authorized,  validly issued, fully paid and  nonassessable  Warrant  Shares
(and such other  consideration), free from all liens and other encumbrances
thereon, which the  Holder  may  at  the  time  be  entitled  to receive on
exercise of such Warrants and payment of the Exercise Price then  in effect
for such Warrant Shares; provided, however, that no Series B Warrant may be
exercised  until  all  Series  A  Warrants  owned  by such Holder have been
exercised; and provided further, that no Series C Warrant  may be exercised
until all Series A Warrants and Series B Warrants owned by such Holder have
been  exercised;  and  provided  further, that no Series D Warrant  may  be
exercised until all Series A Warrants,  Series  B  Warrants  and  Series  C
Warrants  owned  by  such  Holder  have  been  exercised.  Each Warrant not
exercised prior to 5:00 p.m., New York time, on  the  Expiration Date shall
become  void  and all rights thereunder and all rights in  respect  thereof
under this Agreement  shall  cease  as  of  such time. No adjustments as to
dividends will be made upon exercise of the Warrants,  except  as otherwise
expressly provided herein.

     (b)  The price at which each Warrant shall be exercisable shall  be as
follows:

          (i)  The   price   at  which  each  Series  A  Warrant  shall  be
               exercisable,  (the   "Series   A   Exercise  Price"),  shall
               initially be $34.74 per Warrant Share.

          (ii) The  price  at  which  each  Series  B  Warrant   shall   be
               exercisable,   (the   "Series   B  Exercise  Price"),  shall
               initially be $92.80 per Warrant Share.

          (iii)The  price  at  which  each  Series  C   Warrant   shall  be
               exercisable (the "Series C Exercise Price"), shall initially
               be $117.80 per Warrant Share.

          (iv) The   price   at  which  each  Series  D  Warrant  shall  be
               exercisable (the "Series D Exercise Price"), shall initially
               be $137.80 per Warrant Share.

          (v)  As used herein,  the  term  "Exercise  Price" shall mean the
               Series  A Exercise Price, the Series B Exercise  Price,  the
               Series C  Exercise Price and/or the Series D Exercise Price,
               as appropriate.

     (c)  Each Warrant shall  be exercisable, at the election of the Holder
thereof,  either in full or from  time  to  time  in  part,  during  normal
business hours  on any business day prior to the Expiration Date. A Warrant
may be exercised upon surrender to the Company at its office designated for
such purpose (as  provided  for  in  Section  18  hereof)  of  the  Warrant
Certificate  or  Certificates to be exercised with the form of election  to
purchase attached thereto duly filled in and signed and upon payment to the
Company of the Exercise  Price  for the number of Warrant Shares in respect
of  which  such Warrants are then exercised.  Prior  to  the  issuance  and
delivery of  any  Warrant Shares by the Company pursuant to this Section 6,
each Holder exercising  such  Warrants  shall  be  required  to execute the
Stockholders'  Agreement,  unless  such Holder is already a party  thereto.
Payment  of the aggregate Exercise Price  shall  be  made  in  cash  or  by
certified or official bank check payable to the order of the Company.

     (d)  Subject  to  the  provisions  of  Section  8  hereof,  upon  such
surrender   of   Warrant   Certificates,  execution  of  the  Stockholders'
Agreement, if required, and  payment  of  the  Exercise  Price, the Company
shall  issue and cause to be delivered, as promptly as practicable,  to  or
upon the  written  order  of  the  Holder and in such name or names as such
Holder may designate a certificate or  certificates  for the number of full
Warrant Shares issuable upon the exercise of such Warrants  (and such other
consideration  as  may  be  deliverable  upon  exercise  of  such Warrants)
together with cash for fractional Warrant Shares as provided in  Section 12
hereof.  The  certificate or certificates for such Warrant Shares shall  be
deemed to have  been issued and the person so named therein shall be deemed
to have become a holder of record of such Warrant Shares as of the close of
business on the date  of  the  surrender of such Warrants, execution of the
Stockholders' Agreement, if required,  and  payment  of the Exercise Price,
irrespective  of the date of delivery of such certificate  or  certificates
for Warrant Shares.   In  the event that a Warrant Certificate is exercised
in  respect of fewer than all  of  the  Warrant  Shares  issuable  on  such
exercise  at  any  time  prior  to  the  Expiration  Date,  a  new  Warrant
Certificate evidencing the remaining Warrant or Warrants will be issued and
delivered  pursuant  to  the provisions of this Section 6 and of Section  4
hereof.  All Warrant Certificates  surrendered  upon  exercise  of Warrants
shall  be  canceled and disposed of by the Company. The Company shall  keep
copies of this  Agreement  and  any  notices  given  or  received hereunder
available for inspection by the Holders during normal business hours at its
office.

     (e)  In  the  event  the Company has completed a Public  Offering,  in
addition to and without limiting  the  rights of the Holder under the terms
hereof, at a Holder's option, a Warrant  Certificate  may  be  exercised by
being converted in whole or in part at any time or from time to  time prior
to  the  Expiration  Date for a number of shares of Common Stock having  an
aggregate Specified Value  on  the  date  of  such  exercise  equal  to the
difference  between (x) the Specified Value of the number of Warrant Shares
in respect of  which such Warrant Certificate is then exercised and (y) the
aggregate Exercise  Price  for  such  shares  in  effect  at such time. The
following equation illustrates how many Warrant Shares would then be issued
upon exercise pursuant to this Section 6(e):

                        X = [N <multiply> (CMV - PSP)] <divide> CMV

     where:

     CMV  =  Current Market Value per Warrant Share at date of exercise.
     PSP  =  Per share Exercise Price at date of exercise.
     N    =  Number  of  Warrant  Shares  in  respect of which the  Warrant
             Certificate is being exercised by conversion.
     X    =  Number of Warrant Shares issued upon exercise by conversion.

Upon  any  such  exercise,  the number of Warrant Shares  purchasable  upon
exercise of such Warrant Certificate  shall  be  reduced  by  the number of
Warrant Shares so converted and, if a balance of purchasable Warrant Shares
remain  after such exercise, the Company shall execute and deliver  to  the
Holder thereof  a  new  Warrant  Certificate  for  such  balance of Warrant
Shares.  No payment of any cash or other consideration to the Company shall
be  required from the Holder of a Warrant in connection with  any  exercise
thereof  by conversion pursuant to this Section 6(e). Such conversion shall
be effective  upon the date of execution of the Stockholders' Agreement, if
required, and receipt  by  the  Company of the original Warrant surrendered
for cancellation and a written request  from  the  Holder  thereof that the
conversion pursuant to this Section 6(e) be made, or at such  later date as
may be specified in such request. No fractional shares arising  out  of the
above formula for determining the number of Warrant Shares issuable in such
conversion  shall  be  issued,  and  the Company shall in lieu thereof make
payment to the Holder of cash in the amount  of such fraction multiplied by
the Specified Value of a Warrant Share on the date of the conversion.

     Section 7. PAYMENT OF TAXES.  The Company  will  pay  all  documentary
stamp taxes and other governmental charges (excluding all foreign,  federal
or  state income, franchise, property, estate, inheritance, gift or similar
taxes)  in  connection  with  the  issuance  or  delivery  of  the Warrants
hereunder,  as well as all such taxes attributable to the initial  issuance
or delivery of  Warrant Shares upon the exercise of Warrants and payment of
the Exercise Price.  The Company shall not, however, be required to pay any
tax that may be payable  in  respect  of  any  subsequent  transfer  of the
Warrants  or  any transfer involved in the issuance and delivery of Warrant
Shares in a name  other  than  that  in  which  the  Warrants to which such
issuance relates were registered, and, if any such tax  would  otherwise be
payable  by the Company, no such issuance or delivery shall be made  unless
and until  the  person requesting such issuance has paid to the Company the
amount of any such tax, or it is established to the reasonable satisfaction
of the Company that any such tax has been paid.

     Section 8. ADJUSTMENT  OF  WARRANT  NUMBER.   The  Warrant  Number  is
subject  to  adjustment from time to time upon the occurrence of the events
enumerated in,  or  as  otherwise  provided  in,  this Section 8.  Anything
contained in this Section 8 notwithstanding, any adjustment  made  pursuant
to any provision of this Section 8 shall be made without duplication  of an
adjustment otherwise required by and made pursuant to another provision  of
this Section 8 on account of the same facts or events.

     (a)  ADJUSTMENT FOR CHANGE IN CAPITAL STOCK. If the Company:

          (i)  pays  a dividend or makes a distribution on its Common Stock
               in shares of its Common Stock;

          (ii) subdivides  or reclassifies its outstanding shares of Common
               Stock into a greater number of shares;

          (iii)combines or reclassifies  its  outstanding  shares of Common
               Stock into a smaller number of shares;

          (iv) makes  a  distribution  on  Common  Stock in shares  of  its
               capital stock other than Common Stock; or

          (v)  issues by reclassification of its Common Stock any shares of
               its  capital  stock  (other  than reclassifications  arising
               solely as a result of a change  in  the  par value or no par
               value of the Common Stock);

then the Warrant Number in effect immediately prior to such action shall be
proportionately  adjusted  so  that  the  Holder of any Warrant  thereafter
exercised may receive the aggregate number  and  kind  of shares of capital
stock of the Company which it would have owned immediately  following  such
action if such Warrant had been exercised immediately prior to such action.
The adjustment shall become effective immediately after the time of payment
or  distribution, as appropriate, in the case of a dividend or distribution
and immediately  after  the  effective  date  in the case of a subdivision,
combination or reclassification.

     Such adjustment shall be made successively  whenever  any event listed
above shall occur. If the occurrence of any event listed above  results  in
an  adjustment  under  subsection  (b) or (c) of this Section 8, no further
adjustment shall be made under this  subsection (a).  The Company shall not
issue shares of Common Stock as a dividend  or distribution on any class of
capital stock other than Common Stock, unless the Holders also receive such
dividend or distribution on a ratable basis or  the  appropriate adjustment
to the Warrant Number is made under this Section 8.

     (b)  ADJUSTMENT  FOR  RIGHTS ISSUE.  If the Company  distributes  (and
receives  no  consideration  therefor)  any  rights,  options  or  warrants
(whether or not immediately exercisable)  to  holders  of  any class of its
Common Stock entitling them to purchase shares of Common Stock  at  a price
per  share  less  than  the  Specified  Value  per share on the record date
relating  to such distribution, the Warrant Number  shall  be  adjusted  in
accordance with the following formula:

                W'   =   W <multiply> {(O + N) <divide> [O + [(N <multiply>
P) <divide> M]]}

     where:

     W' = the adjusted Warrant Number.
     W  = the Warrant Number  immediately  prior to the record date for any
          such distribution.
     O  = the number of shares of Common Stock  outstanding  on the  record
          date for any such distribution.
     N  = the  number  of  additional shares of Common Stock issuable  upon
          exercise of such rights, options or warrants.
     P  = the exercise price per share of such rights, options or warrants.
     M  = the Specified Value  per share of Common Stock on the record date
          for any such distribution.

     The adjustment shall be made  successively  whenever  any such rights,
options or warrants are issued and shall become effective immediately after
the record date for the determination of stockholders entitled  to  receive
the  rights,  options or warrants. If at the end of the period during which
such rights, options  or  warrants are exercisable, not all rights, options
or warrants shall have been exercised, the adjusted Warrant Number shall be
immediately readjusted to what  it  would  have  been  if  "N" in the above
formula  had been the number of shares actually issued; provided,  however,
to the extent  that  any  Warrants  have  been  exercised prior to any such
readjustment, the number of Warrant Shares that have  been delivered or the
number  of Warrant Shares to be delivered pursuant to such  exercise  shall
not be subject to any readjustment.  In any case in which this Section 8(b)
shall require  that  an  adjustment in the Warrant Number be made effective
immediately after the record  date  for  a specified event, the company may
elect  to  defer until the exercise of such  rights,  options  or  warrants
issuing to the  Holder  of any Warrant exercised after such record date the
number of Warrant Shares,  if  any,  issuable  upon  such exercise over and
above the number of Warrant Shares, if any, issuable upon  such exercise on
the  basis  of  the  Warrant  Number  in  effect  prior to such adjustment;
provided, however, that the Company shall deliver to such Holder a due bill
or other appropriate instrument evidencing such Holder's  right  to receive
such additional Warrant Shares upon the exercise of such rights, options or
warrants.

     (c)  ADJUSTMENT FOR OTHER DISTRIBUTIONS. If the Company distributes to
all  holders  of  any  class  of  its  Common  Stock  (i)  any evidences of
indebtedness of the Company or any of its subsidiaries, (ii)  any assets of
the  Company  or  any of its subsidiaries, or (iii) any rights, options  or
warrants to acquire any of the foregoing or to acquire any other Securities
of the Company, the Warrant Number shall be adjusted in accordance with the
following formula:

                         W'  =  W <multiply> [M <divide> (M - F)]

     where:

     W'   =    the adjusted Warrant Number.
     W    =    the  Warrant  Number  immediately  prior  to the record date
               mentioned below.
     M    =    the Specified Value per share of Common Stock  on the record
               date mentioned below.
     F    =    the Specified Value on the record date mentioned  below with
               respect to any other Securities or the fair market  value on
               the   record  date  mentioned  below  with  respect  to  any
               indebtedness,    assets,   rights,   options   or   warrants
               distributable to the holder of one share of Common Stock.

     The  adjustment  shall  be  made   successively   whenever   any  such
distribution  is  made  and  shall  become  effective immediately after the
record date for the determination of stockholders  entitled  to receive the
distribution. If an adjustment is made pursuant to this subsection (c) as a
result of the issuance of rights, options or warrants and at the end of the
period  during  which any such rights, options or warrants are exercisable,
not all such rights,  options  or  warrants  shall have been exercised, the
adjusted Warrant Number shall be immediately readjusted  as  if  "F" in the
above  formula  was  the  fair  market  value  on  the  record  date of the
indebtedness  or assets actually distributed upon exercise of such  rights,
options or warrants  divided  by  the  number  of  shares  of  Common Stock
outstanding on the record date; provided, however, to the extent  that  any
Warrants  have been exercised prior to any such readjustment, the number of
Warrant Shares  that have been delivered or the number of Warrant Shares to
be delivered pursuant  to  such  exercise  shall  not  be  subject  to  any
readjustment.  In any case in which this Section 8(c) shall require that an
adjustment  in  the  Warrant Number be made effective immediately after the
record date for a specified event, the company may elect to defer until the
exercise of such rights,  options  or warrants issuing to the Holder of any
Warrant exercised after such record  date  the number of Warrant Shares, if
any,  issuable  upon such exercise over and above  the  number  of  Warrant
Shares, if any, issuable  upon  such  exercise  on the basis of the Warrant
Number  in  effect prior to such adjustment; provided,  however,  that  the
Company shall  deliver  to  such  Holder  a  due  bill or other appropriate
instrument  evidencing  such  Holder's  right  to receive  such  additional
Warrant Shares upon the exercise of such rights, options or warrants.

     This  subsection  does  not  apply  to  any transaction  described  in
subsection (a) of this Section 8 or to rights, options or warrants referred
to in subsection (b) or (d) of this Section 8.

     Such fair market value shall be determined in good faith by the by the
board of directors of the Company, whose determination  shall  be described
in  a  duly  adopted  resolution  certified  by the Company's Secretary  or
Assistant Secretary, which determination shall  be  final  and binding upon
the Holders.

     (d)  ADJUSTMENT FOR COMMON STOCK ISSUE.  If the Company  issues shares
of  Common Stock (including treasury shares) for a consideration  per share
less  than the Specified Value per share on the date the Company fixes  the
offering  price  of  such   additional  shares, the Warrant Number shall be
adjusted in accordance with the following formula:

                      W'  =  W <multiply> {A <divide> [O + (P <divide> M)]}

     where:

     W' = the adjusted Warrant Number.
     W  = the Warrant Number immediately prior to any such issuance.
     O  = the  number  of shares of Common  Stock  outstanding  immediately
          prior to the issuance of such additional shares of Common Stock.
     P  = the aggregate  consideration  received  for  the issuance of such
          additional shares of Common Stock.
     M  = the  Specified Value per share of Common Stock  on  the  date  of
          issuance of such additional shares.
     A  = the number  of  shares  of  Common  Stock outstanding immediately
          after the issuance of such additional shares of Common Stock.

     The adjustment shall be made successively  whenever  any such issuance
is made, and shall become effective immediately after such issuance.

     This  subsection  (d)  does  not  apply  to  any  of  the transactions
described  in  subsection (a) of this Section 8 or the issuances  described
below:

          (i)  The  issuance  of Common Stock upon the conversion, exercise
               or  exchange  of  any  Convertible  Securities  (as  defined
               below), including the  Warrants,  outstanding  on  the  date
               hereof or for which an adjustment has been made pursuant  to
               this Section 8; or

          (ii) (A)  The  grant of rights to purchase shares of Common Stock
               and  the issuance  of  such  shares  of  Common  Stock  upon
               exercise of such rights, to directors, members of management
               or employees of the Company and its subsidiaries pursuant to
               management  incentive plans, employee incentive plans, stock
               option and stock purchase plans or agreements adopted by the
               board of directors  of  the  Company  and  (B) following the
               acquisition  by the Company of any of the rights  or  shares
               referred  to in  clause  (A)  the  reissuance  of  any  such
               acquired rights  and  the issuance of shares of Common Stock
               upon exercise thereof and  (C) the grant of any rights under
               a  phantom stock plan, stock  appreciation  rights  plan  or
               other  deferred  compensation plan to officers, directors or
               employees of the Company and its subsidiaries.

     (e)  ADJUSTMENT  FOR CONVERTIBLE  SECURITIES  ISSUE.  If  the  Company
issues  any options, warrants  or  other  securities  convertible  into  or
exchangeable  or  exercisable  for  Common Stock ("Convertible Securities")
(other than securities issued in transactions  described  in subsection (b)
or  (c)  of this Section 8) for a consideration per share of  Common  Stock
deliverable  upon  conversion, exchange or exercise of such securities less
than the Specified Value  per  share  on  the  date  of  issuance  of  such
securities,  the  Warrant  Number  shall be adjusted in accordance with the
following formula:

                   W'  =  W <multiply>  {(O  + D) <divide> [O + (P <divide>
M)]}

     where:

     W' = the adjusted Warrant Number.
     W  = the Warrant Number immediately prior to any such issuance.
     O  = the  number  of  shares of Common Stock  outstanding  immediately
          prior to the issuance of such securities.
     P  = the sum of the aggregate  consideration received for the issuance
          of  such  securities  and  the  aggregate  minimum  consideration
          receivable  by the Company for  issuance  of  Common  Stock  upon
          conversion  or  in  exchange  for,  or  upon  exercise  of,  such
          securities.
     M  = the Specified  Value  per  share  of  Common Stock on the date of
          issuance of such securities.
     D  = the  maximum number of shares of Common  Stock  deliverable  upon
          conversion or in exchange for or upon exercise of such securities
          at the initial conversion, exchange or exercise rate.

     The adjustment  shall  be made successively whenever any such issuance
is made, and shall become effective immediately after such issuance.

     If all of the Common Stock  deliverable  upon  conversion, exchange or
exercise  of  such  securities  has  not been issued when  the  conversion,
exchange  or  exercise  rights  of such securities  have  expired  or  been
terminated, then the adjusted Warrant  Number  shall promptly be readjusted
to  the  adjusted Warrant Number which would then  be  in  effect  had  the
adjustment  upon  the issuance of such securities been made on the basis of
the  actual number of  shares  of  Common  Stock  issued  upon  conversion,
exchange   or  exercise  of  such  securities.  If  the  aggregate  minimum
consideration  receivable  by the Company for issuance of Common Stock upon
conversion or in exchange for,  or  upon exercise of, such securities shall
be increased or decreased by virtue of provisions therein contained or upon
the arrival of a specified date or the happening of a specified event, then
the Warrant Number shall promptly be readjusted to the Warrant Number which
would  then  be in effect had the adjustment  upon  the  issuance  of  such
securities been  made  on  the basis of such increased or decreased minimum
consideration.  To the extent  that  any Warrants have been exercised prior
to  any such readjustment, the number of  Warrant  Shares  that  have  been
delivered  or the number of Warrant Shares to be delivered pursuant to such
exercise shall  not  be  subject to any readjustment.  In any case in which
this Section 8(e) shall require that an adjustment in the Warrant Number be
made effective immediately  after  any such issuance, the company may elect
to defer until the conversion, exchange  or  exercise  of  such  securities
issuing  to the Holder of any Warrant exercised after such record date  the
number of  Warrant  Shares,  if  any,  issuable upon such exercise over and
above the number of Warrant Shares, if any,  issuable upon such exercise on
the  basis  of  the  Warrant  Number in effect prior  to  such  adjustment;
provided, however, that the Company shall deliver to such Holder a due bill
or other appropriate instrument  evidencing  such Holder's right to receive
such additional Warrant Shares upon the conversion, exchange or exercise of
such securities.

     This subsection (e) does not apply to the  issuance of the Warrants or
to any of the transactions described in paragraph  (b) of this Section 8 or
excluded from the provisions of paragraph (d) of this Section 8.

     (f)  CONSIDERATION   RECEIVED.   For   purposes  of  any   computation
respecting consideration received pursuant to  subsections  (d)  and (e) of
this Section 8, the following shall apply:

          (i)  in  the  case of the issuance of shares of Common Stock  for
               cash, the  consideration  shall  be  the amount of such cash
               (without  any  deduction  being  made for  any  commissions,
               discounts or other expenses incurred  by the Company for any
               underwriting  of  the  issue  or  otherwise   in  connection
               therewith);

          (ii) in the case of the issuance of shares of Common  Stock for a
               consideration  in  whole  or  in  part other than cash,  the
               consideration other than cash shall be deemed to be the fair
               market  value  thereof  (irrespective   of   the  accounting
               treatment thereof) as determined in good faith  by the board
               of directors of the Company; and

          (iii)in  the case of the issuance of options, warrants  or  other
               securities  convertible  into or exchangeable or exercisable
               for  shares  of Common Stock,  the  aggregate  consideration
               received therefor  shall  be  deemed to be the consideration
               received by the Company for the  issuance of such securities
               plus the additional minimum consideration,  if  any,  to  be
               received  by  the  Company  upon the conversion, exchange or
               exercise  thereof (the consideration  in  each  case  to  be
               determined in the same manner as provided in clauses (i) and
               (ii) of this subsection).

     (g)  WHEN DE MINIMIS  ADJUSTMENT MAY BE DEFERRED. No adjustment in the
Warrant Number need be made unless the adjustment would require an increase
or decrease of at least 1% in  the  Warrant  Number. Any adjustment that is
not made shall be carried forward and taken into  account in any subsequent
adjustment, provided that no such adjustment shall  be  deferred beyond the
date on which a Warrant is exercised.  All calculations under  this Section
8 shall be made to the nearest 1/100th of a share.

     (h)  WHEN  NO ADJUSTMENT REQUIRED. If an adjustment is made  upon  the
establishment of  a  record  date  for a distribution subject to subsection
(a), (b) or (c) of this Section 8 and  such  distribution  is  subsequently
canceled, the Warrant Number then in effect shall be readjusted,  effective
as  of  the  date when the board of directors of the Company determines  to
cancel such distribution,  to  that which would have been in effect if such
record  date  had  not been fixed.   To  the  extent  the  Warrants  become
convertible into cash,  no  adjustment  need  be  made thereafter as to the
amount of cash into which such Warrants are exercisable.  Interest will not
accrue on the cash.

     (i)  REORGANIZATIONS.   Except  as  set  forth below, in case  of  any
capital reorganization, other than in the cases  referred to in subsections
(a), (b), (c), (d), (e) or (f) of this Section 8,  or  the consolidation or
merger of the Company with or into another corporation (other than a merger
or  consolidation  in which the Company is the continuing  corporation  and
which does not result  in any reclassification of the outstanding shares of
Common Stock into shares  of  other stock or other securities or property),
or the sale, transfer or other  disposition  of all or substantially all of
the property of the Company (collectively, such  actions  being hereinafter
referred to as "Reorganizations"), then each Holder of Warrants  which  are
exercisable,  shall  have  the  right to receive notice from the Company of
such Reorganization at least thirty  (30) days prior to the closing date of
such Reorganization, which notice shall  include  a  copy  of the operative
Reorganization   documents   or   a   summary  of  their  operative  terms.
Thereafter, the Holders of exercisable  Warrants  shall have until ten (10)
days  prior  to the closing date of the Reorganization,  to  exercise  such
Warrants and participate  in such Reorganization on the terms negotiated by
the Company.  If such exercisable  Warrants  are  not  then exercised, such
Warrants,  and,  in any event, all Warrants that are not then  exercisable,
shall terminate as  of  the  closing  date  of  such Reorganization. If the
Company  merges with or into any Person in a stock-for-stock  merger,  upon
consummation  of  such  transaction the Warrants shall automatically become
exercisable for the kind  and  amount  of  securities which the Holder of a
Warrant would have owned immediately after the  merger  if  the  Holder had
exercised  the  Warrant  immediately  before  the  effective  date  of  the
transaction.   Concurrently  with  the  consummation  of  such  merger, the
corporation  formed  by  or  surviving  any such merger, if other than  the
Company,  shall  expressly  assume  the  due and  punctual  observance  and
performance of each and every covenant and  condition of this Agreement and
shall enter into a supplemental Warrant Agreement  so providing and further
providing  for adjustments which shall be as nearly equivalent  as  may  be
practical to  the  adjustments provided for in this Section.  The successor
Company shall mail to  Warrant holders a notice describing the supplemental
Warrant Agreement.

     (j)  FORM OF WARRANTS.  Irrespective  of any adjustments in the number
or kind of shares purchasable upon the exercise  of  the Warrants, Warrants
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the Warrants  initially issuable
pursuant to this Agreement.

     (k)  MISCELLANEOUS.  In  case  at any time or from time  to  time  the
Company shall take any action in respect  of  its  Common Stock, other than
any action described in this Section 8, then the number of shares of Common
Stock  for  which  this Warrant is exercisable shall be  adjusted  in  such
manner as may be equitable  in  the  circumstances.   For  purpose  of this
Section  8  the term "shares of Common Stock" shall mean (i) shares of  any
class of stock  designated as common stock of the Company as of the date of
this Agreement, (ii)  shares  of  any  other  class of stock resulting from
successive changes or reclassification of such  shares consisting solely of
changes in par value, or from par value to no par  value,  or  from  no par
value  to  par  value  and  (iii)  shares of common stock of the Company or
options, warrants or rights to purchase  common  stock  of  the  Company or
evidences  of indebtedness, shares of stock or securities convertible  into
or exchangeable  for  shares  of common stock of the Company outstanding on
the date hereof and shares of common  stock  of  the  Company  issued  upon
exercise,  conversion  or exchange of such securities. In the event that at
any time, as a result of an adjustment made pursuant to this Section 8, the
Holders of Warrants shall become entitled to purchase any securities of the
Company other than, or in  addition  to, shares of Common Stock, thereafter
the number or amount of such other securities  so purchasable upon exercise
of  each Warrant shall be subject 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 subsections (a) through (k)
of this Section 8, inclusive, and the provisions of Sections 4, 5, 6 and 11
hereof with respect  to  the Warrant Shares or the Common Stock shall apply
on like terms to any such other securities.

     Section  9. NOTICES TO  HOLDERS.   Upon  any  adjustment  pursuant  to
Section 8 hereof,  the  Company shall thereafter (a) cause to be filed with
the Company a certificate  signed by the principal financial officer of the
Company setting forth the Warrant  Number after such adjustment and setting
forth in reasonable detail the method  of  calculation  and  the facts upon
which such calculations are based, and (b) cause to be given to each of the
Holders at its address appearing on the Warrant Register written  notice of
such  adjustments.  Where  appropriate, such notice may be given in advance
and included as a part of the  notice required to be mailed under the other
provisions of this Section 9.

     In case:

     (i)  the Company shall authorize the issuance to all holders of shares
of Common Stock of rights, options or warrants to subscribe for or purchase
shares of Common Stock or of any other subscription rights or warrants;

     (ii) the Company shall authorize  the  distribution  to all holders of
shares  of  Common  Stock  of  assets,  including  cash, evidences  of  its
indebtedness, or other securities;

     (iii) of any consolidation or merger to which the  Company  is a party
and  for which approval of any stockholders of the Company is required,  or
of the  conveyance  or  transfer all or substantially all of the properties
and assets of the Company,  or  of any reclassification or change of Common
Stock issuable upon exercise of the  Warrants  (other  than a change in par
value,  or  from  par value to no par value, or from no par  value  to  par
value, or as a result  of  a subdivision or combination), or a tender offer
or exchange offer for shares of Common Stock; or

     (iv) of  the  voluntary or  involuntary  dissolution,  liquidation  or
winding up of the Company;

then the Company shall  cause  to  be  given  to each of the Holders at its
address appearing on the Warrant Register, at least  15  days  prior to the
applicable record date hereinafter specified, or the date of the  event  in
the  case  of  events for which there is no record date, in accordance with
the provisions of  Section 18 hereof, a written notice stating (A) the date
as of which the holders  of record of shares of Common Stock to be entitled
to receive any such rights,  options,  warrants  or  distribution are to be
determined,  or  (B) the initial expiration date set forth  in  any  tender
offer or exchange  offer  for  shares  of  Common Stock, or (C) the date on
which  any such consolidation, merger, conveyance,  transfer,  dissolution,
liquidation  or  winding up is expected to become effective or consummated,
and the date as of which it is expected that holders of record of shares of
Common Stock shall  be  entitled  to exchange such shares for securities or
other   property,   if  any,  deliverable   upon   such   reclassification,
consolidation, merger,  conveyance,  transfer,  dissolution, liquidation or
winding up. The failure to give the notice required  by  this  Section 9 or
any  defect  therein  shall  not  affect  the  legality or validity of  any
distribution,  right, option, warrant, consolidation,  merger,  conveyance,
transfer, dissolution,  liquidation  or  winding  up,  or the vote upon any
action.

     Section 10. REDEMPTION.

     (a)  The  Series  A  Warrants,  Series B Warrants, Series  C  Warrants
and/or Series D Warrants may be redeemed,  at the option of the Company, as
a whole series and not in part, at any time  after  they become exercisable
and prior to the Expiration Date, at the office of the  Company  maintained
pursuant  to  Section  18  hereof,  at  the  price  of  $0.01  per  Warrant
("Redemption  Price"),  provided  that the Common Stock has been registered
under the Exchange Act, and provided  further that the Closing Price of the
Common Stock has been at least one hundred  and seventy-five percent (175%)
of the Exercise Price on each of the thirty (30)  consecutive  trading days
ending  on  the  third  business  day prior to the date on which notice  of
redemption is given, the satisfaction of which condition shall be certified
by the Company, and provided further, that with respect to Warrants held by
Forman, he is entitled to exercise  a  demand  registration with respect to
the  underlying  shares of Common Stock pursuant to  Section  2(d)  of  the
Registration Rights Agreement.

     (b)  In the event the Company shall elect to redeem all of one or more
series of Warrants, the Company shall fix a date for redemption.  Notice of
redemption shall be  mailed  by  the  Company in accordance with Section 19
hereof  not  less  than  thirty  (30) days prior  to  the  date  fixed  for
redemption to the registered Holders of the Warrants to be redeemed.

     (c)  The Warrants to be redeemed  may  be exercised in accordance with
Section 6 of this Agreement at any time after  notice  of  redemption shall
have been given by the Company pursuant to Section 10(b) hereof  and  prior
to  the  time  and  date fixed for redemption.  On and after the redemption
date, the Holder of Warrants  to  be  redeemed shall have no further rights
except to receive, upon surrender of such  Warrants  to  be  redeemed,  the
Redemption Price.

     Section  11.  RESERVATION OF WARRANT SHARES.  The Company shall at all
times reserve and keep  available,  free  from preemptive rights (except as
otherwise  provided herein), out of the aggregate  of  its  authorized  but
unissued Common Stock or its authorized and issued Common Stock held in its
treasury, for the purpose of enabling it to satisfy any obligation to issue
Warrant Shares  upon  exercise of Warrants, the maximum number of shares of
Common Stock which may  then  be  deliverable  upon  the  exercise  of  all
outstanding  Warrants,  but such shares of Common Stock shall be subject to
the terms and conditions of the Stockholders' Agreement.

     The Company or, if appointed,  the transfer agent for the Common Stock
and  each transfer agent for any shares  of  the  Company's  capital  stock
issuable  upon  the  exercise  of  any  of  the Warrants (collectively, the
"Transfer Agent") will be irrevocably authorized  and directed at all times
to reserve such number of authorized shares as shall  be  required for such
purpose. The Company shall keep a copy of this Agreement on  file  with any
such  Transfer Agent. The Company will supply any such Transfer Agent  with
duly executed  certificates for such purposes and will provide or otherwise
make  available all  other  consideration  that  may  be  deliverable  upon
exercise  of the Warrants. The Company will furnish any such Transfer Agent
a copy of all  notices  of  adjustments  and  certificates related thereto,
transmitted to each Holder pursuant to Section 9 hereof.

     Before taking any action which would cause  an  adjustment pursuant to
Section 8 hereof to reduce the Exercise Price below the  then par value (if
any)  of  the  Warrant Shares, the Company shall take any corporate  action
which may, in the  opinion  of  its counsel, be necessary in order that the
Company  may validly and legally issue  duly  authorized,  fully  paid  and
nonassessable Warrant Shares at the Exercise Price as so adjusted.

     The Company  covenants that all Warrant Shares and other capital stock
issued upon exercise  of  Warrants will, upon payment of the Exercise Price
therefor and issue thereof,  be  validly authorized and issued, fully paid,
nonassessable, free of preemptive  rights (except as may be granted by this
Agreement) and free, subject to Section  7  hereof,  from all taxes, liens,
charges and security interests with respect to the issue  thereof, but such
Warrant  Shares  shall  be  subject  to  the  terms and conditions  of  the
Stockholders' Agreement.

     Section 12. FRACTIONAL INTERESTS.  The Company  shall  not be required
to  issue  fractional Warrant Shares on the exercise of Warrants.  If  more
than one Warrant  shall  be presented for exercise in full at the same time
by the same holder, the number  of  full  Warrant  Shares  which  shall  be
issuable  upon  the  exercise thereof shall be computed on the basis of the
aggregate number of Warrant  Shares purchasable on exercise of the Warrants
so presented. If any fraction  of  a  Warrant  Share  would, except for the
provisions of this Section 12, be issuable on the exercise  of any Warrants
(or  specified  portion thereof), the Company shall pay an amount  in  cash
equal to the Specified Value of the Warrant Share so issuable multiplied by
such fraction.

     Section 13. MUTILATED OR MISSING WARRANT CERTIFICATES.  If a mutilated
Warrant Certificate  is  surrendered  to the Company, or if the Holder of a
Warrant  Certificate claims and submits  an  affidavit  or  other  evidence
satisfactory  to the Company to the effect that the Warrant Certificate has
been lost, destroyed  or  wrongfully  taken,  the  Company  shall  issue  a
replacement  Warrant  Certificate.  If  required by the Company such Holder
must provide an indemnity bond, or other  form  of indemnity, sufficient in
the judgment of the Company to protect the Company  from  any loss which it
may  suffer  if  a  Warrant  Certificate  is replaced. If any institutional
Holder  (or  nominee thereof) is the owner of  any  such  lost,  stolen  or
destroyed Warrant  Certificate, then the affidavit of an authorized officer
of such owner, setting  forth the fact of loss, theft or destruction and of
its ownership of the Warrant Certificate at the time of such loss, theft or
destruction shall be accepted  as  satisfactory  evidence  thereof  and  no
further  indemnity  shall  be  required as a condition to the execution and
delivery of a new Warrant Certificate  other  than  the  unsecured  written
agreement of such owner to indemnify the Company or, at the option of  such
institutional  Holder,  an  indemnity  bond  in the amount of the Specified
Value  of  the  Warrant  Shares  for  which  such Warrant  Certificate  was
exercisable.

     Section 14. TAKING OF RECORD; STOCK AND WARRANT  TRANSFER  BOOKS.   In
the  case  of  all  dividends  or other distributions by the Company to the
Holders of its Common Stock with  respect to which any provision of Section
8 refers to the taking of a record  of  such  Holders,  the Company will in
each such case take such a record and will take such record as of the close
of  business on a business day.  The Company will not at any  time,  except
(a) upon  dissolution,  liquidation  or  winding up, or (b) for purposes of
declaring  and  paying  a  dividend  or  matters   related   to  voting  by
stockholders of the Company, close its stock transfer books or  the Warrant
Register so as to result in preventing or delaying the exercise or transfer
of any Warrant.

     Section  15.  LIMITATION  OF  LIABILITY.   No provision hereof in  the
absence of affirmative action by the Holder of a Warrant to purchase shares
of Common Stock, and no mere enumeration herein of the rights or privileges
of  a  Holder,  shall give rise to any liability of  such  Holder  for  the
Exercise Price or  as  a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.

     Section 16. RIGHTS OF THE HOLDER.  Nothing contained in this Agreement
or in any Warrant Certificate  shall  be  construed  as conferring upon the
Holders,  prior  to  the  exercise  of  such  Warrants,  any  rights  of  a
stockholder in the Company, either at law or in equity, and the  rights  of
the Holders are limited to those expressed in this Agreement.

     Section  17.  COMPANY  INFORMATION. The Company agrees that so long as
any Warrants remain outstanding  and  so long as the Company shall not have
registered any of its securities pursuant  to  Section  12  of the Exchange
Act, or filed a registration statement pursuant to the requirements  of the
Securities  Act,  the  Holders  will  be  entitled to receive, upon written
request, the same financial information as made available to the holders of
common stock pursuant to the Stockholders' Agreement.

     Section 18. OFFICE OF THE COMPANY.  As  long  as  any  of the Warrants
remains outstanding, the Company shall maintain an office in  New  Orleans,
Louisiana  where  the  Warrants  may  be  presented for exercise, transfer,
division  or  combination as provided for herein.   Such  office  shall  be
located at 650  Poydras  Street,  Suite 2200, New Orleans, Louisiana 70130,
unless and until the Company shall designate and maintain some other office
for such purposes and give written  notice  thereof  to  the Holders of all
outstanding Warrants.

     Section 19. NOTICES TO THE COMPANY AND HOLDERS.  All notices and other
communications provided for or permitted hereunder shall be  in writing and
shall  be  made by hand-delivery, first-class mail, facsimile or  overnight
air courier  guaranteeing next day delivery addressed to the Company at its
principal office  located  at  650 Poydras Street, Suite 2200, New Orleans,
Louisiana 70130 (facsimile no.:   504-522-1796)  and to each of the Holders
at its address appearing on the Warrant Register.   All  such  notices  and
communications  shall  be  deemed  to  have  been  duly  given: at the time
delivered by hand, if personally delivered; five business  days after being
deposited in the mail, postage prepaid, if mailed (so long as a fax copy is
sent  and  receipt  acknowledged  within two business days after  mailing);
when receipt acknowledged, if faxed; and the next business day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next
day delivery. The parties and Holders  may  change  the  addresses to which
notices are to be given by giving five days' prior written  notice  of such
change in accordance herewith.

     Section   20.  CERTAIN  SUPPLEMENTS  AND  AMENDMENTS;  AMENDMENTS  AND
WAIVERS.

     (a)  The Company  may  from  time  to  time  supplement  or amend this
Agreement  without  the  approval  of  any  Holders  in  order to cure  any
ambiguity or to correct or supplement any provision contained  herein which
may  be  defective or inconsistent with any other provision herein,  or  to
make any other  provisions  in  regard  to  matters  or  questions  arising
hereunder which the Company may deem necessary or desirable; provided  that
any  such supplement or amendment shall not in any way adversely affect the
interests of the Holders.

     (b)  This  Agreement may be amended by the affirmative vote of Holders
holding Warrants to purchase not less than two-thirds of the Warrant Shares
purchasable pursuant  to  all  of  the  then outstanding Warrants; provided
that,  except  as  expressly provided herein,  the  Agreement  may  not  be
amended, without the  consent of each Holder whose rights would be affected
by such amendment, to change  (i)  any  price  at  which the Warrant may be
exercised, (ii) the period during which the Warrant may be exercised, (iii)
the number or type of securities to be issued upon the  exercise thereof or
(iv)  the  provisions  of  this Section 20; and provided further  that  the
Agreement may not be amended  to  provide  for  the  issuance of additional
warrants  to  purchase  shares  of the Company's Common Stock  without  the
consent of each Warrant Holder.

     (c)  The Company agrees it will  not solicit, request or negotiate for
or  with  respect  to  any proposed waiver  or  amendment  of  any  of  the
provisions  of  this  Agreement   or   any   Warrant   unless  each  Holder
(irrespective   of  the  amount  of  Warrants  then  owned  by  it)   shall
substantially concurrently  be informed thereof by the Company and shall be
afforded the opportunity of considering  the  same and shall be supplied by
the   Company  with  sufficient  information  (including   any   offer   of
remuneration)  to  enable  it  to  make  an  informed decision with respect
thereto which information shall be the same as  that supplied to each other
Holder. The Company will not directly or indirectly,  pay  or  cause  to be
paid  any  remuneration whether by way of supplement or additional interest
fee or otherwise, to any Holder as consideration for or as an inducement to
the entering  into  by  any Holder of any waiver or amendment of any of the
terms  and  provisions  of  this  Agreement  or  any  Warrant  unless  such
remunerations is concurrently  paid  on  the  same  terms,  ratably to each
Holder  whether  or not such Holder signs such waiver or consent,  provided
that the foregoing  is  not  intended  to  preclude  the  adoption  of  any
amendment  or  the giving of any waiver by the Holders of a majority of the
Warrant  Shares  purchasable  pursuant  to  all  of  the  then  outstanding
Warrants, to the extent  permitted  by the other provisions of this Section
20.

     Section 21. GOVERNING LAW; SUBMISSION TO JURISDICTION.  THIS AGREEMENT
AND ALL ISSUES HEREUNDER SHALL BE GOVERNED  BY  AND CONSTRUED IN ACCORDANCE
WITH  THE  INTERNAL  LAWS  OF THE STATE OF NEW YORK (WITHOUT  REFERENCE  TO
PRINCIPLES OF CONFLICTS OF LAW  EXCEPT  SECTION  5-1401  OF  THE  NEW  YORK
GENERAL   OBLIGATIONS   LAW);  PROVIDED  THAT  DETERMINATIONS  RELATING  TO
CORPORATE LAW SHALL BE CONSTRUED  IN  ACCORDANCE WITH THE LAWS OF THE STATE
OF  DELAWARE.  TO  THE  FULLEST  EXTENT  IT MAY  EFFECTIVELY  DO  SO  UNDER
APPLICABLE LAW, THE COMPANY HEREBY IRREVOCABLY  SUBMITS TO THE JURISDICTION
OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY
OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE
CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR  PROCEEDING  ARISING OUT
OF OR RELATING TO THIS AGREEMENT AND THE WARRANTS, AND IRREVOCABLY  ACCEPTS
FOR  ITSELF  AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF  THE  AFORESAID  COURTS. THE COMPANY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT IT MAY EFFECTIVELY  DO  SO  UNDER  APPLICABLE  LAW,  ANY
OBJECTION  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM
THAT  ANY  SUCH   SUIT,  ACTION  OR  PROCEEDING  HAS  BEEN  BROUGHT  IN  AN
INCONVENIENT FORUM.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OF
A WARRANT TO SERVE PROCESS  IN  ANY  OTHER  MANNER  PERMITTED  BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY  IN ANY
OTHER JURISDICTION.

     Section  22.  ENTIRE  AGREEMENT.   This  Agreement,  together with the
Stockholders' Agreement and the Registration Rights Agreement  dated  as of
the  date  hereof,  by  and  among the Company and the parties thereto (the
"Registration  Rights  Agreement")  constitute  the  entire  agreement  and
understanding of the parties  hereto  and  respective of the subject matter
contained herein, and there are no restrictions, promises, representations,
warranties, covenants, or undertakings with  respect  to the subject matter
hereof,  other than expressly set forth or referred to herein  or  therein.
This Agreement,  the  Stockholders'  Agreement  and the Registration Rights
Agreement  supersede  all prior agreements and understandings  between  the
parties hereto with respect to the subject matter hereof.

     Section 23. MISCELLANEOUS.

     (a)  This Agreement  shall  be  binding  upon  and  shall inure to the
benefit  of  the  parties,  and  their  respective successors and  assigns,
including but not limited to the heirs and legatees of Forman.

     (b)  Section headings are inserted for  convenience  only  and  do not
form a part of this Agreement.

     (c)  This   Agreement  shall  terminate  if  all  Warrants  have  been
exercised pursuant to this Agreement.

     (d)  Nothing  in  this  Agreement  shall  be  construed to give to any
person or corporation other than the Company and the  Holders  any legal or
equitable  right, remedy or claim under this Agreement; but this  Agreement
shall be for the sole and exclusive benefit of the Company and the Holders.

     (e)  This  Agreement  may  be  executed in any number of counterparts,
each of which shall be deemed an original,  but all of which together shall
constitute one and the same instrument.


                         *  *  *  *  *  *  *  *  *


<PAGE>
     IN WITNESS WHEREOF, the parties hereto have  caused  this Agreement to
be duly executed as of the day and year first above written.

                                 FORMAN PETROLEUM COMPANY


                                 By: /s/ McLain J. Forman
                                    ---------------------------------
                                   Name: McLain J. Forman
                                   Title: CEO


                                 TCW/CRESCENT MEZZANINE PARTNERS, L.P.
                                 TCW/CRESCENT MEZZANINE TRUST
                                 TCW/CRESCENT MEZZANINE INVESTMENT
                                    PARTNERS, L.P.

                                 By:  TCW/Crescent Mezzanine, L.L.C.,
                                      its General Partner or Managing
                                      Director

                                 By: /s/ Nicholas W. Tell, Jr.
                                    ---------------------------------
                                   Name: Nicholas W. Tell, Jr.
                                   Title: Managing Director

                                 By: /s/ Darryl L. Schall
                                    ---------------------------------
                                   Name: Darryl L. Schall
                                   Title: Senior Vice President

                                 TCW SHARE OPPORTUNITY FUND II, L.P.

                                 By:  TCW Asset Management Company,
                                     its Investment Manager

                                 By: /s/ Nicholas W. Tell, Jr.
                                    ---------------------------------
                                   Name: Nicholas W. Tell, Jr.
                                   Title: Managing Director

                                 By: /s/ Darryl L. Schall
                                    ---------------------------------
                                   Name: Darryl L. Schall
                                   Title: Senior Vice President


                                 TCW LEVERAGED INCOME TRUST, L.P.

                                 By:  TCW Advisors (Bermuda), Ltd.,
                                     As General Partner

                                 By:  /s/ Nicholas W. Tell, Jr.
                                    ---------------------------------
                                   Name:  Nicholas W. Tell, Jr.
                                   Title: Managing Director


                                 By:  TCW Investment Management Company,
                                     As Investment Advisor

                                 By: /s/ Darryl L. Schall
                                    ---------------------------------
                                   Name: Darryl L. Schall
                                   Title: Senior Vice President

<PAGE>

                                 JEFFERIES & COMPANY, INC.


                                 By:  /s/ Jerry M. Gluck
                                    ---------------------------------
                                   Name:  Jerry M. Gluck
                                   Title: Executive Vice President



<PAGE>

                              BANKAMERICA INVESTMENT CORP.


                              By:   /s/ P.F. Van Winkle
                                   ---------------------------------
                                   Name: P.F. Van Winkle
                                   Title: Attorney-in-Fact


<PAGE>
                              KOCH INDUSTRIES, INC.


                              By:    /s/ James R. McBride
                                    ---------------------------------
                                   Name: James R. McBride
                                   Title:




<PAGE>

                                   /s/ McLain J. Forman
                              ---------------------------------
                                     McLain J. Forman


<PAGE>
                         ------------------------------------------------
                             Type or Print Name of Beneficial Holder



                              By:
                                   ---------------------------------
                                   Name:
                                   Its:


                              Address:
                                      ------------------------------
                                      ------------------------------
                                      ------------------------------
                                      ------------------------------











<PAGE>
                                                                   EXHIBIT A

                        FORM OF WARRANT CERTIFICATE

THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE WERE ORIGINALLY ISSUED ON
JANUARY 14, 2000, AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE SECURITIES  MAY  NOT BE SOLD OR
OFFERED  FOR  SALE  OR OTHERWISE DISTRIBUTED EXCEPT IN CONJUNCTION  WITH  AN
EFFECTIVE REGISTRATION  STATEMENT  FOR  THE  SECURITIES UNDER THE SECURITIES
ACT,  OR  IN  COMPLIANCE  WITH  RULE 144 OR PURSUANT  TO  ANOTHER  EXEMPTION
THEREFROM. THE SECURITIES REPRESENTED  BY  THIS CERTIFICATE ARE SUBJECT TO A
WARRANT AGREEMENT AND A STOCKHOLDERS' AGREEMENT DATED AS OF JANUARY14, 2000,
AMONG  THE ISSUER OF SUCH SECURITIES AND THE  OTHER  PARTIES  THERETO.   THE
TRANSFER  OF  THIS  CERTIFICATE  IS  SUBJECT TO CONDITIONS SPECIFIED IN SUCH
AGREEMENTS AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF THIS
CERTIFICATE UNTIL SUCH CONDITIONS HAVE  BEEN  FULFILLED WITH RESPECT TO SUCH
TRANSFER. A COPY OF SUCH AGREEMENTS WILL BE FURNISHED  WITHOUT CHARGE BY THE
COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

THE  SHARES  ISSUABLE  UPON EXERCISE OF THE SECURITIES REPRESENTED  BY  THIS
CERTIFICATE MAY NOT BE SOLD  OR  OFFERED  FOR  SALE OR OTHERWISE DISTRIBUTED
EXCEPT  IN  CONJUNCTION  WITH AN EFFECTIVE REGISTRATION  STATEMENT  FOR  THE
SHARES UNDER THE SECURITIES  ACT, OR IN COMPLIANCE WITH RULE 144 OR PURSUANT
TO ANOTHER EXEMPTION THEREFROM  AND  ARE  ALSO  SUBJECT  TO THE RESTRICTIONS
SPECIFIED IN THE STOCKHOLDERS' AGREEMENT.

No. _____                                         ______ Series ___ Warrants


                       SERIES ___ WARRANT CERTIFICATE

                        FORMAN PETROLEUM CORPORATION

     This     Series     ___     Warrant    Certificate    certifies    that
___________________________, or registered assigns, is the registered holder
of the number of Series ___ Warrants  (the  "Warrants")  set  forth above to
purchase  Common  Stock,  no  par  value  (the  "Common  Stock"),  of Forman
Petroleum Corporation, a Louisiana corporation (the "Company"). Each Warrant
entitles the holder upon exercise to receive from the Company one fully paid
and nonassessable share of Common Stock (a "Warrant Share"), at the  initial
exercise price per share (the "Exercise Price") of $_____, payable in lawful
money  of  the  United  States  of  America,  upon surrender of this Warrant
Certificate, execution of the Stockholders' Agreement  and  payment  of  the
Exercise Price at the office of the Company designated for such purpose, but
only subject to the conditions set forth herein and in the Warrant Agreement
referred to hereinafter. The number of Warrant Shares issuable upon exercise
of  the  Warrants  are  subject to adjustment upon the occurrence of certain
events, as set forth in the  Warrant  Agreement. Each Warrant is exercisable
at any time prior to 5:00 p.m., New York time, on January 14, 2007.

     The Warrants evidenced by this Warrant  Certificate  are part of a duly
authorized issue of Warrants, and are issued or to be issued  pursuant  to a
Warrant  Agreement  dated  as of January 14, 2000 (the "Warrant Agreement"),
duly executed and delivered  by  the  Company,  which  Warrant  Agreement is
hereby  incorporated by reference in and made a part of this instrument  and
is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Company and the holders
(the  words   "holders"  or  "holder"  meaning  the  registered  holders  or
registered holder)  of  the Warrants. A copy of the Warrant Agreement may be
obtained  by  the  holder  hereof  upon  written  request  to  the  Company.
Capitalized  terms  used and not  defined  herein  shall  have  the  meaning
ascribed thereto in the Warrant Agreement.

     The holder hereof  may exercise the Warrants evidenced hereby under and
pursuant  to  the  terms  and   conditions   of  the  Warrant  Agreement  by
surrendering this Warrant Certificate, with the form of election to purchase
set  forth  hereon  (and  by  this reference made a  part  hereof)  properly
completed and executed, and, to  the  extent  the  Warrants  are  not  being
exchanged  pursuant  to  the Warrant exchange provisions of Section 6 of the
Warrant Agreement, together with payment of the Exercise Price in cash or by
certified or bank check at  the  office  of  the Company designated for such
purpose. Prior to the issuance and delivery of  any  Warrant Shares upon the
exercise  of  the  Warrants represented hereby, the holder  hereof  will  be
required to execute  the  Stockholders'  Agreement,  unless  the  holder  is
already  a party to the Stockholders' Agreement.  In the event that upon any
exercise of Warrants evidenced hereby the number of Warrants exercised shall
be less than  the  total number of Warrants evidenced hereby, there shall be
issued by the Company  to the holder hereof or its registered assignee a new
Warrant Certificate evidencing the number of Warrants not exercised.

     The Warrant Agreement  provides  that  upon  the  occurrence of certain
events, the number of Warrant Shares issuable upon exercise of a Warrant set
forth on the face hereof may, subject to certain conditions, be adjusted.

     The  holder  hereof  will  have certain registration rights  and  other
rights and obligations with respect to the Warrant Shares as provided in the
Registration Rights Agreement dated  as of January 14, 2000 by and among the
Company and the persons party thereto.  Copies  of  the  Registration Rights
Agreement may be obtained by the holder hereof upon written  request  to the
Company.

     Warrant Certificates, when surrendered at the office of the Company  by
the  registered  holder  thereof  in  person  or  by legal representative or
attorney duly authorized in writing, may be exchanged,  in  the  manner  and
subject  to  the  limitations provided in the Warrant Agreement, but without
payment of any service  charge,  for  another Warrant Certificate or Warrant
Certificates of like tenor evidencing in  the  aggregate  a  like  number of
Warrants.

     Subject to the terms and conditions of the Warrant Agreement, upon  due
presentation for registration of transfer of this Warrant Certificate at the
office  of  the Company a new Warrant Certificate or Warrant Certificates of
like tenor and  evidencing  in the aggregate a like number of Warrants shall
be issued to the transferee(s)  in  exchange  for  this Warrant Certificate,
subject to the limitations provided in the Warrant Agreement, without charge
except  for  any  tax  or  other governmental charge imposed  in  connection
therewith.

     The Company may deem and  treat the registered holder(s) thereof as the
absolute owner(s) of this Warrant  Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution  to  the  holder(s) hereof, and for all
other purposes, and the Company shall not be affected  by  any notice to the
contrary.  Neither  the Warrants nor this Warrant Certificate  entitles  any
holder hereof to any rights of a stockholder of the Company.

     IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be signed by its Chief Executive  Officer  or  Vice  President  and  by  its
Secretary or Assistant Secretary.

Dated:  ______________


                                   FORMAN PETROLEUM CORPORATION


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

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


<PAGE>
                        FORM OF ELECTION TO PURCHASE
                 (To Be Executed Upon Exercise of Warrant)

     The  undersigned  hereby  irrevocably  elects  to  exercise  the right,
represented by this Warrant Certificate, to:

     (Check Applicable Box)

     <square>receive  _____________  shares  of  Common  Stock  and herewith
          tenders  payment for such shares to the order of Forman  Petroleum
          Corporation  in the amount of $____________ in accordance with the
          terms hereof.

     <square>exchange Warrants  to  purchase  ____________  shares of Common
          Stock  as  payment  for such number of shares of Common  Stock  as
          determined in accordance  with  the Warrant exchange procedures of
          Section 6 of the Warrant Agreement.

     The  undersigned  requests  that  a  certificate  for  such  shares  be
registered   in  the  name  of  _________________________,   whose   address
is__________________________________  and  that  such shares be delivered to
__________________, whose address is____________________________.

     If said number of shares is less than all of the shares of Common Stock
purchasable  hereunder,  the  undersigned  requests  that   a   new  Warrant
Certificate representing the remaining balance of such shares be  registered
in   the   name   of   _____________________________,   whose   address   is
________________________________________,  and that such Warrant Certificate
be     delivered     to_______________________,     whose     address     is
_________________________________________.


                                   Signature(s):


                                   ____________________________________



                                   ____________________________________


NOTE:  The above signature(s) must correspond with the name written upon the
face of this Warrant Certificate in every particular,  without alteration or
enlargement or any change whatever.  If this Warrant is  held  of  record by
two or more joint owners, all such owners must sign.

Date:  _____________


<PAGE>
                             FORM OF ASSIGNMENT
         (To Be Signed Only Upon Assignment of Warrant Certificate)

FOR  VALUE  RECEIVED, ___________________________ hereby sells, assigns  and
transfers    unto     _________________________     whose     address     is
_________________________________________  and  whose social security number
or  other  identifying number is ____________________,  the  within  Warrant
Certificate,  together with all right, title and interest therein and to the
Warrants represented  thereby,  and  does  hereby irrevocably constitute and
appoint ____________________________, attorney,  to  transfer  said  Warrant
Certificate on the books of the within-named corporation, with full power of
substitution in the premises.


                                   Signature(s):


                                   ____________________________________



                                   ____________________________________


NOTE:  The above signature(s) must correspond with the name written upon the
face of this Warrant Certificate in every particular, without alteration  or
enlargement  or  any  change whatever.  If this Warrant is held of record by
two or more joint owners, all such owners must sign.

Date:  ______________