EXHIBIT NO.:  4.9

                                WARRANT AGREEMENT

                          Dated as of February 5, 2001

                                 by and between

                                  CRYOCON, INC.

                                       and

J. BRIAN MORRISON

         THIS WARRANT  AGREEMENT (this  "Agreement") is made and entered into as
of February 5, 2001 by and between  CRYOCON,  INC., a Colorado  Corporation (the
"Company"), and J. BRIAN MORRISON ("Holder").

         WHEREAS,   the  Company  agrees  to  issue  Common  Stock  warrants  as
hereinafter  described (the  "Warrants") to purchase  shares of Common Stock (as
defined below),  in such number and at such price  determined in accordance with
this Agreement. Each Warrant entitles the holder thereof to purchase one Warrant
Share (as defined below).

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
agreements  herein set forth,  and for the  purpose of defining  the  respective
rights and  obligations  of the Company and Holder,  the parties hereto agree as
follows:

         Section  1.  Certain  Definitions.  As  used  in  this  Agreement,  the
following terms shall have the following respective meanings:

         "Commission" means the Securities and Exchange Commission.
          ----------

         "Common  Stock" means the common stock,  no par value,  of the Company,
and any other  capital  stock of the Company into which such common stock may be
converted or  reclassified or that may be issued in respect of, in exchange for,
or in substitution  for, such common stock by reason of any stock splits,  stock
dividends, distributions, mergers, consolidations or other like events.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations promulgated thereunder.

         "Exercise  Price" means the purchase price to be paid upon the exercise
of the Warrants in accordance with the terms hereof.  The initial Exercise Price
per  share  shall be equal to $0.10,  subject  to  adjustment  from time to time
pursuant to Section 11 hereof.

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         "Expiration  Date" means December 31, 2005, as the same may be extended
pursuant to Section 6 hereof.

         "Holder"  means J. BRIAN MORRISON and any other person who is the owner
of Warrants as shown on the Warrant register maintained by the Company.

         "Issue  Date" means the date of the initial  issuance of the  Warrants,
which shall be the date of this Agreement.

         "Rule 144" shall mean Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the Commission providing for offers and
sales of securities made in compliance  therewith  resulting in offers and sales
by subsequent  holders that are not  affiliates of an issuer of such  securities
being free of the  registration  and  prospectus  delivery  requirements  of the
Securities Act.

         "Rule 144A" shall mean Rule 144A promulgated  under the Securities Act,
as such Rule may be amended  from time to time,  or any similar rule (other than
Rule 144) or regulation hereafter adopted by the Commission.

         "Securities  Act"  means the  Securities  Act of 1933 or any  successor
statute and the rules and regulations promulgated thereunder.

         "Warrant  Shares"  means the fully  paid and  non-assessable  shares of
Common Stock issued or issuable upon the exercise of the Warrants.

         Section 2.        Issuance of Warrants; Warrant Certificates.
                           ------------------------------------------

         (a) The Warrants will be issued in the form of definitive certificates,
substantially  in the  form of  Exhibit  A (the  "Warrant  Certificates").  Each
Warrant  shall  provide  that  it  shall  represent  the  aggregate   amount  of
outstanding  Warrants from time to time endorsed  thereon and that the aggregate
amount of  outstanding  Warrants  represented  thereby  may from time to time be
reduced or increased, as appropriate.

         (b) The  Warrants  shall be  initially  issued on the Issue Date in the
aggregate  amount of FIVE HUNDRED  THOUSAND  (500,000)  shares of Common  Stock,
subject to adjustment as herein provided,  and shall be issued under one Warrant
Certificate.

         Section 3.  Execution  of Warrant  Certificates.  Warrant  Certificates
shall be signed on behalf of the Company by the  Company's  President  or a Vice
President  and by its  Secretary or an Assistant  Secretary  under its corporate
seal. Each such signature upon the Warrant  Certificates may be in the form of a
facsimile  signature  of the present or any future  President,  Vice  President,
Secretary or Assistant Secretary and may be imprinted or otherwise reproduced on
the Warrant  Certificates and for that purpose the Company may adopt and use the
facsimile signature of any person who shall have been President, Vice President,
Secretary or Assistant Secretary,  notwithstanding the fact that at the time the

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Warrant  Certificates  shall be countersigned and delivered or disposed of, such
person shall have ceased to hold such office.  The seal of the Company may be in
the form of a facsimile  thereof and may be  impressed,  affixed,  imprinted  or
otherwise reproduced on the Warrant Certificates.

         In case any  officer of the  Company  who shall have  signed any of the
Warrant  Certificates  shall  cease  to  be  such  officer  before  the  Warrant
Certificates so signed shall have been disposed of by the Company,  such Warrant
Certificates  nevertheless may be countersigned  and delivered or disposed of as
though such  person had not ceased to be such  officer of the  Company;  and any
Warrant Certificate may be signed on behalf of the Company by any person who, at
the actual date of the execution of such Warrant Certificate,  shall be a proper
officer of the Company to sign such Warrant Certificate, although at the date of
the execution of this Warrant Agreement any such person was not such officer.

         Section 4.  Registration.  The Company  shall  number and  register the
Warrant Certificates in a register as they are issued by the Company.

         The  Company may deem and treat the person in whose name any Warrant is
registered as the absolute owner(s) thereof,  for all purposes,  and the Company
shall not be affected by any notice to the contrary.

         Section 5.        Registration of Transfers and Exchanges.
                           ---------------------------------------

         (a) Transfer and Exchange of Warrants.  When  Warrants are presented to
the  Company  with a request to register  their  transfer;  or to exchange  such
Warrants for an equal number of Warrants of other authorized denominations,  the
Company  shall  register  the  transfer or make the exchange as requested if the
Warrants presented or surrendered for registration of transfer or exchange shall
be duly endorsed or  accompanied  by a written  instruction  of transfer in form
satisfactory  to the  Company,  duly  executed  by the Holder  thereof or by his
attorney-in-fact, duly authorized in writing.

         (b)      Legends.
                  -------

                  Each Warrant  Certificate (and all Warrants issued in exchange
         therefor or substitution thereof) and each certificate representing the
         Warrant Shares shall bear a legend in substantially the following form:

         "THE  SECURITY (OR ITS  PREDECESSOR)  EVIDENCED  HEREBY WAS  ORIGINALLY
         ISSUED IN A  TRANSACTION  EXEMPT  FROM  REGISTRATION  UNDER THE  UNITED
         STATES SECURITIES ACT OF 1933 (THE "SECURITIES  ACT"), AND THE SECURITY
         EVIDENCED HEREBY AND THE SECURITIES DELIVERED UPON EXERCISE THEREOF MAY
         NOT BE EXERCISED, OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE
         OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.



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         (c)    Obligations With Respect to Transfers and Exchanges of Warrants.
                ---------------------------------------------------------------

                  (i) To permit  registrations  of transfers and exchanges,  the
         Company shall execute in  accordance  with the  provisions of Section 4
         and this Section 5, Warrants as required  pursuant to the provisions of
         this  Section 5.  Notwithstanding  anything to the  contrary  contained
         herein,  the  Company  shall  refuse to  register  any  transfer of the
         Warrants not made in accordance with Regulation S promulgated under the
         Securities Act,  pursuant to  registration  under the Securities Act or
         pursuant to an available  exemption from the registration  requirements
         of the  Securities  Act;  provided,  however,  that  if a  foreign  law
         prevents the Company from  refusing to register  securities  transfers,
         the Company  shall  implement  other  reasonable  measures  designed to
         prevent   transfers  of  the  Warrants  not  made  in  accordance  with
         Regulation  S, pursuant to  registration  under the  Securities  Act or
         pursuant to an available  exemption from the registration  requirements
         of the Securities Act.

                  (ii) All Warrants issued upon any  registration of transfer or
         exchange of Warrants  shall be the valid  obligations  of the  Company,
         entitled to the same  benefits  under this  Warrant  Agreement,  as the
         Warrants surrendered upon such registration of transfer or exchange.

                  (iii) Prior to due presentment for registration of transfer of
         any  Warrant,  the  Company may deem and treat the person in whose name
         any Warrant is registered as the absolute owner of such Warrant and the
         Company shall not be affected by notice to the contrary.

                  (iv) No  service  charge  shall  be made to a  Holder  for any
         registration of transfer or exchange.

         Section 6. Terms of  Warrants;  Exercise  of  Warrants.  Subject to the
terms of this  Agreement,  each  Holder  shall  have  the  right,  which  may be
exercised at any time and from time to time, in whole or in part,  commencing on
the  date  hereof  and  ending  at 4:00  p.m.,  Central  Standard  Time,  on the
Expiration  Date,  to  receive  from the  Company  the  number of fully paid and
nonassessable  Warrant  Shares  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.  Subject to the  provisions  of the  following
paragraph  of this  Section 6, each  Warrant not  exercised  prior to 4:00 p.m.,
Central  Standard 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.

         The Company  shall use its  reasonable  efforts to give notice not less
than 90, and not more than 120, days prior to the Expiration Date to the Holders
of all then outstanding  Warrants to the effect that the Warrants will terminate
and become void as of 4:00 p.m.,  Central Standard Time, on the Expiration Date.
Notwithstanding  the Company's failure to give such notice,  the Expiration Date
shall not be extended  and, in no event will  Holders be entitled to any damages
or other remedy for the Company's failure to give such notice.



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         A  Warrant  may be  exercised  upon  surrender  to the  Company  of the
certificate or certificates evidencing the Warrant to be exercised with the form
of election to purchase on the reverse  thereof  properly  completed and signed,
and upon  payment to the  Company of the  Exercise  Price as  adjusted as herein
provided,  for each of the Warrant  Shares in respect of which such Warrants are
then exercised. 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. In the
alternative,  each Holder may exercise its right to receive  Warrant Shares on a
net basis, such that without the exchange of any funds, the Holder receives that
number of Warrant Shares  otherwise  issuable upon exercise of its Warrants less
that number of Warrant Shares  determined  from the application of the following
formula:  exercise price divided by current market price multiplied by the total
number of warrant  shares  available.  For purposes of the  foregoing  sentence,
"current  market  value"  of  the  Warrant  Shares  shall  be as  determined  in
accordance  with Section  11(c)  hereof.  The Company shall notify the Holder in
writing of any such determination of current market value.

         Subject  to the  provisions  of  Section 7 hereof,  upon  surrender  of
Warrants and payment of the Exercise Price as provided above,  the Company shall
promptly  transfer to the Holder of such Warrant a certificate  or  certificates
for the  appropriate  number of Warrant  Shares or other  securities or property
(including  any money) to which the Holder is entitled,  registered or otherwise
placed in, or payable to the order of,  such name or names as may be directed in
writing by the  Holder,  and shall  deliver  such  certificate  or  certificates
representing the Warrant Shares and any other securities or property  (including
any money) to the person or persons entitled to receive the same,  together with
an amount in cash in lieu of any  fraction of a share as provided in Section 13.
Any such  certificate or certificates  representing  the Warrant Shares shall be
deemed to have been  issued and any  person so  designated  to be named  therein
shall be deemed to have become a Holder of record of such  Warrant  Shares as of
the later of the date of the  surrender  of such  Warrants  and  payment  of the
Exercise Price.

         The Warrants shall be exercisable  commencing on the Issue Date, at the
election  of the  Holders  thereof,  either in full or from time to time in part
and, in the event that a certificate evidencing Warrants is exercised in respect
of fewer than all of the Warrant  Shares  issuable on such  exercise at any time
prior to the date of expiration of the Warrants,  a new  certificate  evidencing
the remaining  Warrant or Warrants will be issued and delivered  pursuant to the
provisions of this Section and of Section 3 hereof.

         All Warrant Certificates surrendered upon exercise of Warrants shall be
canceled.  Such  canceled  Warrant  Certificates  shall then be  disposed  of in
accordance with customary procedures.

         Section 7. Payment of Taxes. The Company will pay all documentary stamp
taxes, if any,  attributable to the issuance of the Warrant  Certificates or the
initial  issuance of Warrant  Shares upon the  exercise of  Warrants;  provided,
however,  that the  Company  shall not be required to pay any tax or taxes which
may be  payable  in  respect  of any  transfer  involved  in  the  issue  of any
certificates  for  Warrant  Shares in a name  other than that of the Holder of a
Warrant Certificate surrendered upon the exercise of a Warrant.

         Section 8. Mutilated or Missing  Warrant  Certificates.  In case any of
the Warrant  Certificates  shall be mutilated,  lost,  stolen or destroyed,  the
Company may in its discretion  issue in exchange and  substitution  for and upon

<PAGE>

cancellation  of  the  mutilated  Warrant   Certificate,   or  in  lieu  of  and
substitution  for the  Warrant  Certificate  lost,  stolen or  destroyed,  a new
Warrant  Certificate  of like tenor and  representing  an  equivalent  number of
Warrants,  but only upon  receipt of  evidence  reasonably  satisfactory  to the
Company of such loss,  theft or destruction of such Warrant  Certificate and, if
requested,  indemnity  reasonably  satisfactory  to  them.  Applicants  for such
substitute  Warrant  Certificates  shall also comply with such other  reasonable
regulations and pay such other reasonable charges as the Company may prescribe.

         Section 9. Reservation of Warrant Shares. The Company will at all times
reserve  and  keep  available,  free  from  any  preemptive  rights,  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.

         The  transfer  agent for the Common  Stock (the  "Transfer  Agent") and
every  subsequent  transfer agent for any shares of the Company's  capital stock
issuable  upon the exercise of any of the rights of purchase  aforesaid  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 will keep a
copy of this Agreement on file with the Transfer Agent and with every subsequent
transfer  agent for any shares of the Company's  capital stock issuable upon the
exercise of the rights of purchase represented by the Warrants. The Company will
supply such Transfer Agent with duly executed certificates for such purposes and
will  provide  or  otherwise  make  available  any cash  which may be payable as
provided in Section 13. The Company will furnish such  Transfer  Agent a copy of
all notices of adjustments and certificates related thereto, transmitted to each
Holder of the Warrants pursuant to Section 14 hereof.

         Before  taking any action which would cause an  adjustment  pursuant to
Section 11 hereof that would reduce the Exercise  Price below the then par value
(if any) of the Warrant Shares, the Company will take any corporate action which
may, in the opinion of its  counsel,  be necessary in order that the Company may
validly and legally  issue fully paid and  nonassessable  Warrant  Shares at the
Exercise Price as so adjusted.

         The Company  covenants that all Warrant Shares which may be issued upon
exercise of Warrants in accordance  with the terms of this Agreement  (including
the payment of the Exercise Price) will, upon issue, be duly and validly issued,
fully paid, nonassessable, and free of preemptive rights and Liens.

         Section 10.       Intentionally omitted.

         Section 11.  Adjustment of Exercise  Price and Number of Warrant Shares
Issuable.  The  number  and kind of  shares  purchasable  upon the  exercise  of
Warrants and the Exercise Price shall be subject to adjustment from time to time
(as set forth in the notices required by Section 14 hereof) as follows:

         (a)  Stock  Splits,  Combinations,  etc.  In  case  the  Company  shall
hereafter  (A) pay a dividend  or make a  distribution  on its  Common  Stock in
shares of its capital stock (whether  shares of Common Stock or of capital stock
of any other class),  (B) subdivide its outstanding  shares of Common Stock, (C)

<PAGE>

combine its outstanding  shares of Common Stock into a smaller number of shares,
or (D) issue by  reclassification  of its  shares of Common  Stock any shares of
capital  stock of the Company,  the  Exercise  Price in effect and the number of
Warrant Shares issuable upon exercise of each Warrant  immediately prior to such
action shall be adjusted so that the Holder of any Warrant thereafter  exercised
shall be  entitled  to  receive  the  number of shares of  capital  stock of the
Company which such Holder would have owned immediately following such action had
such Warrant been  exercised  immediately  prior thereto.  Any  adjustment  made
pursuant to this paragraph shall become effective  immediately  after the record
date in the case of a dividend and shall become effective  immediately after the
effective  date in the case of a subdivision,  combination or  reclassification.
If, as a result of an adjustment made pursuant to this paragraph,  the Holder of
any Warrant thereafter  exercised shall become entitled to receive shares of two
or more classes of capital  stock of the Company,  the Board of Directors of the
Company  (whose  determination  shall be  conclusive  and  evidenced  by a Board
resolution)  shall  determine  the  allocation  of the adjusted  Exercise  Price
between or among shares of such classes of capital stock.

         (b)  Reclassification,  Combinations,  Mergers,  etc.  In  case  of any
reclassification  or change of outstanding  shares of Common Stock issuable upon
exercise of the  Warrants  (other than as set forth in  paragraph  (a) above and
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 in
case of any  consolidation  or  merger  of the  Company  with  or  into  another
corporation  (other  than a  merger  in  which  the  Company  is the  continuing
corporation and which does not result in any  reclassification  or change of the
then  outstanding  shares of Common Stock or other capital  stock  issuable upon
exercise  of the  Warrants)  or in case of any  sale or  conveyance  to  another
corporation of all or substantially all of the assets of the Company, then, as a
condition  of such  reclassification,  change,  consolidation,  merger,  sale or
conveyance,  the Company or such a successor or purchasing  corporation,  as the
case may be,  shall  forthwith  make lawful and adequate  provision  whereby the
Holder of each  Warrant  then  outstanding  shall have the right  thereafter  to
receive on exercise  of such  Warrant the kind and amount of shares of stock and
other  securities and property  receivable upon such  reclassification,  change,
consolidation, merger, sale or conveyance by a Holder of the number of shares of
Common Stock  issuable upon exercise of such Warrant  immediately  prior to such
reclassification,  change,  consolidation,  merger, sale or conveyance and enter
into a  supplemental  warrant  agreement so  providing.  Such  provisions  shall
include  provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 11. If the issuer of
securities  deliverable upon exercise of Warrants under the supplemental warrant
agreement is an affiliate of the formed,  surviving or  transferee  corporation,
that issuer shall join in the supplemental warrant agreement.  The Company shall
not  effect  any  such  reclassification,   consolidation,  merger,  conveyance,
transfer,  dissolution,  liquidation or winding up or change of control  unless,
prior to the consummation  thereof, the successor corporation (if other than the
Company)   resulting   from  such   reclassification,   consolidation,   merger,
conveyance,  transfer,  dissolution,  liquidation  or  winding  up or  change of
control,  shall  assume,  by written  instrument  executed and  delivered to the
Holder, the obligation to deliver to the Holder such shares of stock, securities
or assets, which, in accordance with the foregoing provisions, such Holder shall
be  entitled to  purchase.  The above  provisions  of this  paragraph  (b) shall
similarly apply to successive  reclassifications and changes of shares of Common
Stock and to successive consolidations, mergers, sales or conveyances.

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         (c) Current Market Price. For the purpose of any computation of current
market price under this Agreement,  the current market price per share of Common
Stock at any date shall be the daily  closing price the last full trading day on
the exchange or market specified in the second succeeding  sentence prior to the
Time of Determination  (as defined below).  The term "Time of  Determination" as
used  herein  shall be the time and date of the earlier to occur of (A) the date
as of which the current  market  price is to be  computed  and (B) the last full
trading day on such exchange or market before the  commencement of "ex-dividend"
trading in the Common Stock  relating to the event giving rise to the adjustment
required by paragraph  (a) or (b) above.  The closing price for any day shall be
the last reported sale price regular way or, in case no such reported sale takes
place on such day, the average of the closing bid and asked  prices  regular way
for such day, in each case (1) on the principal national  securities exchange on
which the shares of Common Stock are listed or to which such shares are admitted
to trading or (2) if the Common  Stock is not listed or admitted to trading on a
national  securities  exchange,  in the  over-the-counter  market as reported by
Nasdaq  National  or  SmallCap  Markets or any  comparable  system or (3) if the
Common  Stock  is not  listed  on  Nasdaq  National  or  SmallCap  Markets  or a
comparable  system but a public market for the Common Stock exists, as furnished
by two members of the NASD selected from time to time in good faith by the Board
of  Directors  of the  Company  for that  purpose.  In the absence of all of the
foregoing,  or if for any other reason the current market price per share cannot
be determined  pursuant to the foregoing  provisions of this  paragraph (c), the
current  market  price per  share  shall be the fair  market  value  thereof  as
determined  in good faith by the Board of Directors of the Company and evidenced
by a resolution of such Board, subject to the following dispute resolution right
of the Holders of the  Warrants.  In the event that Holders of a majority of the
Warrants dispute the determination of the Board of Directors, such Holders shall
notify the  Company  and the  current  market  price  shall be  determined  in a
reasonably prompt manner as follows:

         (1) The Company and  Holders of a majority of the  Warrants  shall each
         appoint  an  independent,  experienced  appraiser  who is a member of a
         recognized  professional  association of business  appraisers.  The two
         appraisers  shall  determine the value of shares of Common Stock at the
         relevant  date,  assuming a sale between a willing  buyer and a willing
         seller,  both of whom have full  knowledge of the  financial  and other
         affairs of the Company,  and neither of whom is under any compulsion to
         sell or to buy.

         (2) If the higher of the two  appraisals is not more than 20% more than
         the lower of the  appraisals,  the current market price per share shall
         be the  average  of  the  two  appraisals.  If the  higher  of the  two
         appraisals is 20% or more than the lower of the two appraisals,  then a
         third appraiser  shall be appointed by the two appraisers,  and if they
         cannot agree on a third appraiser, the American Arbitration Association
         shall appoint the third appraiser.  The third appraiser,  regardless of
         who  appoints  him or her,  shall have the same  qualifications  as the
         first two appraisers.

         (3) The current  market  price per share after the  appointment  of the
         third  appraiser  shall be the average of the two  appraisals  that are
         closest in value to each other.

         (4) The fees and expenses of the  appraisers  shall be paid one-half by
         the Company and one-half by the Holders.

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         (d)  Consideration  Received.  If any shares of Common  Stock  shall be
issued,  sold or distributed for a consideration  other than cash, the amount of
the  consideration  other than cash  received by the Company in respect  thereof
shall be deemed to be the then current  market value of such  consideration  (as
determined in accordance with Section 11(c) hereof).

         (e)  Deferral of Certain  Adjustments.  No  adjustment  to the Exercise
Price (including the related  adjustment to the number of shares of Common Stock
purchasable  upon the  exercise of each  Warrant)  shall be  required  hereunder
unless such  adjustment,  together  with other  adjustments  carried  forward as
provided below,  would result in an increase or decrease of at least one percent
of the Exercise  Price;  provided that any  adjustments  which by reason of this
paragraph  (e) are not  required  to be made shall be carried  forward and taken
into account in any  subsequent  adjustment.  No  adjustment  need be made for a
change in the par value of the Common Stock. All calculations under this Section
11(e) shall be made to the nearest  1/1,000 of one cent or to the nearest 1/1000
of a share, as the case may be.

         (f) Other Adjustments. In the event that at any time, as a result of an
adjustment  made pursuant to this Section 11, the Holders shall become  entitled
to receive  any  securities  of the Company  other than shares of Common  Stock,
thereafter  the number of such other  securities so receivable  upon exercise of
the Warrants and the Exercise Price applicable to such exercise 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  shares of  Common  Stock
contained in this Section 11.

         Section 12.  Statement on Warrants.  Irrespective  of any adjustment in
the number or kind of shares  issuable  upon the exercise of the Warrants or the
Exercise  Price,  Warrants  theretofore  or  thereafter  issued may  continue to
express  the same  number  and kind of  shares  as are  stated  in the  Warrants
initially issuable pursuant to this Agreement.

         Section 13. Fractional  Interest.  The Company shall not be required to
issue  fractional  shares of Common Stock 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 shares of Common Stock which shall be issuable
upon such  exercise  shall be computed on the basis of the  aggregate  number of
shares of Common Stock  acquirable on exercise of the Warrants so presented.  If
any fraction of a share of Common Stock would, except for the provisions of this
Section  13, be issuable on the  exercise of any Warrant (or  specified  portion
thereof),  the Company shall direct the Transfer  Agent to pay an amount in cash
calculated by it equal to (i) the then current market price per share multiplied
by such fraction  computed to the nearest whole cent,  less (ii) an amount equal
to the Exercise Price multiplied by such fraction  computed to the nearest whole
cent. The Holders,  by their acceptance of the Warrant  Certificates,  expressly
waive any and all rights to receive any fraction of a share of Common Stock or a
stock certificate representing a fraction of a share of Common Stock.

         Section 14.  Notices to Holders.  Upon any  adjustment  of the Exercise
Price pursuant to Section 11, the Company shall promptly  thereafter cause to be
given to each of the registered  Holders by first-class mail, postage prepaid, a
certificate executed by the Chief Financial Officer of the Company setting forth
the Exercise Price after such adjustment and setting forth in reasonable  detail
the method of calculation and the facts upon which such  calculations  are based
and setting  forth the number of Warrant  Shares (or portion  thereof)  issuable

<PAGE>

after such  adjustment  in the Exercise  Price,  upon  exercise of a Warrant and
payment of the adjusted  Exercise Price,  which  certificate shall be conclusive
evidence,  absent  manifest  error,  of the correctness of the matters set forth
therein.

         In case:

                  (a) 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; or

                  (b)  the  Company  shall  authorize  the  distribution  to all
         holders of shares of Common Stock of evidences of its  indebtedness  or
         assets (other than cash dividends or cash distributions  payable out of
         consolidated  earnings or earned surplus or dividends payable in shares
         of Common Stock or distributions referred to in Section 11 hereof); or

                  (c) of any  consolidation  or merger to which the Company is a
         party for which approval of any shareholders of the Company is required
         and  following  which  the  shareholders  of the  Company  before  such
         consolidation  or merger no longer hold at least 50% of the outstanding
         capital stock of the Company following the merger or consolidation,  or
         of the  conveyance  or  transfer  of 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 other  transaction  that would result in a change in control;
         or

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

                  (e) the Company  proposes to take any other  action that would
         require an  adjustment  of the Exercise  Price or the number of Warrant
         Shares pursuant to Section 11; then the Company shall cause to be given
         to each of the  registered  Holders of the  Warrants  at such  Holder's
         address  appearing on the Warrant  register,  at least 10 days prior to
         the applicable  record date hereinafter  specified,  or promptly in the
         case of events for which there is no record date, by first-class  mail,
         postage prepaid,  a written notice stating (i) 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 (ii) the initial expiration date set forth in any tender
         offer or exchange  offer for shares of Common Stock,  or (iii) the date
         on which any such reclassification,  consolidation, merger, conveyance,
         transfer,  dissolution,  liquidation or winding up or change of control
         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 or change of  control.  The  failure to give the notice
         required by this Section 14 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  change of  control  or the vote upon any  action.
         Nothing   contained  in  this  Agreement  or  in  any  of  the  Warrant
         Certificates  shall be construed as conferring upon the Holders thereof

<PAGE>

         the right to vote or to consent or to receive notice as shareholders in
         respect of the meetings of shareholders or the election of Directors of
         the  Company  or  any  other  matter,   or  any  rights  whatsoever  as
         shareholders of the Company.

         Section 15.       Intentionally omitted.

         Section 16.       Intentionally omitted.

         Section 17. Notices to Company. Any notice or demand authorized by this
Agreement to be given or made by the Holder of any Warrants to or on the Company
shall  be  sufficiently  given  or  made  when  and if  deposited  in the  mail,
first-class  or certified,  postage  prepaid,  or delivered via Federal  Express
overnight  delivery or by facsimile (with  confirmation  of receipt),  addressed
(until another address is filed in writing by the Company), as follows:

                  Cryocon, Inc.
                  2250 North 1500 West
                  Ogden, Utah 84404
                  Attn:  James Retallick

         Any notice pursuant to this Agreement to be given by the Company to the
Holder  shall  be  sufficiently  given  when  and  if  deposited  in  the  mail,
first-class  or certified,  postage  prepaid,  or delivered via Federal  Express
overnight  delivery or by facsimile (with  confirmation  of receipt),  addressed
(until another address is filed in writing with the Company) to:

                  J. BRIAN MORRISON
                  15 Fontenay Circle
                  Little Rock, AR  72223

         Section 18. Supplements and Amendments. The Company and Holder may from
time to time  supplement  or amend this  Agreement  without the  approval of any
Holders of Warrants 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 and Holder may deem necessary or
desirable and which shall not in any way  adversely  affect the interests of the
Holders of Warrants.  Any amendment or supplement to this  Agreement  that has a
material  adverse  effect on the  interests of Holders shall require the written
consent of Holders  representing  a majority  of the then  outstanding  Warrants
(excluding  Warrants  held by the Company or any of its  Affiliates);  provided,
however, that the consent of each Holder of a Warrant affected shall be required
for any amendment pursuant to which the Exercise Price would be increased or the
number  of  Warrant  Shares  purchasable  upon  exercise  of  Warrants  would be
decreased  (other  than  pursuant  to  adjustments  provided  for in  Section 11
hereof).  Holder  shall be entitled to receive and shall be fully  protected  in
relying  upon an  officer's  certificate  and  opinion of counsel as  conclusive
evidence  that any such  amendment  or  supplement  is  authorized  or permitted
hereunder,  that it does or does not,  as the case may be,  require  the written
consent  of  Holders  to be  effective  hereunder,  that it is not  inconsistent
herewith,  and that it will be valid and binding upon the Company in  accordance
with its terms.

<PAGE>

         Section  19.  Successors.  All the  covenants  and  provisions  of this
Agreement  by or for the  benefit  of the  Company  shall  bind and inure to the
benefit of its respective successors and assigns hereunder.

         Section  20.  Termination.  This  Agreement  (other  than  any  party's
obligations  with respect to Warrants  previously  exercised and with respect to
indemnification)  shall  terminate at 4:00 p.m.,  Central  Standard  Time on the
Expiration Date.

         Section 21. Governing Law. THIS AGREEMENT AND EACH WARRANT  CERTIFICATE
ISSUED  HEREUNDER  SHALL BE DEEMED TO BE A  CONTRACT  MADE UNDER THE LAWS OF THE
STATE OF UTAH AND FOR ALL PURPOSES  SHALL BE CONSTRUED  IN  ACCORDANCE  WITH THE
INTERNAL  LAWS OF SAID STATE,  WITHOUT  GIVING  EFFECT TO THE  CONFLICTS OF LAWS
PRINCIPLES THEREOF.

         Section 22.       Benefits of This Agreement.
                           --------------------------

         (a) Nothing in this Agreement  shall be construed to give to any person
other than the Company  and the Holder of the  Warrants  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 Holder of the Warrants  from
time to time.

         (b) Prior to the exercise of the Warrants,  no Holder of a Warrants, as
such, shall be entitled to any rights of a stockholder of a Company,  including,
without limitation,  the right to receive dividends or subscription  rights, the
right to vote,  to consent,  to exercise any  preemptive  right,  to receive any
notice of or to  participate  in meetings of  stockholders  for the  election of
directors  of the  Company or any other  matter or to receive  any notice of any
proceedings of the Company, except as may be specifically and expressly provided
for herein.  The Holders of the Warrants are not entitled to share in the assets
of the Company in the event of the liquidation, dissolution or winding up of the
Company's affairs.

         (c) All rights of action in respect of this Agreement are vested in the
Holders of the Warrants,  and any Holder of any Warrant,  without the consent of
the Holder of any other  Warrant,  may, on such Holder's own behalf and for such
Holder's own benefit,  enforce,  and may institute and maintain any suit, action
or proceeding  against the Company suitable to enforce,  or otherwise in respect
of, such Holder's rights hereunder, including the right to exercise, exchange or
surrender  for purchase such  Holder's  Warrants in the manner  provided in this
Agreement.

         Section 23.  Representations and Warranties of the Company. The Company
represents and warrants to the Holder as follows:

         (a)  Due  Issuance  and  Authorization  of  Capital  Stock.  All of the
outstanding shares of capital stock of the Company have been validly issued, are
fully paid and nonassessable  and, except as set forth in Schedule 23(b) hereto,
are free from preemptive rights.

         (b)  Organization.  The Company (i) is a  corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Colorado,
(ii) is duly  qualified to do business as a foreign  corporation  and is in good

<PAGE>

standing in each  jurisdiction  where the nature of the property owned or leased
by it or the nature of the  business  conducted  by it makes such  qualification
necessary,  and (iii) has all requisite  corporate power and authority to own or
lease and  operate  its  assets and carry on its  business  as  presently  being
conducted.

         (c) Consents.  Neither the  execution,  delivery or performance of this
Agreement by the Company,  nor the  consummation  by it of the  obligations  and
transactions contemplated hereby (including,  without limitation,  the issuance,
the reservation  for issuance and the delivery of the Warrant  Shares)  requires
any consent of,  authorization  by, exemption from, filing with or notice to any
governmental authority or any other person.

         (d) Authorization; Enforcement. The Company has all requisite corporate
power  and  has  taken  all  necessary  corporate  action  required  for the due
authorization,  execution,  delivery  and  performance  by the  Company  of this
Agreement and to consummate the  transactions  contemplated  hereby  (including,
without limitation, the issuance of the Warrant Shares). The execution, delivery
and  performance  by the Company of this Agreement and the  consummation  by the
Company of the  transactions  contemplated  hereby and  thereby,  have been duly
authorized by all necessary  corporate  action on the part of the Company.  This
Agreement has been duly executed and delivered by the Company and  constitutes a
valid and binding obligation of the Company enforceable against it in accordance
with its terms.

         (e) No  Conflicts.  The  execution,  delivery and  performance,  by the
Company of this Agreement and the consummation of the transactions  contemplated
hereby (including, without limitation, the issuance and reservation for issuance
of the Warrant  Shares) by the Company will not (i) result in a violation of the
Certificate  of  Incorporation  or By-Laws,  (ii) conflict with or result in the
material  breach of the terms,  conditions  or  provisions  of or  constitute  a
default (or an event  which with notice or lapse of time or both would  become a
default)  under,  or give  rise to any  right of  termination,  acceleration  or
cancellation under, any material agreement, lease, mortgage, license, indenture,
instrument or other contract to which the Company or any of its  Subsidiaries is
a party,  (iii)  result in a  violation  of any law,  rule,  regulation,  order,
judgment  or decree  (including,  without  limitation,  U.S.  federal  and state
securities  laws  and  regulations)  applicable  to  the  Company  or any of its
Subsidiaries  or by which any property or asset of the Company or any Subsidiary
is bound or affected,  or (iv) result in the creation of any lien or encumbrance
upon any of their assets.

         Section  24.  Representations  and  Warranties  of the  Holder.  Holder
represents and warrants to the Company as follows:

         (a)  Corporate  Existence.  The  Holder  is an entity  duly  organized,
validly  existing and in good  standing  under the laws of its  jurisdiction  of
incorporation.

         (b)  Acknowledgment  of Risks.  The Holder has  carefully  reviewed and
understands the risks of, and other considerations  relating to, this Agreement,
the Warrants and the Warrant Shares.

<PAGE>

         (c)  Acquisition  of Warrant  Shares.  Upon  exercise of the  Warrants,
Holder will  acquire  the Warrant  Shares for its own account or for one or more
separate  accounts  maintained  by it and without  the view to the  distribution
thereof within the meaning of the  Securities Act or with any present  intention
of  distributing  or selling the Warrant  Shares except in  compliance  with the
Securities Act.

         (d) No Registration.  The Holder  understands that (i) the Warrants and
the Warrant Shares (A) have not been registered  under the Securities Act or any
state securities laws, (B) will be issued in reliance upon an exemption from the
registration  and prospectus  delivery  requirements  of the Securities Act, (C)
will be issued in reliance upon exemptions from the  registration and prospectus
delivery  requirements of state securities laws, (ii) there is not currently any
trading  market  for the  Warrants  or the  Warrant  Shares  and there can be no
assurances  that the  Warrants  and the  Warrant  Shares  will be  listed on any
exchange or quoted on any quotation system,  and (iii) the Holder must therefore
bear the  economic  risk of such  investment  indefinitely  unless a  subsequent
disposition  thereof is registered under the Securities Act and applicable state
securities laws or is exempt therefrom. The Holder further understands that such
exemption  depends  upon,  among  other  things,  the bona  fide  nature  of the
investment intent of the Holder expressed herein. Pursuant to the foregoing, the
Holder  acknowledges  that  any  certificate  representing  any  Warrant  Shares
acquired by the Holder shall bear the  restrictive  legends set forth in Section
5(b).

         (e) Investment Experience.  The Holder, together with its advisors, has
knowledge,  skill and experience in financial,  business and investment  matters
relating to an investment  of this type and is capable of evaluating  the merits
and risks of such investment and protecting the Holder's  interest in connection
with  the  acquisition  of the  Warrants  and any  Warrant  Shares.  The  Holder
understands  that the  acquisition  of the Warrants and any Warrant  Shares is a
speculative  investment and involves substantial risks and that the Holder could
lose the Holder's entire  investment in the Warrants and any Warrant Shares.  To
the extent deemed necessary by the Holder,  the Holder has retained,  at its own
expense,  and has relied upon  appropriate  professional  advice  regarding  the
investment,  tax and legal merits and  consequences of purchasing and owning the
Warrants and any Warrant Shares. The Holder has the ability to bear the economic
risks of investment in the Company, including a complete loss of the investment,
and the Holder has no need for liquidity in such investment.

         (f)  Status  as  Accredited  Investor.  The  Holder  is an  "Accredited
Investor"  within the meaning of Rule 501 of  Regulation D,  promulgated  by the
United States Securities and Exchange Commission pursuant to the Securities Act.

         Section 25. Counterparts.  This Agreement may be executed in any number
of counterparts and each of such  counterparts  shall for all purposes be deemed
to be an original,  and all such counterparts shall together  constitute but one
and the same instrument.

         Section  26.  Superceding  Prior  Option  Agreements.   This  agreement
supercedes  a previous  agreement  between  the  parties  for the same number of
shares executed in December, 2000.

<PAGE>

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


                                     CRYOCON, INC.


                                     By:             /s/
                                              ------------------------------
                                     Name:    ROBERT W. BRUNSON
                                     Title:   President, Chief Executive Officer



                                                     /s/
                                              ---------------------------------
                                              J. BRIAN MORRISON


<PAGE>



                                                                       Exhibit A
                                                                       ---------

                           FORM OF WARRANT CERTIFICATE

THE SECURITY (OR ITS PREDECESSOR)  EVIDENCED  HEREBY WAS ORIGINALLY  ISSUED IN A
TRANSACTION  EXEMPT FROM REGISTRATION  UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES  ACT"), AND THE SECURITY  EVIDENCED HEREBY AND
THE SECURITIES  DELIVERED UPON EXERCISE  THEREOF MAY NOT BE EXERCISED,  OFFERED,
SOLD  OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE  OF  SUCH  REGISTRATION  OR AN
APPLICABLE EXEMPTION THEREFROM.


500,000 Shares of Common Stock                       Warrant Certificate No. 001


                               WARRANT CERTIFICATE
                       For the Purchase of Common Stock of
                                  CRYOCON, INC.

         1.  Certificate.  THIS IS TO  CERTIFY  THAT J. Brian  Morrison,  or its
registered assigns ("Holder"),  is entitled to exercise this Warrant Certificate
to purchase from Cryocon,  Inc., a Colorado  corporation (the  "Company"),  FIVE
HUNDRED  THOUSAND  (500,000)  shares of common stock, no par value per share, of
the Company (the "Common  Stock"),  all on the terms and conditions and pursuant
to the provisions  hereinafter set forth.  This Warrant  Certificate is executed
pursuant to the terms of that certain  Warrant  Agreement of even date  herewith
(the "Agreement")  between the Company and the Holder. Any capitalized terms not
defined herein will have the meanings set forth in the Agreement.

         2. Exercise  Price.  The exercise price to be paid upon the exercise of
the warrants in accordance  with the terms of the  Agreement,  in the aggregate,
shall  initially be $0.10 (the  "Exercise  Price").  Such Exercise Price and the
number  of shares of  Common  Stock  into  which  this  Warrant  Certificate  is
exercisable  are  subject to  adjustment  from time to time as  provided  in the
Agreement.

         3. Exercise.  This Warrant Certificate may be exercised, in whole or in
part,  at any time or from time to time on or after the date  hereof;  provided,
however,  that this Warrant Certificate shall be void and all rights represented
hereby shall cease unless  exercised in full on or before December 31, 2005 (the
"Expiration Date").

         In order to exercise this Warrant Certificate, in whole or in part, the
Holder hereof shall deliver to the Company at its principal  office,  or at such
other office as shall be designated by the Company pursuant to the Agreement:

         (a) written  notice of  Holder's  election  to  exercise  this  Warrant
Certificate, in substantially the form of the Notice of Exercise attached hereto
as Annex A;

         (b) payment of the Exercise Price in cash or by certified check or on a
"net basis" as set forth in Section 6 of the Agreement; and

Upon receipt thereof, the Company shall promptly execute or cause to be executed
and  deliver to such  Holder a  certificate  or  certificates  representing  the
aggregate number of full shares of Common Stock issuable upon such exercise. The

<PAGE>

stock  certificate or  certificates so delivered shall be registered in the name
of such  Holder,  or such  other  name as shall  be  designated  in said  notice
(subject to any  restrictions  on transfer set forth in the  Agreement).  If the
exercise is for less than all of the shares of Common Stock issuable as provided
in the Warrant Certificate,  the Company will issue a new Warrant Certificate of
like tenor and date for the balance of such  shares  issuable  hereunder  to the
Holder.

         4.  Transfer.  This  Warrant  Certificate  and all  options  and rights
hereunder  are  transferable,  as to all or any part of the  number of shares of
Common Stock purchasable upon its exercise, in accordance with the Agreement.

         5.  Registration  Rights.  The Common  Stock  into  which this  Warrant
Certificate is exercisable is subject to registration  rights as provided in the
Registration Rights Agreement.

         6.  Successors  and Assigns.  This Warrant  Certificate  and the rights
evidenced  hereby  shall  inure  to  the  benefit  of and be  binding  upon  the
successors  and assigns of the Holder hereof and,  shall be  enforceable  by any
such Holder.

         7. Headings. Headings of the paragraphs in this Warrant Certificate are
for convenience  and reference only and shall not, for any purpose,  be deemed a
part of this Warrant Certificate.

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed and issued.

         DATED as of February 5, 2001.

                                     CRYOCON, INC.


                                     By:                /s/
                                              ------------------------------
                                     Name:    ROBERT W. BRUNSON
                                     Title:   President, Chief Executive Officer

                                     ATTEST:

                                     By:                /s/
                                              --------------------------------
                                     Name:    DEBRA L. BRUNSON
                                     Title:   Corporate Secretary

                                     CORPORATE SEAL:







<PAGE>


                                     ANNEX A
                                     -------

                           FORM OF NOTICE OF EXERCISE

     [To be signed only upon exercise of the attached Warrant Certificate]

TO CRYOCON, INC.

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_______ shares of Common Stock which the  undersigned is entitled to purchase by
the  terms of the  attached  Warrant  Certificate  according  to the  conditions
thereof, and herewith

[check one]
--       makes payment of $____________ therefor; or
--       directs  the Company to issue  ______  shares of Common  Stock,  and to
         withhold  ______  shares  of  Common  Stock in lieu of  payment  of the
         Exercise Price, as described in Section 6 of the Warrant Agreement.

         Please issue a certificate  or  certificates  for such shares of Common
Stock in the following name or names and denominations:



         If said number of shares shall not be all the shares  issuable upon the
exercise of the attached Warrant Certificate, a new Warrant Certificate is to be
issued in the name of the undersigned  for the balance  remaining of such shares
less any fraction of a share paid in cash.


Dated:  ____________________, ________


                                                --------------------------------
                                                Note: The above signature should
                                                      correspond   exactly  with
                                                      the  name  of the  face of
                                                      the    attached    Warrant
                                                      Certificate  or  with  the
                                                      name   of   the   assignee
                                                      appearing      in      the
                                                      assignment form below.




<PAGE>


                                                                       Exhibit B
                                                                       ---------

                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
                      REGISTRATION OF TRANSFER OF WARRANTS

Re:      _______ Warrants to Purchase Common Stock (the "Warrants") of Cryocon,
         Inc.


         This Certificate  relates to ________ Warrants held in _____ book-entry
or _____ definitive form by _______________ (the "Transferor"). The Transferor:

         [ ] has  requested the Company by written order to exchange or register
the transfer of a Warrant or Warrant(s).

         In  connection  with such request and in respect of each such  Warrant,
the  Transferor  does hereby  certify that the  Transferor  is familiar with the
Warrant Agreement relating to the above captioned Warrants and that the transfer
of each such Warrant does not require  registration  under the Securities Act of
1933 (the "Securities Act") because:

         [ ] Each  such  Warrant  is being  acquired  for the  Transferor's  own
account without transfer.

         [ ]  Each  such  Warrant  is  being  transferred  (i)  to a  "qualified
institutional  buyer" (as  defined in Rule 144A under the  Securities  Act),  in
reliance on Rule 144A or (ii)  pursuant to an  exemption  from  registration  in
accordance  with Rule 904 under the  Securities Act (and, in the case of clauses
(i) and (ii),  based on an opinion of counsel and written  certification  if the
Company so requests).

         [ ] Each such Warrant is being  transferred (i) in accordance with Rule
144 under the  Securities Act (and based on an opinion of counsel if the Company
so requests) or (ii) pursuant to an effective  registration  statement under the
Securities Act.

         [ ] Each  such  Warrant  is being  transferred  in  reliance  on and in
compliance  with another  exemption from the  registration  requirements  of the
Securities Act (and based on an opinion of counsel if the Company so requests).

                                        [INSERT NAME OF TRANSFEROR]


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

Date:
       --------------------