EXHIBIT 10.2

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  FOR WHICH THESE  SECURITIES  ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN COMPLIANCE  WITH  APPLICABLE  STATE
SECURITIES OR BLUE SKY LAWS. THESE  SECURITIES AND THE SECURITIES  ISSUABLE UPON
EXERCISE  OF THESE  SECURITIES  MAY BE  PLEDGED IN  CONNECTION  WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

                                   LMIC, INC.

                                     WARRANT

Warrant No. [  ]                                         Dated: January 21, 2004

       LMIC,  Inc., a Delaware  corporation  (the  "Company"),  hereby certifies
that,  for value  received,  [Name of Holder]  or its  registered  assigns  (the
"Holder"),  is  entitled  to  purchase  from the Company up to a total of [ ](1)
shares of common stock,  $0.001 par value per share (the "Common Stock"), of the
Company (each such share,  a "Warrant  Share" and all such shares,  the "Warrant
Shares") at an exercise price equal to $1.50 per share (as adjusted from time to
time as provided in Section 9, the "Exercise Price"),  at any time and from time
to time from and after the date hereof and through and  including  the date that
is five years from the date of issuance  hereof  (the  "Expiration  Date"),  and
subject to the following terms and conditions.  This Warrant (this "Warrant") is
one of a series of similar  warrants issued pursuant to that certain  Securities
Purchase  Agreement,  dated as of the date hereof,  by and among the Company and
the Purchasers identified therein (the "Purchase Agreement").  All such warrants
are referred to herein, collectively, as the "Warrants."

      1.  Definitions.  In  addition  to the  terms  defined  elsewhere  in this
Warrant,  capitalized  terms  that are not  otherwise  defined  herein  have the
meanings given to such terms in the Purchase Agreement.

      2. Registration of Warrant. The Company shall register this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

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(1) 100% warrant coverage


<PAGE>

      3.  Registration of Transfers.  The Company shall register the transfer of
any portion of this  Warrant in the Warrant  Register,  upon  surrender  of this
Warrant,  with the Form of Assignment attached hereto duly completed and signed,
with such other documents as the Transfer Agent may reasonably  request,  to the
Transfer Agent or to the Company at its address specified herein.  Upon any such
registration   or  transfer,   a  new  warrant  to  purchase  Common  Stock,  in
substantially the form of this Warrant (any such new warrant,  a "New Warrant"),
evidencing  the portion of this  Warrant so  transferred  shall be issued to the
transferee and a New Warrant  evidencing  the remaining  portion of this Warrant
not so  transferred,  if any, shall be issued to the  transferring  Holder.  The
acceptance  of the New  Warrant by the  transferee  thereof  shall be deemed the
acceptance by such  transferee of all of the rights and  obligations of a holder
of a Warrant.

      4. Exercise and Duration of Warrants.

            (a) This Warrant shall be exercisable  by the  registered  Holder at
any time and from time to time on or after the date hereof to and  including the
Expiration  Date. At 6:30 P.M., New York City time on the  Expiration  Date, the
portion of this Warrant not exercised prior thereto shall be and become void and
of no value;  provided  that, if the average of the Closing  Prices for the five
Trading  Days  immediately  prior to (but not  including)  the  Expiration  Date
exceeds the Exercise  Price on the Expiration  Date,  then this Warrant shall be
deemed to have been exercised in full (to the extent not  previously  exercised)
on a "cashless exercise" basis at 6:30 P.M. New York City time on the Expiration
Date if a  "cashless  exercise"  may occur at such time  pursuant  to Section 10
below.  Notwithstanding  anything to the contrary  herein,  the Expiration  Date
shall  be  extended  for  each  day  following  the  Effective   Date  that  the
Registration Statement is not effective.

            (b) A Holder may exercise  this Warrant by delivering to the Company
(i) an exercise  notice,  in the form attached  hereto (the "Exercise  Notice"),
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the number of Warrant  Shares as to which  this  Warrant is being  exercised
(which  may  take the  form of a  "cashless  exercise"  if so  indicated  in the
Exercise Notice and if a "cashless  exercise" may occur at such time pursuant to
this Section 10 below), and the date such items are delivered to the Company (as
determined  in  accordance  with the notice  provisions  hereof) is an "Exercise
Date." The Holder shall not be required to deliver the original Warrant in order
to effect an exercise  hereunder.  Execution and delivery of the Exercise Notice
shall have the same effect as cancellation of the original  Warrant and issuance
of a New  Warrant  evidencing  the right to  purchase  the  remaining  number of
Warrant Shares.  Holder shall deliver the original Warrant to the Company within
30 Trading Days of the exercise Date.

      5. Delivery of Warrant Shares.

            (a) Upon exercise of this Warrant,  the Company shall  promptly (but
in no event  later than three  Trading  Days after the  Exercise  Date) issue or
cause to be issued and cause to be delivered to or upon the written order of the
Holder and in such name or names as the Holder may designate,  a certificate for
the Warrant Shares issuable upon such exercise,  which certificate shall contain
customary  restrictive legends until such time as (i) such Warrant Shares may be
sold  pursuant to a  registration  statement  covering the resale of the Warrant
Shares  and  naming  the  Holder as a  selling  stockholder  thereunder  is then
effective  or (ii) the Warrant  Shares are freely  transferable  without  volume
restrictions  pursuant to Rule 144 under the Securities Act. The Holder,  or any
Person so designated by the Holder to receive Warrant Shares, shall be deemed to
have become holder of record of such Warrant Shares as of the Exercise Date. The
Company shall,  upon request of the Holder and if issuable  without  restrictive
legend, use its best efforts to deliver Warrant Shares hereunder  electronically
through  the  Depository  Trust  Corporation  or  another  established  clearing
corporation performing similar functions.


                                       2
<PAGE>

            (b) This  Warrant is  exercisable,  either in its  entirety or, from
time to time, for a portion of the number of Warrant  Shares.  Upon surrender of
this Warrant following one or more partial exercises, the Company shall issue or
cause to be  issued,  at its  expense,  a New  Warrant  evidencing  the right to
purchase the remaining number of Warrant Shares.

            (c) In addition to any other rights  available  to a Holder,  if the
Company fails to deliver to the Holder a certificate representing Warrant Shares
by the fifth Trading Day after the date on which delivery of such certificate is
required  by this  Warrant,  and if after  such  fifth  Trading  Day the  Holder
purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in  satisfaction  of a sale by the Holder of the Warrant Shares that the
Holder  anticipated  receiving  from the Company (a "Buy-In"),  then the Company
shall,  within three Trading Days after the Holder's request and in the Holder's
discretion, either (i) pay cash to the Holder in an amount equal to the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased  (the "Buy-In  Price"),  at which point the  Company's
obligation  to deliver such  certificate  (and to issue such Common Stock) shall
terminate,  or (ii)  promptly  honor its  obligation  to deliver to the Holder a
certificate or certificates  representing  such Common Stock and pay cash to the
Holder in an amount  equal to the excess  (if any) of the Buy-In  Price over the
product  of (A) such  number of shares of Common  Stock,  times (B) the  Closing
Price  on the date of the  event  giving  rise to the  Company's  obligation  to
deliver such certificate.

            (d) The Company's obligations to issue and deliver Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same,  any waiver or consent
with respect to any provision  hereof,  the recovery of any judgment against any
Person  or  any  action  to  enforce  the  same,  or any  setoff,  counterclaim,
recoupment,  limitation or  termination,  or any breach or alleged breach by the
Holder or any other Person of any  obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder,  at law or in  equity  including,  without  limitation,  a decree  of
specific  performance  and/or  injunctive  relief with respect to the  Company's
failure to timely deliver certificates  representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


                                       3
<PAGE>

      6. Charges, Taxes and Expenses.  Issuance and delivery of certificates for
shares of Common  Stock upon  exercise  of this  Warrant  shall be made  without
charge to the Holder for any issue or transfer tax,  withholding  tax,  transfer
agent fee or other  incidental tax or expense in respect of the issuance of such
certificates,  all of which  taxes and  expenses  shall be paid by the  Company;
provided,  however,  that the Company shall not be required to pay any tax which
may be payable in respect of any transfer  involved in the  registration  of any
certificates  for  Warrant  Shares or  Warrants in a name other than that of the
Holder or an Affiliate  thereof.  The Holder shall be responsible  for all other
tax liability that may arise as a result of holding or transferring this Warrant
or receiving Warrant Shares upon exercise hereof.

      7. Replacement of Warrant.  If this Warrant is mutilated,  lost, stolen or
destroyed,  the  Company  shall  issue or cause to be  issued  in  exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable  indemnity,  if  requested.  Applicants  for a New Warrant under such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other  reasonable  third-party  costs as the Company may
prescribe.

      8.  Reservation of Warrant Shares.  The Company  covenants that it will at
all times reserve and keep  available out of the aggregate of its authorized but
unissued  and  otherwise  unreserved  Common  Stock,  solely for the  purpose of
enabling  it to issue  Warrant  Shares upon  exercise of this  Warrant as herein
provided,  the number of Warrant Shares which are then issuable and  deliverable
upon the exercise of this entire  Warrant,  free from  preemptive  rights or any
other  contingent  purchase rights of persons other than the Holder (taking into
account the  adjustments and  restrictions of Section 9). The Company  covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and  validly  authorized,  issued  and fully  paid and  nonassessable.  The
Company will take all such action as may be necessary to assure that such shares
of Common  Stock  may be issued as  provided  herein  without  violation  of any
applicable law or regulation,  or of any requirements of any securities exchange
or automated quotation system upon which the Common Stock may be listed.

      9. Certain  Adjustments.  The Exercise  Price and number of Warrant Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this Section 9.

            (a) Stock  Dividends and Splits.  If the Company,  at any time while
this Warrant is  outstanding,  (i) pays a stock  dividend on its Common Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides  outstanding shares of Common Stock into
a larger number of shares, or (iii) combines  outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock  outstanding  immediately  before such event, on a fully diluted
basis,  and of which  the  denominator  shall be the  number of shares of Common
Stock  outstanding  immediately  after such event, on a fully diluted basis. Any
adjustment made pursuant to clause (i) of this paragraph shall become  effective
immediately after the record date for the determination of stockholders entitled
to receive such dividend or distribution,  and any adjustment pursuant to clause
(ii) or (iii) of this paragraph  shall become  effective  immediately  after the
effective date of such subdivision or combination.


                                       4
<PAGE>

            (b) Pro Rata  Distributions.  If the Company, at any time while this
Warrant is outstanding,  distributes to holders of Common Stock (i) evidences of
its  indebtedness,  (ii) any security (other than a distribution of Common Stock
covered by the preceding  paragraph),  (iii) rights or warrants to subscribe for
or purchase any  security,  or (iv) any other asset (in each case,  "Distributed
Property"),  then in each such  case the  Exercise  Price in effect  immediately
prior to the record date fixed for  determination  of  stockholders  entitled to
receive such distribution  shall be adjusted  (effective on such record date) to
equal  the  product  of such  Exercise  Price  times a  fraction  of  which  the
denominator shall be the average of the Closing Prices for the five Trading Days
immediately  prior to (but not  including)  such  record  date and of which  the
numerator  shall  be such  average  less  the  then  fair  market  value  of the
Distributed  Property  distributed in respect of one outstanding share of Common
Stock, as determined by the Company's  independent  certified public accountants
that regularly examine the financial statements of the Company (an "Appraiser").
In such event, the Holder,  after receipt of the determination by the Appraiser,
shall  have the  right to  select  an  additional  appraiser  (which  shall be a
nationally  recognized  accounting  firm),  in which case such fair market value
shall be deemed to equal the  average  of the values  determined  by each of the
Appraiser and such appraiser.  As an alternative to the foregoing  adjustment to
the Exercise Price, at the request of the Holder  delivered  before the 90th day
after such record date,  the Company  will  deliver to such Holder,  within five
Trading  Days after such request (or, if later,  on the  effective  date of such
distribution),  the  Distributed  Property  that  such  Holder  would  have been
entitled  to receive in respect  of the  Warrant  Shares for which this  Warrant
could have been exercised immediately prior to such record date. If a Holder has
elected to receive  Distributed  Property and such  Distributed  Property is not
delivered to a Holder pursuant to the preceding  sentence,  then upon expiration
of or any  exercise of the  Warrant  that occurs  after such record  date,  such
Holder  shall  remain  entitled  to receive,  in addition to the Warrant  Shares
otherwise  issuable  upon  such  exercise  (if  applicable),   such  Distributed
Property.

            (c) Fundamental Transactions.  If, at any time while this Warrant is
outstanding,  (i) the Company effects any merger or consolidation of the Company
with or into  another  Person,  (ii)  the  Company  effects  any  sale of all or
substantially  all of its  assets  in one or a series of  related  transactions,
(iii) any tender  offer or  exchange  offer  (whether  by the Company or another
Person) is completed  pursuant to which holders of Common Stock are permitted to
tender or exchange their shares for other securities,  cash or property, or (iv)
the Company effects any  reclassification  of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively  converted into
or exchanged for other securities, cash or property (other than as a result of a
subdivision  or  combination  of shares of Common Stock  covered by Section 9(a)
above) (in any such case, a  "Fundamental  Transaction"),  then the Holder shall
have the right  thereafter to receive,  upon exercise of this Warrant,  the same
amount and kind of  securities,  cash or property as it would have been entitled
to receive upon the occurrence of such  Fundamental  Transaction if it had been,
immediately prior to such Fundamental  Transaction,  the holder of the number of
Warrant  Shares  then  issuable  upon  exercise  in full of  this  Warrant  (the
"Alternate  Consideration").  The aggregate Exercise Price for this Warrant will
not be  affected by any such  Fundamental  Transaction,  but the  Company  shall
apportion such aggregate  Exercise Price among the Alternate  Consideration in a
reasonable manner  reflecting the relative value of any different  components of
the Alternate Consideration.  If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration
it  receives  upon any  exercise  of this  Warrant  following  such  Fundamental
Transaction.  At the Holder's request, any successor to the Company or surviving
entity in such Fundamental  Transaction  shall issue to the Holder a new warrant
consistent  with the foregoing  provisions  and evidencing the Holder's right to
purchase the  Alternate  Consideration  for the  aggregate  Exercise  Price upon
exercise  thereof.  The terms of any  agreement  pursuant to which a Fundamental
Transaction  is effected  shall  include terms  requiring any such  successor or
surviving  entity  to  comply  with the  provisions  of this  paragraph  (c) and
insuring that the Warrant (or any such  replacement  security) will be similarly
adjusted upon any subsequent transaction analogous to a Fundamental Transaction.
If the Company  completes a "Rule  13e-3  transaction"  as defined in Rule 13e-3
under the Exchange  Act or other  analogous  "going  private"  transaction,  the
Company (or any such  successor or surviving  entity) will  purchase the Warrant
from the Holder for a purchase  price,  payable in cash within five Trading Days
after  such  request  (or,  if later,  on the  effective  date of the Rule 13e-3
transaction),  equal to the  Black-Scholes  value of the  remaining  unexercised
portion of this Warrant on the date of such request.


                                       5
<PAGE>

      (d) Subsequent Equity Sales.

            (i) If, at any time while this Warrant is  outstanding,  the Company
      or any  Subsidiary  issues  additional  shares of Common  Stock or rights,
      warrants, options or other securities or debt convertible,  exercisable or
      exchangeable for shares of Common Stock or otherwise  entitling any Person
      to  acquire   shares  of  Common  Stock   (collectively,   "Common   Stock
      Equivalents") at an effective net price to the Company per share of Common
      Stock (the  "Effective  Price") less than the Exercise  Price (as adjusted
      hereunder to such date), then the Exercise Price shall be reduced to equal
      the Effective  Price.  If, at any time while this Warrant is  outstanding,
      the  Company  or any  Subsidiary  issues  Common  Stock  or  Common  Stock
      Equivalents  at an Effective  Price  greater  than the Exercise  Price (as
      adjusted  hereunder to such date) but less than the average  Closing Price
      over the  five  Business  Days  prior to such  issuance  (the  "Adjustment
      Price"),  then the Exercise Price shall be reduced to equal the product of
      (A) the Exercise  Price in effect  immediately  prior to such  issuance of
      Common  Stock or  Common  Stock  Equivalents  times  (B) a  fraction,  the
      numerator  of which is the sum of (1) the number of shares of Common Stock
      outstanding  immediately  prior to such  issuance,  plus (2) the number of
      shares of Common Stock which the aggregate  Effective  Price of the Common
      Stock  issued (or deemed to be issued)  would  purchase at the  Adjustment
      Price,  and the denominator of which is the aggregate  number of shares of
      Common Stock  outstanding  or deemed to be outstanding  immediately  after
      such  issuance.  For purposes of this  paragraph,  in connection  with any
      issuance of any Common Stock Equivalents, (A) the maximum number of shares
      of Common Stock potentially issuable at any time upon conversion, exercise
      or exchange of such Common Stock  Equivalents  (the "Deemed Number") shall
      be  deemed  to  be   outstanding   upon  issuance  of  such  Common  Stock
      Equivalents, (B) the Effective Price applicable to such Common Stock shall
      equal the minimum dollar value of consideration  payable to the Company to
      purchase  such  Common  Stock  Equivalents  and to  convert,  exercise  or
      exchange them into Common Stock (net of any discounts,  fees,  commissions
      and other  expenses),  divided  by the Deemed  Number,  and (C) no further
      adjustment shall be made to the Exercise Price upon the actual issuance of
      Common  Stock upon  conversion,  exercise or exchange of such Common Stock
      Equivalents.


                                       6
<PAGE>

            (ii) If, at any time while this Warrant is outstanding,  the Company
      or any Subsidiary  issues Common Stock Equivalents with an Effective Price
      or a number of underlying shares that floats or resets or otherwise varies
      or is subject to  adjustment  based  (directly  or  indirectly)  on market
      prices  of the  Common  Stock  (a  "Floating  Price  Security"),  then for
      purposes  of applying  the  preceding  paragraph  in  connection  with any
      subsequent exercise,  the Effective Price will be determined separately on
      each Exercise Date and will be deemed to equal the lowest  Effective Price
      at which any holder of such Floating Price Security is entitled to acquire
      Common Stock on such Exercise Date  (regardless of whether any such holder
      actually acquires any shares on such date).

            (iii)  Notwithstanding  the  foregoing,  no adjustment  will be made
      under this paragraph (d) in respect to any issuance of Excluded Stock.

            (e) Number of Warrant Shares.  Simultaneously with any adjustment to
the Exercise Price pursuant to paragraphs  (a), (b) or (d) of this Section,  the
number of Warrant  Shares that may be  purchased  upon  exercise of this Warrant
shall be increased or decreased  proportionately,  so that after such adjustment
the aggregate  Exercise  Price payable  hereunder for the increased or decreased
number of Warrant  Shares shall be the same as the aggregate  Exercise  Price in
effect immediately prior to such adjustment;  provided,  however, any adjustment
of the Exercise  Price made  pursuant to this  section  shall adjust back in the
event none of the  convertible  securities  which  caused  such  adjustment  are
converted or exercised, as the case may be.

            (f)  Calculations.  All  calculations  under this Section 9 shall be
made to the nearest cent or the nearest 1/100th of a share,  as applicable.  The
number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company,  and the  disposition
of any such shares shall be considered an issue or sale of Common Stock.

            (g) Notice of  Adjustments.  Upon the occurrence of each  adjustment
pursuant to this  Section 9, the Company at its expense  will  promptly  compute
such  adjustment  in  accordance  with the terms of this  Warrant  and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving  rise to such  adjustments  and showing in detail the facts
upon which such  adjustment  is based.  Upon written  request,  the Company will
promptly  deliver  a copy of each  such  certificate  to the  Holder  and to the
Company's Transfer Agent.

            (h)  Notice of  Corporate  Events.  If the  Company  (i)  declares a
dividend or any other  distribution  of cash,  securities  or other  property in
respect of its Common Stock, including without limitation any granting of rights
or warrants to subscribe for or purchase any capital stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or  solicits  stockholder  approval  for any  Fundamental  Transaction  or (iii)
authorizes the voluntary  dissolution,  liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material terms and conditions of such transaction, at least 15 calendar days
prior to the applicable record or effective date on which a Person would need to
hold  Common  Stock in order to  participate  in or vote  with  respect  to such
transaction,  and the Company will take all steps reasonably  necessary in order
to insure that the Holder is given the  practical  opportunity  to exercise this
Warrant prior to such time so as to  participate in or vote with respect to such
transaction;  provided,  however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to
be described in such notice.


                                       7
<PAGE>

      10. Payment of Exercise Price.  The Holder shall pay the Exercise Price in
immediately available funds; provided, however, if commencing one year after the
date of issuance there is no effective  Registration  Statement,  the Holder may
satisfy its obligation to pay the Exercise Price through a "cashless  exercise,"
in which  event the  Company  shall  issue to the  Holder  the number of Warrant
Shares determined as follows:

                         X = Y [(A-B)/A]
           where:
                         X = the number of Warrant Shares to be issued to the
                         Holder.

                         Y = the number of Warrant Shares with
                         respect  to  which  this  Warrant  is
                         being exercised.

                         A = the average of the Closing Prices
                         for the five Trading Days immediately
                         prior  to  (but  not  including)  the
                         Exercise Date.

                         B = the Exercise Price.

            For purposes of Rule 144 promulgated under the Securities Act, it is
intended,  understood  and  acknowledged  that the  Warrant  Shares  issued in a
cashless  exercise  transaction  shall be deemed to have  been  acquired  by the
Holder,  and the holding  period for the Warrant  Shares shall be deemed to have
commenced,  on the date this  Warrant  was  originally  issued  pursuant  to the
Purchase Agreement.

      11.  Limitation  on  Exercise.  Notwithstanding  anything to the  contrary
contained  herein,  the number of shares of Common Stock that may be acquired by
the Holder upon any  exercise of this Warrant (or  otherwise in respect  hereof)
shall be limited to the extent necessary to insure that, following such exercise
(or  other  issuance),   the  total  number  of  shares  of  Common  Stock  then
beneficially owned by such Holder and its Affiliates and any other Persons whose
beneficial  ownership of Common Stock would be aggregated  with the Holder's for
purposes  of Section  13(d) of the  Exchange  Act,  does not exceed  4.999% (the
"Maximum  Percentage") of the total number of issued and  outstanding  shares of
Common Stock  (including  for such  purpose the shares of Common Stock  issuable
upon such exercise). For such purposes, beneficial ownership shall be determined
in  accordance  with  Section  13(d)  of the  Exchange  Act  and the  rules  and
regulations promulgated thereunder. The Company shall, instead of issuing shares
of Common  Stock in excess of the  limitation  referred  to in this  Section 11,
suspend its  obligation  to issue shares in excess of the  foregoing  limitation
until  such  time,  if any,  as such  shares  of  Common  Stock may be issued in
compliance with such limitation. Additionally, by written notice to the Company,
the Holder may waive the  provisions  of this Section 11 or increase or decrease
the Maximum Percentage to any other percentage specified in such notice, but (i)
any such waiver or increase will not be effective  until the 61st day after such
notice is  delivered  to the  Company,  and (ii) any such  waiver or increase or
decrease will apply only to the Holder and not to any other holder of Warrants.


                                       8
<PAGE>

      12. Fractional Shares. The Company shall not be required to issue or cause
to be issued fractional  Warrant Shares on the exercise of this Warrant.  If any
fraction of a Warrant Share would, except for the provisions of this Section, be
issuable  upon  exercise  of this  Warrant,  the number of Warrant  Shares to be
issued will be rounded up to the nearest whole share.

      13.  Notices.  Any and all notices or other  communications  or deliveries
hereunder (including without limitation any Exercise Notice) shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified in this Section  prior to 6:30 p.m.  (New York City
time)  on  a  Trading  Day,  (ii)  the  next  Trading  Day  after  the  date  of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day,  (iii) the Trading
Day following the date of mailing,  if sent by nationally  recognized  overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices or communications shall be as
set forth in the Purchase Agreement.

      14.  Warrant  Agent.  The Company  shall serve as warrant agent under this
Warrant.  Upon 30 days'  notice to the  Holder,  the  Company  may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or stockholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

      15. Miscellaneous.

            (a) Subject to the  restrictions  on transfer set forth on the first
page hereof, this Warrant may be assigned by the Holder. This Warrant may not be
assigned by the  Company  except to a  successor  in the event of a  Fundamental
Transaction.  This  Warrant  shall be binding on and inure to the benefit of the
parties  hereto and their  respective  successors  and  assigns.  Subject to the
preceding  sentence,  nothing in this Warrant  shall be construed to give to any
Person  other than the  Company  and the Holder  any legal or  equitable  right,
remedy or cause of action under this  Warrant.  This Warrant may be amended only
in  writing  signed by the  Company  and the  Holder  and their  successors  and
assigns.


                                       9
<PAGE>

            (b) The Company will not, by amendment of its governing documents or
through  any  reorganization,   transfer  of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder  against  impairment.  Without  limiting the
generality of the foregoing,  the Company (i) will not increase the par value of
any Warrant Shares above the amount payable therefor on such exercise, (ii) will
take all such action as may be reasonably necessary or appropriate in order that
the Company may validly and legally issue fully paid and  nonassessable  Warrant
Shares on the exercise of this Warrant, and (iii) will not close its stockholder
books or records in any manner which interferes with the timely exercise of this
Warrant.

            (c)  GOVERNING  LAW;  VENUE;  WAIVER OF JURY  TRIAL.  ALL  QUESTIONS
CONCERNING THE CONSTRUCTION,  VALIDITY,  ENFORCEMENT AND  INTERPRETATION OF THIS
WARRANT SHALL BE GOVERNED BY AND  CONSTRUED AND ENFORCED IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.  EACH  PARTY  HEREBY  IRREVOCABLY  SUBMITS TO THE
EXCLUSIVE  JURISDICTION  OF THE STATE AND FEDERAL  COURTS SITTING IN THE CITY OF
NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR
IN CONNECTION HEREWITH OR WITH ANY TRANSACTION  CONTEMPLATED HEREBY OR DISCUSSED
HEREIN  (INCLUDING  WITH RESPECT TO THE  ENFORCEMENT  OF ANY OF THE  TRANSACTION
DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT,
ACTION  OR  PROCEEDING,  ANY  CLAIM  THAT IT IS NOT  PERSONALLY  SUBJECT  TO THE
JURISDICTION  OF ANY SUCH  COURT,  THAT  SUCH  SUIT,  ACTION  OR  PROCEEDING  IS
IMPROPER.  EACH PARTY HEREBY  IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS  TO PROCESS  BEING  SERVED IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  BY
MAILING A COPY THEREOF VIA  REGISTERED OR CERTIFIED  MAIL OR OVERNIGHT  DELIVERY
(WITH  EVIDENCE OF  DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES
TO IT UNDER THIS  AGREEMENT AND AGREES THAT SUCH SERVICE SHALL  CONSTITUTE  GOOD
AND SUFFICIENT  SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN
SHALL BE  DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE  PROCESS  IN ANY  MANNER
PERMITTED BY LAW. THE COMPANY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

            (d) The headings herein are for convenience  only, do not constitute
a part of this  Warrant  and shall  not be deemed to limit or affect  any of the
provisions hereof.

            (e) In case any one or more of the  provisions of this Warrant shall
be invalid or unenforceable in any respect,  the validity and  enforceability of
the  remaining  terms and  provisions  of this  Warrant  shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]


                                       10
<PAGE>

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

                                        LMIC, INC.

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                       11
<PAGE>

                             FORM OF EXERCISE NOTICE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To:  LMIC, INC.

The undersigned is the Holder of Warrant No. _______ (the  "Warrant")  issued by
LMIC,  Inc., a Delaware  corporation  (the  "Company").  Capitalized  terms used
herein and not otherwise  defined have the respective  meanings set forth in the
Warrant.

1.    The Warrant is currently exercisable to purchase a total of ______________
      Warrant Shares.

2.    The   undersigned   Holder   hereby   exercises   its  right  to  purchase
      _________________ Warrant Shares pursuant to the Warrant.

3.    The Holder  intends that  payment of the  Exercise  Price shall be made as
      (check one):

            ____ "Cash Exercise" under Section 10

            ____ "Cashless Exercise" under Section 10 (if permitted)

4.    If the holder has elected a Cash Exercise, the holder shall pay the sum of
      $____________ to the Company in accordance with the terms of the Warrant.

5.    Pursuant  to this  exercise,  the  Company  shall  deliver  to the  holder
      _______________  Warrant  Shares  in  accordance  with  the  terms  of the
      Warrant.

6.    Following  this  exercise,  the Warrant shall be exercisable to purchase a
      total of ______________ Warrant Shares.

Dated:_______________,__                Name of Holder:

                                        (Print)

                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant)

<PAGE>

                               FORM OF ASSIGNMENT

      [To be completed and signed only upon transfer of Warrant]

      FOR VALUE RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________  shares of Common Stock of LMIC, Inc. to which
the within Warrant  relates and appoints  ________________  attorney to transfer
said right on the books of LMIC,  Inc.  with full power of  substitution  in the
premises.

Dated:________________,__

                                        ________________________________________
                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant)

                                        ________________________________________
                                        Address of Transferee

                                        ________________________________________

                                        ________________________________________

In the presence of:

__________________________________