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                                                                   EXHIBIT 10.21


                                     WARRANT

                           TO PURCHASE COMMON STOCK OF

                              INLAND RESOURCES INC.

                            A WASHINGTON CORPORATION


                             ISSUED ON MARCH 5, 1999

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR
         QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES REPRESENTED
         BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
         SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED (EXCEPT AS PERMITTED
         PURSUANT TO THAT CERTAIN WARRANT AGREEMENT DATED AS OF MARCH 5, 1999
         AMONG INLAND RESOURCES INC. (THE "COMPANY") AND TCW PORTFOLIO NO. 1555
         DR V SUB-CUSTODY PARTNERSHIP, L.P. (AS AMENDED FROM TIME TO TIME, THE
         "WARRANT AGREEMENT"), TO THE EFFECT THAT THE PROPOSED TRANSACTION DOES
         NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER FEDERAL OR STATE
         SECURITIES LAWS. THE WARRANT EVIDENCED BY THIS CERTIFICATE IS SUBJECT
         TO CERTAIN RESTRICTIONS AS SET FORTH IN THE WARRANT AGREEMENT.


                            THIS IS TO CERTIFY THAT:

         TCW Portfolio No. 1555 DR V Sub-Custody Partnership, L.P., a California
limited partnership ("HOLDER"), or registered assigns, is entitled to purchase
from the Company at any time on and after the earlier of (i) third (3rd)
anniversary of the date of issuance of this Warrant or (ii) the date on which
the Company prepays in full the Notes prior to their maturity, but in no event
later than 5:00 p.m., Los Angeles Time, on the tenth (10th) anniversary of the
date of issuance of this Warrant (the "EXPIRATION DATE"), FIFTY-EIGHT THOUSAND
FIVE HUNDRED TWELVE (58,512) Stock Units, in whole or in part, at a per Stock
Unit purchase price at any date equal to the Purchase Price (as defined below),
all on the terms and conditions hereinbelow provided.

         1. Certain Definitions. Initially capitalized terms not otherwise
defined herein shall have the meanings ascribed to such terms in the Warrant
Agreement. As used in this Warrant:

         "5-DAY AVERAGE PRICE" per share of Common Stock, for purposes of any
provision herein at the date specified in such provision, shall mean the average
closing price of the Common Stock on the securities exchange or a national
market system on which the Common Stock is then listed, or the average of the
closing "bid" and "ask" prices if quoted on The Nasdaq Stock Market or a similar
quotation system, over the 5-trading day period immediately prior to such date.


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         "30-DAY AVERAGE PRICE" per share of Common Stock, for purposes of any
provision herein at the date specified in such provision, shall mean the average
closing price of the Common Stock on the securities exchange or a national
market system on which the Common Stock is then listed, or the average of the
closing "bid" and "ask" prices if quoted on The Nasdaq Stock Market or a similar
quotation system, over the 30-trading day period immediately prior to such date.

         "ADDITIONAL SHARES OF NONPREFERRED STOCK" shall mean all shares of
Nonpreferred Stock issued by the Company after the Closing Date other than (i)
the Common Stock issued pursuant to the Warrants, (ii) an aggregate of 127,400
shares of Common Stock issued upon exercise of options granted pursuant to the
Company's Amended 1988 Stock Option Plan or the Company's 1997 Stock Option
Plan, (iii) so long as the Company remains a Public Company, all shares of
Common Stock issued for the benefit of officers, key employees, directors and
consultants of the Company, which issuances have been approved in advance by the
Board of Directors of the Company, a committee thereof or the shareholders of
the Company and which grants (A) have been issued as bonus stock to such persons
after the date hereof, or (B) have been or are to be issued upon exercise of
options or warrants issued after the date hereof, (iv) the shares of Common
Stock issued pursuant to the conversion of the Company's Series C Cumulative
Convertible Preferred Stock outstanding as of the date hereof; (v) 1,376,911
shares of Common Stock issued pursuant to warrants and options granted by the
Company to certain of its employees and consultants as more fully described on
Schedule 3.01(a) to the Warrant Agreement, (vi) the shares of Common Stock
issued in a public offering of Common Stock at a price per share of Common Stock
which is not less than the Current Warrant Price thereof on the earlier of the
date on which the Company shall enter into a firm commitment or contract for the
issuance of such Common Stock and the date such Common Stock is issued; (vii)
the shares of Common Stock issuable on exercise of the terms of any Convertible
Securities issued in a public or private offering where the aggregate of the
consideration received or receivable by the Company on the issuance of such
Convertible Securities and upon the issuance of Common Stock pursuant to the
terms of such Convertible Securities is not less than the Current Warrant Price
on the earlier of the date on which the Company enters into a firm commitment or
contract for the issuance of such Convertible Securities and the date on which
such Convertible Securities are issued; or (viii) shares of Common Stock issued
at a cash price, or fair market value of property, per share equal to or in
excess of the Current Warrant Price.

         "AGGREGATE PURCHASE PRICE" shall have the meaning given in Section 2
below.

         "APPRAISED VALUE" shall mean the fair market value of all outstanding
Common Stock, as determined by a written appraisal (the "APPRAISAL") prepared by
a national or major regional investment bank acceptable to the Board of
Directors of the Company and the Holders of the Warrants exercisable for a
majority of the Warrant Stock then unissued. "Fair market value" is defined for
this purpose as the price in a single transaction determined on a going-concern
basis that would be agreed upon by the most likely hypothetical buyer for one
hundred percent (100%) of the equity capital of the Company. In the event that
the Company and said Holders cannot, in good faith, agree upon an investment
bank, then the Company, on the one hand, and said 


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Holders, on the other hand, shall each select an investment bank, the two
investment banks so selected shall select a third investment bank who shall be
directed to prepare the Appraisal and the term Appraised Value shall mean the
appraised value set forth in the Appraisal prepared in accordance with this
definition. The Company and the Holders shall each pay for one-half of the cost
of any such Appraisal.

         "BOARD OF DIRECTORS" shall mean the duly appointed board of directors
of the Company.

         "BUSINESS DAY" shall mean a day, other than a Saturday, Sunday or legal
holiday on which commercial banks are authorized or obligated by law or
executive order to close in the State of California.

         "COMMISSION" shall mean the Securities and Exchange Commission.

         "COMMON STOCK" shall mean the Company's authorized common stock, $0.001
par value, irrespective of class unless otherwise specified, as constituted on
the date of original issuance of this Warrant, and any stock into which such
common stock may thereafter be changed, and shall also include stock of the
Company of any other class, which is not preferred as to dividends or assets
over any other class of stock of the Company and which is not subject to
redemption, issued to the holders of shares of Common Stock upon any
reclassification thereof.

         "CONVERTIBLE SECURITIES" shall mean evidences of indebtedness, shares
of stock or other securities which are convertible into or exchangeable for
Additional Shares of Nonpreferred Stock, either immediately or upon the arrival
of a specified date or the happening of a specified event.

         "CURRENT MARKET PRICE" per share of Common Stock for the purposes of
any provision of this Warrant at a date herein specified, shall mean the greater
of (i) the 30-Day Average Price of the Common Stock or (ii) the 5-Day Average
Price of the Common Stock; provided, that if the Current Market Price per share
of Common Stock cannot be ascertained by such methods, then the Current Market
Price per share of Common Stock shall be the price agreed upon by the Company
and the Holders of Warrants exercisable for a majority of the Warrant Shares
then unissued, and if they cannot so agree within 30 days, then the Current
Market Price of Common Stock shall be deemed to be the greater of (i) the net
book value per share of Common Stock, determined in accordance with generally
accepted accounting principles, or (ii) the fair value per share of Common Stock
determined pursuant to the Appraised Value.

         "CURRENT WARRANT PRICE" per share of Common Stock, for the purpose of
any provision of this Warrant at the date herein specified, shall mean the
amount equal to the quotient resulting from dividing the Purchase Price per
Stock Unit in effect on such date by the number of shares (including any
fractional share) of Common Stock comprising a Stock Unit on such date.

         "NONPREFERRED STOCK" shall mean the Common Stock and shall also include
stock of the Company of any other class which is not preferred as to dividends
or rights in assets over any other class of stock of the Company and which is
not subject to redemption.



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         "NOTES" shall mean the Senior Subordinated Amortizing Term Notes due
December 31, 2006 of the Company issued pursuant to the Credit Agreement.

         "OBLIGATIONS" shall have the meaning set forth therefor in the Credit
Agreement.

         "PERSON" shall mean any individual, corporation, partnership,
association, joint stock company, trust or trustee thereof, estate or executor
thereof, unincorporated organization or joint venture, court or governmental
unit or any agency or subdivision thereof, or any other legally recognizable
entity.

         "PUBLIC COMPANY" shall mean a company with one or more classes of
securities subject to the registration requirements of Section 12 or 15A of the
Securities Exchange Act of 1934, as amended.

         "PURCHASE PRICE" initially shall be $1.75, as adjusted from time to
time pursuant to Section 4.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "STOCK UNIT" shall mean one share of Common Stock, as such Common Stock
was constituted on the date of original issue of this Warrant and thereafter
shall mean such number of shares (including any fractional shares) of Common
Stock as shall result from the adjustments specified in Section 4.

         "WARRANTS" shall mean the Warrants originally issued by the Company
pursuant to the Warrant Agreement, of which this Warrant is one, evidencing
rights to purchase shares of Common Stock, and all Warrants issued upon
transfer, division or combination of, or in substitution for, any thereof. All
Warrants shall at all times be identical as to terms and conditions and date,
except as to the Common Stock for which they may be exercised.

         "WARRANT STOCK" shall mean the shares of Common Stock purchasable by
the holder of a Warrant upon the exercise of such Warrant.

         2. Exercise Of Warrant. The holder of this Warrant may, at any time on
or after the date hereof but not later than the Expiration Date, exercise this
Warrant in whole or in part for the number of Stock Units which such holder is
then entitled to purchase hereunder. In order to exercise this Warrant, in whole
or in part, the holder hereof shall deliver to the Company at its office
maintained for such purpose pursuant to Section 16 (i) a written notice of such
holder's election to exercise this Warrant, (ii) this Warrant, and (iii) the
total purchase price for the shares being purchased upon such exercise (a) by
delivery of immediately available funds in an amount equal to the product of the
Purchase Price multiplied by the number of Stock Units being purchased upon such
exercise (the "Aggregate Purchase Price"), (b) upon notification to the holder
at least 45 days prior to the prepayment of the Notes in full by the Company, by
credit of a portion of the prepayment amount to be paid to the holder of any
Note by the Company pursuant to the terms of the Credit Agreement (the
"Prepayment Amount") in an aggregate 



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amount equal to the Aggregate Purchase Price, such credit being conditional upon
receipt by the Company of a written release, satisfaction or acknowledgement of
credit delivered to the Company executed by the holder of such Note, being
released or credited in payment of the Aggregate Purchase Price and setting
forth the amount of the Prepayment Amount so released or credited, (c) any
combination of the foregoing clauses (a) and (b), or (d) to the extent permitted
by applicable law, the delivery of a notice to the Company that the Holder is
exercising the Warrant without payment of the Purchase Price by authorizing the
Company to deliver the number of shares of Warrant Stock issuable upon exercise
of the Warrant to be determined based upon the following formula:

                           ((MP - WP) x WS)/MP = the number of shares of Warrant
                           Stock issuable upon exercise of this Warrant without
                           payment of the Purchase Price

         WHERE:

                  MP = Current Market Price

                  WP = Current Warrant Price

                  WS = The number of shares of Warrant Stock issuable upon
         exercise of this Warrant (in whole or in part).

         Such notice may be in the form of the Subscription set out at the end
of this Warrant. Upon receipt thereof, the Company shall, as promptly as
practicable and in any event within ten (10) Business Days thereafter, cause to
be executed and delivered to such holder a certificate or certificates
representing the aggregate number of fully paid and nonassessable shares of
Warrant Stock issuable upon such exercise.

         The stock certificate or certificates for Warrant Stock so delivered
shall be endorsed with a legend as set forth in Section 1.03 to the Warrant
Agreement and shall be in such denominations as may be specified in said notice
and shall be registered in the name of such holder or such other name or names
as shall be designated in said notice. Such certificate or certificates shall be
deemed to have been issued and such holder or any other Person so designated to
be named therein shall be deemed to have become a holder of record of such
shares, including to the extent permitted by law the right to vote such shares
or to consent or to receive notice as a stockholder, as of the time said notice
is received by the Company as aforesaid.

         Except as otherwise provided in Section 8 hereof, the Company shall pay
all expenses, transfer taxes and other charges payable in connection with the
preparation, issue and delivery of stock certificates under this Section 2,
except that, in case such stock certificates shall be registered in a name or
names other than the name of the holder of this Warrant, funds sufficient to pay
all stock transfer taxes which shall be payable upon the issuance of such stock
certificate or certificates shall be paid by the holder hereof at the time of
delivering the notice of exercise mentioned above.



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         All shares of Warrant Stock issuable upon the exercise of this Warrant
shall be validly issued, fully paid and nonassessable, and free from all liens
and other encumbrances thereon.

         The Company will not close its books against the transfer of this
Warrant or of any share of Warrant Stock in any manner which interferes with the
timely exercise of this Warrant. With the consent of the holder of this Warrant,
the Company will from time to time take all such action as may be necessary to
assure that the par value per share of the unissued Common Stock acquirable upon
exercise of this Warrant is at all times equal to or less than the Current
Warrant Price per share of Common Stock then in effect.

         No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. If the exercise of this Warrant
results in a required issuance of a fraction of a share, an amount equal to such
fraction multiplied by the Current Market Price per share of Common Stock on the
day of delivery of notice of exercise to the Company shall be paid to the holder
of this Warrant in cash by the Company.

         3. Transfer, Division And Combination. Subject to Section 11, this
Warrant and all rights hereunder are transferable, in whole or in part, on the
books of the Company to be maintained for such purpose, upon surrender of this
Warrant at the office of the Company maintained for such purpose pursuant to
Section 16, together with a written assignment of this Warrant duly executed by
the holder hereof or its agent or attorney and payment of funds sufficient to
pay any stock transfer taxes payable upon the making of such transfer. Upon such
surrender and payment the Company shall, subject to Section 11, execute and
deliver a new Warrant or Warrants in the name of the assignee or assignees and
in the denominations specified in such instrument of assignment, and this
Warrant shall promptly be cancelled. If and when this Warrant is assigned in
blank (in case the restrictions on transferability in Section 11 shall have been
terminated), the Company may (but shall not be obliged to) treat the bearer
hereof as the absolute owner of this Warrant for all purposes and the Company
shall not be affected by any notice to the contrary. This Warrant, if properly
assigned in compliance with this Section 3 and Section 11, may be exercised by
an assignee for the purchase of shares of Common Stock without having a new
Warrant issued.

         This Warrant may, subject to Section 11, be divided or combined with
other Warrants upon presentation at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the holder hereof or its agent or
attorney. Subject to compliance with the preceding paragraph and with Section
11, as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for
the Warrant or Warrants to be divided or combined in accordance with such
notice.

         The Company shall pay all expenses, taxes (other than income taxes, if
any, of the transferee) and other charges incurred by the Company in the
performance of its obligations in connection with the preparation, issue and
delivery of Warrants under this Section 3.

         The Company agrees to maintain at its aforesaid office books for the
registration and transfer of the Warrants.



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         4. Adjustment Of Stock Unit. The number of shares of Common Stock
comprising a Stock Unit shall be subject to adjustment from time to time as set
forth in this Section 4 with respect to any fact or event described herein
occurring after the date hereof. The Company will not take any action with
respect to its Nonpreferred Stock of any class requiring an adjustment pursuant
to any of the following Section 4(a), Section 4(b), Section 4(h) below without
at the same time taking like action with respect to its Nonpreferred Stock of
each other class; and the Company will not create any class of Nonpreferred
Stock which carries any rights to dividends or assets differing in any respect
from the rights of the Common Stock on the date hereof. Anything contained in
this Section 4 notwithstanding, any adjustment made pursuant to any provision of
this Section 4 shall be made without duplication of an adjustment otherwise
required by and made pursuant to another provision of this Section 4 on account
of the same facts or events.

                  (a) Stock Dividends, Subdivisions and Combinations. In case at
any time or from time to time the Company shall:

                           (i) Take a record of the holders of its Nonpreferred
Stock for the purpose of entitling them to receive a dividend payable in, or
other distribution of, Nonpreferred Stock, or

                           (ii) subdivide its outstanding shares of Nonpreferred
Stock into a larger number of shares of Nonpreferred Stock, or

                           (iii) combine its outstanding shares of Nonpreferred
Stock into a smaller number of shares of Nonpreferred Stock,

then the number of shares of Common Stock comprising a Stock Unit immediately
after the happening of any event described in clauses (i) through (iii) above
shall be adjusted so as to consist of the number of shares of Common Stock which
a record holder of the number of shares of Common Stock constituting a Stock
Unit immediately prior to the happening of such event would own or be entitled
to receive after the happening of event described in clauses (i) through (iii)
above.

                  (b) Certain Other Dividends and Distributions. In case at any
time or from time to time the Company shall take a record of the holders of its
Nonpreferred Stock for the purpose of entitling them to receive any dividend or
other distribution of:

                           (i) cash (other than a cash distribution made as a
dividend and payable out of earnings or earned surplus legally available for the
payment of dividends under the laws of the jurisdiction of incorporation of the
Company), or

                           (ii) any evidence of its indebtedness (other than
Convertible Securities) or any other property of any nature whatsoever (other
than cash and other than Convertible Securities or Additional Shares of
Nonpreferred Stock), or

                           (iii) any warrants, options or other rights to
subscribe for or purchase (i) any evidences of its indebtedness (other than
Convertible Securities), (ii) any shares of its 



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stock (other than Additional Shares of Nonpreferred Stock) or (iii) any other
property of any nature whatsoever (other than cash and other than Convertible
Securities or Additional Shares of Nonpreferred Stock), then the number of
shares of Common Stock thereafter comprising a Stock Unit shall be adjusted to
that number determined by multiplying the number of shares of Common Stock
comprising a Stock Unit immediately prior to such adjustment by a fraction (i)
the numerator of which shall be the Current Market Price per share of Common
Stock at the date of taking such record, and (ii) the denominator of which shall
be such Current Market Price per share of Common Stock minus the portion
applicable to one share of Common Stock of any such cash so distributable (if
any) and of the fair value of any and all such evidences of indebtedness, other
property, or warrants, options or other subscription or purchase rights, so
distributable (if any). Such fair value shall be determined in good faith by the
Board of Directors of the Company, provided that if such determination is
objected to by the holders of Warrants entitled to purchase a majority of the
Stock Units covered thereby, such determination shall be made by an independent
appraiser selected by such Board of Directors and not objected to by such
holders. The Company and the Holders shall each pay one-half of the fees and
expenses of such appraiser. A reclassification (other than a change in par
value) of the Nonpreferred Stock into shares of Nonpreferred Stock and shares of
any other class of stock shall be deemed a distribution by the Company to the
holders of its Nonpreferred Stock of such shares of such other class of stock
within the meaning of this Section 4(b) and, if the outstanding shares of
Nonpreferred Stock shall be changed into a larger or smaller number of shares of
Nonpreferred Stock as a part of such reclassification, shall be deemed a
subdivision or combination, as the case may be, of the outstanding shares of
Nonpreferred Stock within the meaning of Section 4(a) above.

                  (c) Issuance of Additional Shares of Nonpreferred Stock. In
case at any time or from time to time the Company shall (except as hereinafter
provided) issue, whether in connection with the merger of a corporation into the
Company or otherwise, any Additional Shares of Nonpreferred Stock for a
consideration per share less than the Current Warrant Price per share of Common
Stock, then the number of shares of Common Stock thereafter comprising a Stock
Unit shall be adjusted to be the greater of (A) that number determined by
multiplying the number of shares of Common Stock comprising a Stock Unit
immediately prior to such adjustment by a fraction (i) the numerator of which
shall be the Current Warrant Price per share of Common Stock, and (ii) the
denominator of which shall be the consideration per share received by the
Company for such Additional Shares of Nonpreferred Stock or (B) that number
determined by multiplying the number of shares of Common Stock comprising a
Stock Unit immediately prior to such adjustment by a fraction (i) the numerator
of which shall be the number of shares of Nonpreferred Stock outstanding
immediately prior to such issuance, plus the number of such Additional Shares of
Nonpreferred Stock so issued, and (ii) the denominator of which shall be the
number of shares of Nonpreferred Stock immediately prior to such issuance, plus
the number of shares of Nonpreferred Stock which the aggregate consideration for
the total number of such Additional Shares of Nonpreferred Stock would purchase
at the Current Warrant Price. For purposes of this Section 4(c), the date as of
which the Current Warrant Price shall be computed shall be the earlier of (a)
the date on which the Company shall enter into a firm contract for the issuance
of such Additional Shares of Nonpreferred Stock, or (b) the date of actual
issuance of such Additional Shares of Nonpreferred Stock. The provisions of this
Section 4(c) shall not apply to any issuance of Additional Shares of
Nonpreferred Stock for which an 



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adjustment is provided under this Section 4(a). No adjustment of the number of
shares of Common Stock comprising a Stock Unit shall be made under this Section
4(c) upon the issuance of any Additional Shares of Nonpreferred Stock which are
issued pursuant to the exercise of any warrants, options or other subscription
or purchase rights or pursuant to the exercise of any conversion or exchange
rights in any Convertible Securities, if any such adjustment shall previously
have been made upon the issuance of such warrants, options or other rights or
upon the issuance of such Convertible Securities (or upon the issuance of any
warrants, options or other rights therefor) pursuant to Section 4(d) or Section
4(e).

                  (d) Issuance of Warrants, Options or Other Rights. In case at
any time or from time to time the Company shall take a record of the holders of
its Nonpreferred Stock for the purpose of entitling them to receive a
distribution of, or shall otherwise issue, any warrants, options or other rights
to subscribe for or purchase any Additional Shares of Nonpreferred Stock or any
Convertible Securities and the consideration per share for which Additional
Shares of Nonpreferred Stock may at any time thereafter be issuable pursuant to
such warrants, options or other rights or pursuant to the terms of such
Convertible Securities shall be less than the Current Warrant Price per share of
Common Stock, then the number of shares of Common Stock thereafter comprising a
Stock Unit shall be adjusted to be the number determined pursuant to the first
sentence of Section 4(c) above. All adjustments made pursuant to this Section
4(d) shall be made on the basis that (i) the maximum number of Additional Shares
of Nonpreferred Stock issuable pursuant to all such warrants, options or other
rights or necessary to effect the conversion or exchange of all such Convertible
Securities shall be deemed to have been issued as of the date specified in the
last sentence of this Section 4(d), (ii) the aggregate consideration for such
maximum number of Additional Shares of Nonpreferred Stock shall be deemed to be
the consideration received and receivable by the Company for the issuance of
such Additional Shares of Nonpreferred Stock pursuant to such warrants, options
or other rights or pursuant to the terms of such Convertible Securities and
(iii) the consideration per share received by the Company for such Additional
Shares of Nonpreferred Stock shall be that number determined by dividing (x) the
aggregate consideration for such maximum number of Additional Shares of
Nonpreferred Stock (determined as set forth in clause (ii) of this sentence) by
(y) the maximum number of Additional Shares of Nonpreferred Stock issuable
pursuant to all such warrants, options or other rights or necessary to effect
the conversion or exchange of all such Convertible Securities (determined as set
forth in clause (i) of this sentence). For purposes of this Section 4(d), the
computation date for subclause (i) above and as of which the Current Warrant
Price shall be computed shall be the earliest of (a) the date on which the
Company shall take a record of the holders of its Nonpreferred Stock for the
purpose of entitling them to receive any such warrants, options or other rights,
(b) the date on which the Company shall enter into a firm contract for the
issuance of such warrants, options or other rights, and (c) the date of actual
issuance of such warrants, options or other rights.

                  (e) Issuance of Convertible Securities. In case at any time or
from time to time the Company shall take a record of the holders of its
Nonpreferred Stock for the purpose of entitling them to receive a distribution
of, or shall otherwise issue, any Convertible Securities and the consideration
per share for which Additional Shares of Nonpreferred Stock may at any time
thereafter be issuable pursuant to the terms of such Convertible Securities
shall be less than the Current Warrant Price per share of Common Stock, then the
number of shares of Common 



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Stock thereafter comprising a Stock Unit shall be adjusted to be the number
determined pursuant to the first sentence of Section 4(c) above. All adjustments
made pursuant to this Section 4(e) shall be made on the basis that (i) the
maximum number of Additional Shares of Nonpreferred Stock necessary to effect
the conversion or exchange of all such Convertible Securities shall be deemed to
have been issued as of the computation date specified in the penultimate
sentence of this Section 4(e), (ii) the aggregate consideration for such maximum
number of Additional Shares of Nonpreferred Stock shall be deemed to be the
consideration received and receivable by the Company for the issuance of such
Additional Shares of Nonpreferred Stock pursuant to the terms of such
Convertible Securities and (iii) the consideration per share received by the
Company for such Additional Shares of Nonpreferred Stock shall be that number
determined by dividing (x) the aggregate consideration for such maximum number
of Additional Shares of Nonpreferred Stock (determined as set forth in clause
(ii) of this sentence) by (y) the maximum number of Additional Shares of
Nonpreferred Stock necessary to effect the conversion or exchange of all such
Convertible Securities (determined as set forth in clause (i) of this sentence).
For purposes of this Section 4(e), the computation date for clause (i) above and
as of which the Current Warrant Price shall be computed shall be the earliest of
(a) the date on which the Company shall take a record of the holders of its
Nonpreferred Stock for the purpose of entitling them to receive any such
Convertible Securities, (b) the date on which the Company shall enter into a
firm contract for the issuance of such Convertible Securities, and (c) the date
of actual issuance of such Convertible Securities. No adjustment of the number
of shares of Common Stock comprising a Stock Unit shall be made under this
Section 4(e) upon the issuance of any Convertible Securities which are issued
pursuant to the exercise of any warrants, options or other subscription or
purchase rights therefor, if any such adjustment shall previously have been made
upon the issuance of such warrants, options or other rights pursuant to Section
4(d) above.

                  (f) Superseding Adjustment of Stock Unit. If, at any time
after any adjustment of the number of shares of Common Stock comprising a Stock
Unit shall have been made pursuant to Section 4(d) or Section 4(e) above on the
basis of the issuance of warrants, options or other rights or the issuance of
other Convertible Securities, or after any new adjustment of the number of
shares of Common Stock comprising a Stock Unit shall have been made pursuant to
this Section 4(h),

                           (i) such warrants, options or rights or the right of
conversion or exchange in such other Convertible Securities shall expire, and a
portion or all of such warrants, options or rights, or the right of conversion
or exchange in respect of a portion of such other Convertible Securities, as the
case may be, shall not have been exercised, or

                           (ii) the consideration per share for which Additional
Shares of Nonpreferred Stock are issuable pursuant to such warrants, options or
rights or the terms of such other Convertible Securities, shall be increased
solely by virtue of provisions therein contained for an automatic increase in
such consideration per share upon the arrival of a specified date or the
happening of a specified event, such previous adjustment shall be rescinded and
annulled and the Additional Shares of Nonpreferred Stock which were deemed to
have been issued by virtue of the computation made in connection with the
adjustment so rescinded and annulled shall no longer be deemed to have been
issued by virtue of such computation. Thereupon, a 


                                       10
<PAGE>   11
recomputation shall be made of the effect of such warrants, options or rights or
other Convertible Securities on the basis of:

                           (iii) treating the number of Additional Shares of
Nonpreferred Stock, if any, theretofore actually issued or issuable pursuant to
the previous exercise of such warrants, options or rights or such right of
conversion or exchange, as having been issued on the date or dates of such
issuance as determined for purposes of such previous adjustment and for the
consideration actually received and receivable therefor, and

                           (iv) treating any such warrants, options or rights or
any such other Convertible Securities which then remain outstanding as having
been granted or issued immediately after the time of such expiration or of such
increase of the consideration per share for which such Additional Shares of
Nonpreferred Stock are issuable under such warrants, options or rights or other
Convertible Securities, at the increased per share consideration, and, if and to
the extent called for by the foregoing provisions of this Section 4 on the basis
aforesaid, a new adjustment of the number of shares of Common Stock comprising a
Stock Unit shall be made, which new adjustment shall supersede the previous
adjustment so rescinded and annulled.

                  (g) Other Provisions Applicable to Adjustments Under this
Section. The following provisions shall be applicable to the making of
adjustments of the number of shares of Common Stock comprising a Stock Unit
hereinbefore provided for in this Section 4:

                           (i) Treasury Stock. The sale or other disposition of
any issued shares of Nonpreferred Stock, other than any Additional Shares of
Nonpreferred Stock, owned or held by or for the account of the Company shall be
deemed an issuance thereof for purposes of this Section 4.

                           (ii) Computation of Consideration. To the extent that
any Additional Shares of Nonpreferred Stock or any Convertible Securities or any
warrants, options or other rights to subscribe for or purchase any Additional
Shares of Nonpreferred Stock or any Convertible Securities shall be issued
solely for cash consideration, the consideration received by the Company
therefor shall be deemed to be the amount of cash received by the Company
therefor, or, if such Additional Shares of Nonpreferred Stock or Convertible
Securities are offered by the Company for subscription, the subscription price,
or, if such Additional Shares of Nonpreferred Stock or Convertible Securities
are sold to underwriters or dealers for public offering without a subscription
offering, the initial public offering price, in any such case excluding any
amounts paid or receivable for accrued interest or accrued dividends and without
deduction of any compensation, discounts or expenses paid or incurred by the
Company for and in the underwriting of, or otherwise in connection with, the
issue thereof. To the extent that such issuance shall be for a consideration
other than solely for cash, then, except as herein otherwise expressly provided,
the amount of such consideration shall be deemed to be the fair value of such
consideration at the time of such issuance as determined in good faith by the
Board of Directors of the Company, provided that if such determination is
objected to by the holders of Warrants entitled to purchase a majority of the
Stock Units covered thereby, such determination shall be made by an independent
appraiser selected by such Board of Directors and not objected to by such
holder. The Company, on the one hand, and the holders of Warrants, on the other,
shall each pay one-half of the fees and expenses of such appraiser. The
consideration for any Additional Shares of Nonpreferred Stock issuable pursuant
to any warrants, options or other rights to subscribe for or purchase the same
shall be the consideration received or receivable by the Company for issuing
such warrant, options or other rights, plus the additional consideration payable
to the Company upon the exercise of such warrants, options or other rights. The
consideration for any 


                                       11
<PAGE>   12


Additional Shares of Nonpreferred Stock issuable pursuant to the terms of any
Convertible Securities shall be the consideration received or receivable by the
Company for issuing any warrants, options or other rights to subscribe for or
purchase such Convertible Securities (if any), plus the consideration paid or
payable to the Company in respect of the subscription for or purchase of such
Convertible Securities, plus the additional consideration, if any, payable to
the Company upon the exercise of the right of conversion or exchange in such
Convertible Securities.

                           (iii) When Adjustments To Be Made. The adjustments
required by this Section 4 shall be made whenever and as often as any specified
event requiring an adjustment shall occur, except that no adjustment of the
number of shares of Common Stock comprising a Stock Unit that would otherwise be
required shall be made (except in the case of a subdivision or combination of
shares of the Nonpreferred Stock, as provided for in Section 4(a) above) unless
and until such adjustment, either by itself or with other adjustments not
previously made, adds or subtracts at least $0.005 to the Current Warrant Price
per share of Common Stock, as determined in good faith by the Board of Directors
of the Company, provided that, in any event such adjustment shall be made if
such adjustment either by itself or with other adjustments not previously made
adds or subtracts at least 1/20th of a share to or from the number of shares of
Common Stock comprising a Stock Unit immediately prior to the making of such
adjustment. Any adjustment representing a change of less than such minimum
amount (except as aforesaid) shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this Section 4 and not
previously made, would result in a minimum adjustment. For the purpose of any
adjustment, any specified event shall be deemed to have occurred at the close of
business on the date of its occurrence.

                           (iv) Fractional Interests. In computing adjustments
under this Section, fractional interests in Nonpreferred Stock shall be taken
into account to the nearest 1/100th of a share.

                           (v) When Adjustment Not Required. If the Company
shall take a record of the holders of its Nonpreferred Stock for the purpose of
entitling them to receive a dividend or distribution or subscription or purchase
rights and shall, thereafter and before the distribution thereof to
shareholders, legally abandon its plan to pay or deliver such dividend,
distribution, subscription or purchase rights, then thereafter no adjustment
shall be required by reason of the taking of such record and any such adjustment
previously made in respect thereof shall be rescinded and annulled.

                  (h) Merger, Consolidation or Disposition of Assets. In case
the Company shall merge or consolidate into another corporation and the Company
is not the surviving entity, or the Company shall sell, transfer or otherwise
dispose of all or substantially all of its property, assets or business to
another corporation, then each holder of a Warrant (regardless of whether this
Warrant is then exercisable) shall have the right to receive notice from the
Company of such merger, consolidation or disposition at least forty-five (45)
days prior to the closing of such 



                                       12
<PAGE>   13

merger, consolidation or disposition, which notice shall include a copy of the
operative merger, consolidation or disposition documents or a summary of their
operative terms and shall include a statement from the surviving or acquiring
entity that it does not wish to assume the Company's obligations under this
Warrant. Thereafter, the holder of this Warrant shall have until ten (10) days
prior to the closing date of the merger, consolidation or disposition, to
exercise this Warrant and participate in such merger, consolidation or
disposition on the terms negotiated by the Company, regardless of whether this
Warrant had yet become exercisable in accordance with its terms. If this Warrant
is not then exercised, it shall terminate effective as of the closing date of
such merger, consolidation or disposition.

                  (i) Other Action Affecting Nonpreferred Stock. In case at any
time or from time to time the Company shall take any action affecting its
Nonpreferred Stock, other than an action described in any of the foregoing
Sections 4(a) to Section 4(h), inclusive, and the actions described in clauses
(i) through (viii) of the definition of Additional Shares of Nonpreferred Stock,
then, unless in the reasonable opinion of the Board of Directors of the Company
such action will not have a materially adverse effect upon the rights of the
holders of the Warrants, the number of shares of Common Stock or other stock
comprising a Stock Unit, or the purchase price thereof, shall be adjusted in
such manner and at such time as the Board of Directors of the Company may in
good faith determine to be equitable in the circumstances.

                  (j) No Adjustments for Certain Transactions. Anything
contained in this Warrant notwithstanding, the number of shares of Common Stock
comprising a Stock Unit and the Purchase Price per Stock Unit shall not be
adjusted, nor be subject to adjustment, on account of the granting of any rights
under a phantom stock plan, stock appreciation rights plan or other deferred
compensation plan to officers, directors or employees of the Company or its
affiliates, and (i) no shares of Nonpreferred Stock are issued or required to be
issued under any such plan and (ii) the only consideration paid or payable to
any participant in such plan is cash.

                  (k) Special Adjustments for Certain Transactions. Anything
contained in this Warrant notwithstanding, if any Affiliate of the Company that
owns ten percent (10%) or more of the Common Stock of the Company (calculated on
a fully-diluted basis) sells or otherwise transfers (other than to a family
member or trust for tax planning purposes or to an Affiliate of such Person) in
the aggregate more than 1,000,000 shares of Common Stock or an equivalent number
of shares of the Company's capital stock which is convertible into Common Stock
(in such case based on the number of shares of Common Stock for which such share
is then convertible) at a price less than the Current Warrant Price, then such
sale or transfer shall be deemed an issuance by the Company of Additional Shares
of Nonpreferred Stock under Section 4(c) hereof and shall be subject to the
adjustments set forth therein. The consideration for such sale or transfer under
this Section 4(k), for purposes of the adjustments to be made pursuant to
Section 4(c), shall be equal to the average weighted sale price per share of
Common Stock sold (or in the case of shares of the Company's capital stock other
than Common Stock, on the sale price per share of Common Stock then underlying
such share sold).

         5. Notice To Warrant Holders.

                  (a) Notice of Adjustment of Stock Unit or Purchase Price.
Whenever the number of shares of Warrant Stock comprising a Stock Unit or the
Purchase Price per Stock Unit 


                                       13
<PAGE>   14


shall be adjusted pursuant to Section 4, the Company shall forthwith obtain a
certificate signed by the president of the Company, the principal financial
officer of the Company and independent accountants, of recognized national
standing, then engaged by the Company and reasonably acceptable to the holders
of a majority of the Warrants, setting forth, in reasonable detail, the event
requiring the adjustment and the method by which such adjustment was calculated
(including a statement of the fair value, as determined by the Board of
Directors of the Company, of any evidences of indebtedness, shares of stock,
other securities or property or warrants, options or other subscription or
purchase rights referred to in Section 4(b), Section 4(g)(ii) or Section 4(h)
and specifying the number of shares of Common Stock comprising a Stock Unit and
(if such adjustment was made pursuant to Section 4(h) or Section 4(i) describing
the number and kind of any other shares of stock comprising a Stock Unit, and
any change in the Purchase Price thereof after giving effect to such adjustment
or change. The Company shall promptly, and in any case within 30 days after the
making of such adjustment, cause a signed copy of such certificate to be
delivered to each holder of a Warrant in accordance with Section 16. The Company
shall keep at its office or agency, maintained for the purpose pursuant to
Section 16, copies of all such certificates and cause the same to be available
for inspection at said office during normal business hours by any holder of a
Warrant or any prospective purchaser of a Warrant designated by a holder
thereof.

                  (b) Notice of Certain Corporate Action. In case the Company
shall propose (a) to pay any dividend payable in cash or in stock of any class
to the holders of its Nonpreferred Stock or to make any other distribution to
the holders of its Nonpreferred Stock, or (b) to offer to the holders of its
Nonpreferred Stock rights to subscribe for or to purchase any Additional Shares
of Nonpreferred Stock or shares of stock of any class or any other securities,
rights or options, or (c) to effect any reclassification of its Nonpreferred
Stock (other than a reclassification involving only the subdivision or
combination of outstanding shares of Nonpreferred Stock), or (d) to effect any
capital reorganization, or (e) to effect any consolidation, merger or sale,
change to the Company's charter, transfer or other disposition of all or
substantially all of its property, assets or business, or (f) to effect the
liquidation, dissolution or winding up of the Company, then in each such case,
the Company shall give to each holder of a Warrant, in accordance with Section
17, a notice, certified by the president of the Company and the principal
financial officer of the Company, of such proposed action, which shall specify
the date on which a record is to be taken for the purposes of such stock
dividend, distribution or rights, or the date on which such reclassification,
reorganization, consolidation, merger, sale, change to the Company's charter,
transfer, disposition, liquidation, dissolution, or winding up is to take place
and the date of participation therein by the holders of Nonpreferred Stock, if
any such date is to be fixed, and shall also set forth such facts with respect
thereto as shall be reasonably necessary to indicate the effect of such action
on the Nonpreferred Stock and the number and kind of any other shares of stock
which will comprise a Stock Unit, and the purchase price or prices thereof,
after giving effect to any adjustment which will be required as a result of such
action. Such notice shall be so given in the case of any action covered by
clause (a) or (b) above at least ten days prior to the record date for
determining holders of the Nonpreferred Stock for purposes of such action, and
in the case of any other such action, at least twenty days prior to the date of
the taking of such proposed action or the date of participation therein by the
holders of Nonpreferred Stock, whichever shall be the earlier.



                                       14
<PAGE>   15

         6. Reservation And Authorization Of Nonpreferred Stock; Registration
With Or Approval Of Any Governmental Authority. The Company shall at all times
reserve and keep available for issue upon the exercise of Warrants such number
of its authorized but unissued shares of Common Stock as will be sufficient to
permit the exercise in full of all outstanding Warrants. All shares of Common
Stock which shall be so issuable, when issued upon exercise of any Warrant or
upon such conversion, as the case may be, shall be duly and validly issued and
fully-paid and nonassessable.

         Before taking any action which would cause an adjustment reducing the
Current Warrant Price per share of Common Stock below the then par value, if
any, of the shares of Common Stock issuable upon exercise of the Warrants, the
Company shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue
fully-paid and nonassessable shares of Common Stock at such adjusted Current
Warrant Price.

         Before taking any action which would result in an adjustment in the
number of shares of Common Stock comprising a Stock Unit or in the Current
Warrant Price per share of Common Stock, the Company shall obtain all such
authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof (except
that nothing contained in this Warrant certificate shall require the Company to
register the Warrants under the Securities Act or any similar federal or state
equivalent).

         7. Taking Of Record; Stock And Warrant Transfer Books. In the case of
all dividends or other distributions by the Company to the holders of its
Nonpreferred Stock with respect to which any provision of Section 4 refers to
the taking of a record of such holders, the Company will in each such case take
such a record and will take such record as of the close of business on a
Business Day. The Company will not at any time, except (i) upon dissolution,
liquidation or winding up, or (ii) for purposes of declaring and paying a
dividend or matters related to voting by shareholders of the Company, close its
stock transfer books or Warrant transfer books so as to result in preventing or
delaying the exercise or transfer of any Warrant.

         8. Transfer Taxes. The Company will pay any and all transfer taxes that
may be payable in respect of the issuance or delivery of shares of Common Stock
on exercise of this Warrant. The Company shall not, however, be required to pay
any tax which may be payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock in a name other than that in which this
Warrant is registered, and no such issue or delivery shall be made unless and
until the person requesting such issue has paid to the Company the amount of any
such tax, or has established, to the satisfaction of the Company, that such tax
has been paid.

         9. [Intentionally omitted]]

         10. Voting Rights. This Warrant shall not entitle the holder hereof to
voting rights with respect to the underlying Warrant Stock or to any rights as a
stockholder of the Company with respect to such underlying Warrant Stock until
this Warrant has been exercised in accordance with its terms.



                                       15
<PAGE>   16


         11. Restrictions On Transferability. The Warrants and the Warrant Stock
shall be transferable only (i) in accordance with the provisions of Section 6 of
the Warrant Agreement and (ii) upon compliance with the conditions specified in
this Warrant and in compliance with the provisions of the Securities Act and
applicable state securities laws in respect of the transfer of any Warrant or
any Warrant Stock, and any holder of this Warrant shall be bound by the
provisions of (and entitled to the benefits of) Section 3.

         12. Limitation Of Liability. No provision hereof, in the absence of
affirmative action by the holder hereof to purchase shares of Common Stock, and
no mere enumeration herein of the rights or privileges of the holder hereof,
shall give rise to any liability of such holder for the purchase price or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

         13. Loss, Destruction Of Warrant Certificates. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon receipt of
indemnity or security satisfactory to the Company (the original holder's or any
other institutional holder's indemnity being satisfactory indemnity in the event
of loss, theft or destruction of any Warrant owned by such institutional
holder), or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company will make and deliver, in lieu of such lost,
stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of shares of Common
Stock.

         14. Furnish Information. The Company agrees that it shall deliver to
the holder of record hereof promptly after their becoming available copies of
all financial statements, reports and proxy statements which the Company shall
have sent to its stockholders generally.

         15. Amendments. The terms of this Warrant and all other Warrants may be
amended, and the observance of any term therein may be waived, but only with the
written consent of the holders of Warrants evidencing 66-2/3% in number of the
total number of Stock Units at the time purchasable upon the exercise of all
then outstanding Warrants, provided that no such action may change the number of
shares of stock comprising a Stock Unit or the Current Warrant Price, without
the written consent of the holders of Warrants representing at least 66-2/3% in
number of the total number of Stock Units at the time purchasable upon the
exercise of all then outstanding Warrants.

         16. Office Of The Company. So long as any of the Warrants remains
outstanding, the Company shall maintain an office in Denver, Colorado where the
Warrants may be presented for exercise, transfer, division or combination as in
this Warrant provided. Such office shall be at 475 17th Street, Suite 1500,
Denver, Colorado 80202 unless and until the Company shall designate and maintain
some other office for such purposes and give written notice thereof to the
holders of all outstanding Warrants.

         17. Notices Generally. Any notice, demand or delivery pursuant to the
provisions hereof shall be sufficiently given or made if given or made as set
forth in Section 7.06 of the Warrant Agreement, which is incorporated herein by
reference.


                                       16
<PAGE>   17


         18. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. NOTWITHSTANDING SUCH CHOICE OF LAW, THE COMPANY
HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER RELATED PERSON TO THE
NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE STATE
OF CALIFORNIA AND THE COUNTY OF LOS ANGELES AND AGREES AND CONSENTS THAT SERVICE
OF PROCESS MAY BE MADE UPON IT OR ANY OF ITS SUBSIDIARIES IN ANY LEGAL
PROCEEDING RELATING TO THE OPERATIVE DOCUMENTS OR THE OBLIGATIONS BY ANY MEANS
ALLOWED UNDER CALIFORNIA OR FEDERAL LAW. THE COMPANY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH
A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.

         19. Subject To Other Agreements. This Warrant Certificate evidences a
"Warrant" referred to in Section 1 of the Warrant Agreement, and this Warrant,
and all Warrant Stock issued upon the exercise hereof, is entitled to the
benefits of, and subject to all of the restrictions set forth in the Warrant
Agreement.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be signed in its name by its Chief Financial Officer, such signature to be
attested to by the Company's Secretary or Assistant Secretary, and the Company's
corporate seal to be impressed hereon.


Dated:  March 5, 1999




[SEAL]                                INLAND RESOURCES INC.,
                                         a Washington corporation

                                      By:                         
                                         --------------------------------------
                                             Bill I. Pennington
                                             Chief Financial Officer


Attested to by:




-------------------------
Michael J. Stevens
Secretary




                                       17
<PAGE>   18




                                SUBSCRIPTION FORM



                 (to be executed only upon exercise of Warrant)




         The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases ___________ Stock Units of Inland Resources Inc.,
a Washington corporation, purchasable with this Warrant, herewith makes payment
therefor on the terms and conditions specified in this Warrant and requests that
certificates for the shares of Common Stock hereby purchased (and any securities
or other property issuable upon such exercise) be issued in the name of and
delivered to __________________________________ whose address is _______________
____________________________________________________________.
                        .




Dated:
      -------------------------------------



                  ------------------------------------------
                  (Signature of Registered Owner)



                  ------------------------------------------
                  (Street Address)



                  ------------------------------------------
                  (City)       (State)     (Zip Code)



<PAGE>   19



                                 ASSIGNMENT FORM





         FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the assignee named below all of the
rights of the undersigned under this Warrant, with respect to the number of
Stock Units set forth below:


                  No. of Stock

         Name and Address of Assignee            Units


and does hereby irrevocably constitute and appoint _____________________
attorney to make sure transfer on the books of Inland Resources Inc., a
Washington corporation, maintained for the purpose, with full power of
substitution in the premises.


Dated:




                                                ---------------------
                                                     Signature





                                                ---------------------
                                                     Witness

NOTICE:  The signature to the assignment must correspond with the name as
         written upon the face of the within Warrant in every particular,
         without alteration or enlargement or any change whatever.

         The signature to this assignment must be guaranteed by an Eligible
         Guarantor Institution as defined in Rule 17Ad-15 promulgated under the
         Securities Exchange Act of 1934, as amended, or any successor thereto.