NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT")
OR ANY OTHER  APPLICABLE  SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS.
NEITHER THIS WARRANT NOR THE SHARES  ISSUABLE UPON EXERCISE  HEREOF MAY BE SOLD,
PLEDGED, TRANSFERRED,  ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.

VOID AFTER TERMINATION DATE

                                     WARRANT


                     To Purchase ________ Ordinary Shares of

                         RADA ELECTRONIC INDUSTRIES LTD.



     THIS CERTIFIES that, for value received,  ______________  (the "Holder") is
entitled, upon the terms and subject to the conditions set forth in this Warrant
effective as of June 30, 2002 (the "Effective Date") at any time on or after the
effective  date and on or prior to the close of  business  on June 30, 2007 (the
"Termination Date") but not thereafter,  to subscribe for and purchase from RADA
Electronic  Industries Ltd., a company  incorporated under the laws of the State
of Israel (the "Company"),  up to ______ Ordinary Shares of the Company, nominal
value NIS 0.005 each (the "Warrant  Shares") at a purchase  price as detailed in
Section 2 hereof (the  "Exercise  Price").  The Exercise Price and the number of
shares for which the Warrant is  exercisable  shall be subject to  adjustment as
provided herein.

     1.  Title  to  Warrant.  Prior  to the  Termination  Date  and  subject  to
compliance  with  applicable  laws and the provisions of Section 8 hereof,  this
Warrant and all rights hereunder are  transferable,  in whole or in part, at the
office  or  agency  of the  Company  by the  holder  hereof in person or by duly
authorized attorney, upon surrender of this Warrant together with the Assignment
Form annexed hereto properly endorsed.

                                        1



<PAGE>


     2. Exercise Price. During the first 36 months after the Effective Date this
Warrant shall be  exercisable,  in whole or in part, at an exercise  price of $2
per share,  and  thereafter,  during the following 24 month period and until the
Termination  Date, this Warrant shall be exerciable,  in whole or in part, at an
exercise  price  equal to the  higher  of:  (i) $2 per  share or (ii) 50% of the
average  closing  price  during the ten (10)  trading  days prior to an exercise
date.

     3.  Authorization of Shares. The Company covenants that all shares issuable
upon the exercise of rights  represented by this Warrant will,  upon exercise of
the rights  represented  by this Warrant,  be duly  authorized and be capable of
being validly issued as fully paid and  non-assessable  and free from all taxes,
liens and charges in respect of the issue  thereof  (other than taxes in respect
of any transfer occurring contemporaneously with such issue).

     4. Exercise of Warrant. Exercise of the purchase rights represented by this
Warrant  may be made at any time or times  in  whole or in part and  before  the
close of business on the  Termination  Date by the surrender of this Warrant and
the Notice of Exercise Form annexed hereto duly  executed,  at the office of the
Company (or such other  office or agency of the Company as it may  designate  by
notice in writing to the registered  holder hereof at the address of such holder
appearing on the books of the Company) and upon payment of the Exercise Price of
the shares thereby purchased by wire transfer or cashier's check , whereupon the
holder of this Warrant shall be entitled to receive a certificate for the number
of Warrant Shares purchased. Certificates for Warrant Shares purchased hereunder
shall be delivered to the holder hereof within reasonable time after the date on
which this Warrant shall have been exercised as aforesaid. This Warrant shall be
deemed to have been  exercised and such  certificate  or  certificates  shall be
deemed to have been issued,  and Holder or any other person so  designated to be
named  therein  shall be deemed to have become a holder of record of such shares
for all  purposes,  as of the date the Warrant has been  exercised by payment to
the Company of the Exercise  Price and all taxes  required to be paid by Holder,
if any,  pursuant to Section 5 prior to the issuance of such  shares,  have been
paid. If this Warrant shall have been exercised in part,  the Company shall,  at
the time of delivery of the  certificate or  certificates  representing  Warrant
Shares,  deliver  to Holder a new  Warrant  evidencing  the  rights of Holder to
purchase the  unpurchased  Warrant Shares called for by this Warrant,  which new
Warrant shall in all other respects be identical with this Warrant.

     5.  No  Fractional   Shares  or  Scrip.  No  fractional   shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any  fraction  of a share that the  Holder  would  otherwise  be
entitled to purchase upon such  exercise,  the Company shall round the number of
Warrant Shares issuable upon such exercise to next whole number.

     6. Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares
upon the  exercise of this Warrant  shall be made  without  charge to the holder
hereof for any issue or transfer tax or other  incidental  expense in respect of
the issuance of such certificate,  all of which taxes and expenses shall be paid
by the Company,  and such certificates shall be issued in the name of the holder
of this  Warrant  or in such name or names as may be  directed  by the holder of
this Warrant; provided, however, that in the event certificates are to be issued
in a name other than the name of the Holder,  this Warrant when  surrendered for
exercise  shall be  accompanied  by the  Assignment  Form  attached  hereto duly
executed by the Holder hereof; and

                                       2


<PAGE>


the Company may require, as a condition thereto, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto.

     7. Closing of Books.  The Company will not close its  shareholder  books or
records in any manner that prevents the timely exercise of this Warrant.

     8. Transfer,  Division and Combination.  (a) Subject to compliance with any
applicable  securities laws,  transfer of this Warrant and all rights hereunder,
in whole or in part,  shall be  registered  on the  books of the  Company  to be
maintained  for such  purpose,  upon  surrender of this Warrant at the principal
office of the Company,  together  with he Assignment  Form attached  hereto duly
executed  by Holder or its agent or  attorney  and funds  sufficient  to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required,  such  payment,  the Company  shall  execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denomination or  denominations  specified in such instrument of assignment,  and
shall issue to the assignor a new Warrant evidencing the portion of this Warrant
not so assigned,  and this Warrant shall promptly be cancelled. A new holder for
the purchase of Warrant Shares,  if properly  assigned,  may exercise a Warrant,
without having a new Warrant issued.

     (b) This  Warrant  may be divided or  combined  with  other  Warrants  upon
presentation  hereof 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 Holder or its agent or attorney.  Subject to compliance
with Section 8(a), 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.

                                       3


<PAGE>




     (c) The Company shall prepare,  issue and deliver at its own expense (other
than transfer taxes) the new Warrant or Warrants under this Section 8.

     9. No Rights as Shareholder  until Exercise.  This Warrant does not entitle
the holder hereof to any voting  rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise Price,  the Warrant Shares so purchased shall
be and be deemed to be issued to such holder as the record  owner of such shares
as of the  close of  business  on the  later of the  date of such  surrender  or
payment.

     10.  Loss,  Theft,  Destruction  or  Mutilation  of  Warrant.  The  Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any share
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction, of indemnity or security reasonably satisfactory to it (which shall
not include the posting of any bond),  and upon  surrender and  cancellation  of
such  Warrant or share  certificate,  if  mutilated,  the Company  will make and
deliver a new  Warrant or share  certificate  of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock certificate.

     11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall not be a business day including' without limitation, Saturday, Sunday or a
legal  holiday  in Israel or in the US,  then such  action  may be taken or such
right may be  exercised  on the next  succeeding  day not a Saturday,  Sunday or
legal holiday.

     12.  Adjustments  of Exercise Price and Number of Warrant  Shares.  (a) The
number and kind of securities  purchasable upon the exercise of this Warrant and
the  Exercise  Price shall be subject to  adjustment  from time to time upon the
happening of any of the following:  (i) In case the Company shall declare or pay
a  dividend  in  shares or make a  distribution  in  shares  to  holders  of its
outstanding  Ordinary  Shares,  (ii) In case the  Company  shall  subdivide  its
outstanding  Ordinary  Shares into a greater number of shares,  or (iii) combine
its outstanding Ordinary Shares into a smaller number of shares, then the number
of Warrant Shares  purchasable upon exercise of this Warrant  immediately  prior
thereto  shall be adjusted so that the holder of this Warrant  shall be entitled
to  receive  the kind and number of Warrant  Shares or other  securities  of the
Company  which he would have  owned or have been  entitled  to receive  had such
Warrant been exercised in advance thereof. Upon each such adjustment of the kind
and  number of  Warrant  Shares or other  securities  of the  Company  which are
purchasable  hereunder,  the holder of this Warrant shall thereafter be entitled
to purchase the number of Warrant Shares or other securities resulting from such
adjustment at an Exercise Price per Warrant Share or other security  obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares  purchasable  pursuant hereto  immediately prior to
such adjustment and dividing by the number of Warrant Shares or other securities
of the Company  resulting from such  adjustment.  An adjustment made pursuant to
this paragraph shall become  effective  immediately  after the effective date of
such event retroactive to the record date, if any, for such event.

                                        4



<PAGE>




     (b) In case the  Company  shall  reorganize  its  capital,  reclassify  its
capital,  consolidate  or merge  with or into  another  corporation  (where  the
Company  is not the  surviving  corporation  or where  there  is a change  in or
distribution  with  respect to the  Ordinary  Shares of the  Company),  or sell,
transfer or otherwise dispose of all or substantially  all its property,  assets
or  business  to  another  corporation  and,  pursuant  to  the  terms  of  such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets,  Ordinary Shares or shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of any
nature whatsoever  (including warrants or other subscription or purchase rights)
in  addition  to or in  lieu of  common  stock  of the  successor  or  acquiring
corporation  ("Other  Property"),  are to be received by or  distributed  to the
holders of Ordinary  Shares of the  Company,  then  Holder  shall have the right
thereafter to receive,  upon  exercise of this Warrant,  the number of shares of
common stock of the successor or acquiring  corporation or of the Company, if it
is the surviving corporation,  and Other Property receivable upon or as a result
of such reorganization,  reclassification,  merger, consolidation or disposition
of assets by a holder of the number of Ordinary Shares for which this Warrant is
exercisable immediately prior to such event. In case of any such reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for  adjustments of Warrant Shares
for which this Warrant is  exercisable  which shall be as nearly  equivalent  as
practicable to the adjustments  provided for in this Section 11. For purposes of
this Section 12, "common stock of the successor or acquiring  corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock.

     (c) Whenever the number of Warrant  Shares or number or kind of  securities
or other property  purchasable upon the exercise of this Warrant or the Exercise
Price is  adjusted,  as herein  provided,  the Company  shall  promptly  mail by
registered  or  certified  mail,  to the holder of this  Warrant  notice of such
adjustment or adjustments  setting forth the number of Warrant Shares (and other
securities  or property)  purchasable  upon the exercise of this Warrant and the
Exercise Price of such Warrant Shares (and other  securities or property)  after
such  adjustment,  setting forth a brief  statement of the facts  requiring such
adjustment and setting forth the  computation by which such adjustment was made.
Such notice,  in the absence of manifest error,  shall be exclusive  evidence of
the correctness of such adjustment.

     (d) In the event  that,  at any time,  as a result  of an  adjustment  made
pursuant to this Section,  the holder of this Warrant  shall become  entitled to
purchase any securities of the Company other than Ordinary Shares, hereafter the
number of such other shares so purchasable upon exercise of this Warrant and the
Exercise  Price of such shares shall be subject to adjustment  from time to time
in a manner and on terms as nearly equivalent as

                                       5



<PAGE>


practicable  to the provisions  with respect to the Warrant Shares  contained in
paragraph (a) through (c) inclusive, of this Section 12.

     13. Registration  Rights; Rule 144. (a) This Warrant and the Warrant Shares
shall be restricted securities pursuant to Rule 144 of Regulation D for a period
of 12 months  following  the  Effective  Date.  The Company  agrees that it will
prepare and file with the  Securities  and Exchange  Commission  ("Commission"),
within ninety (90) days after the approval of its Audited  Financial  Statements
for the year ending December 31, 2002 a registration  statement (on Form F-3, or
other  appropriate  registration  statement  form) under the Securities Act (the
"Registration  Statement")  covering  the  Warrant  Shares so as to permit a non
underwritten  public  offering and resale of the Shares and the Warrant  Shares.
The  Company  shall bear all  expenses  related  the filing of the  Registration
Statement.  The Company shall use commercially  reasonable efforts to cause such
Registration  Statement  to become  effective  on the first  anniversary  of the
Closing Date but in any event not later than 15 months from the Closing Date or,
in the event the Commission informs the Company that the Registration  Statement
will not be reviewed by the Commission,  within ninety (90) days from the filing
date, and in either event, within five (5) business days of Commission clearance
to request  effectiveness  (but not earlier  than the first  anniversary  of the
Closing Date). The number of shares designated in the Registration  Statement to
be  registered  shall  include  all of the  Warrant  Shares,  and shall  include
appropriate language regarding reliance upon Rule 416 to the extent permitted by
the Commission.  The Company will notify the Investors of the  effectiveness  of
the Registration Statement within two trading days of such event.

     (b) Not  withstanding the above, if the Company shall determine to register
any sale or other disposition of its securities under the Securities Act, either
for its own  account or the account of a security  holder or holders  exercising
their  respective  registration  rights  (whether  or not this  Warrant has been
exercised at that time),  other than a registration  relating solely to employee
benefit plans,  or a  registration  relating to a corporate  re-organisation  or
other  transaction  under Rule 145, or a registration on any  registration  form
that does not permit secondary sales, then the Company shall (i) give the Holder
at least thirty (30) days' advance written notice thereof, and (ii) use its best
efforts,  solely at the expense of the Company,  to include in such registration
(and any related qualification under blue sky laws or other compliance),  and in
any underwriting involved therein, all the Warrant Shares specified in a written
request  made by the Holder and  received  by the  Company  within ten (10) days
after the  written  notice  from the  Company  described  in 13 (b) (i) above is
received by the Holder.  Such  written  request may specify all or a part of the
Warrant  Shares.  The rights  granted to the Holder  under this Section 13 shall
survive  exercise  of this  Warrant and the  issuance of Ordinary  Shares to the
Holder in connection herewith.

     (c) At all times  during  which any  Warrant  Shares are  outstanding,  the
Company agrees to:

          (i) Make and keep available  adequate  current  public  information as
     described in Rule 144(c) under the Securities Act;

                                       6

<PAGE>




          (ii) File with the U.S. Securities and Exchange Commission in a timely
     manner all reports and other  documents  required of the Company  under the
     Securities Act and the Securities Exchange Act of 1934; and

          (iii)  Furnish to the Holder upon  request (A) a written  statement by
     the Company as to its compliance with the requirements of subparagraphs (i)
     and (ii) above, (B) a copy of the most recent annual report of the Company,
     and (C) such other  reports and  documents of the Company as the Holder may
     reasonably  request  to avail  himself of Rule 144 or any  similar  rule or
     regulation of the Securities and Exchange  Commission  allowing him to sell
     any such securities without registration.

     14. Notice of Corporate Action. If at any time:

     (a) the Company  shall take a record of the holders of its Ordinary  Shares
for the purpose of entitling  them to receive a dividend or other  distribution,
or any right to subscribe for or purchase any evidences of its indebtedness, any
shares of stock of any class or any other securities or property,  or to receive
any other right, or

     (b)  there  shall  be  any  capital  reorganization  of  the  Company,  any
reclassification  or recapitalization of the share capital of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation or,

     (c) there shall be a voluntary or involuntary  dissolution,  liquidation or
winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 14 days' prior written  notice of the date on which a record date shall be
selected for such dividend,  distribution or right or for determining  rights to
vote  in  respect  of  any  such   reorganization,   reclassification,   merger,
consolidation, sale, transfer, disposition,  liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 14
days'  prior  written  notice of the date when the same shall take  place.  Such
notice in accordance  with the foregoing  clause also shall specify (i) the date
on which  any such  record  is to be taken  for the  purpose  of such  dividend,
distribution  or right,  the date on which the holders of Common  Stock shall be
entitled  to any such  dividend,  distribution  or  right,  and the  amount  and
character  thereof,  and  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    merger,   consolidation,   sale,   transfer,   disposition,
dissolution,  liquidation  or winding  up is to take place and the time,  if any
such time is to be fixed,  as of which the holders of Ordinary  Shares  shall be
entitled to exchange their shares for  securities or other property  deliverable
upon such disposition, dissolution, liquidation or winding up. Each such written
notice shall be sufficiently given if addressed to Holder at the last address of
Holder  appearing on the books of the Company and delivered in  accordance  with
this Warrant.

     15.  Authorized  Shares.  The Company covenants that within 180 days of the
Effective Day, it will reserve from its authorized and unissued Ordinary Shares,
and keep available free from preemptive  rights, a sufficient number of Ordinary
Shares to provide for the

                                       7



<PAGE>


issuance of the Warrant  Shares upon the exercise of any  purchase  rights under
this  Warrant and will,  at its expense,  procure such listing of such  Ordinary
Shares  (subject to issuance or notice of  issuance)  as then may be required on
all stock  exchanges on which the Ordinary  Shares are then listed or on NASDAQ.
The Company further covenants that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the duty of executing  stock
certificates  to execute and issue the  necessary  certificates  for the Warrant
Shares upon the exercise of the purchase rights under this Warrant.  The Company
will take all such  reasonable  action as may be  necessary  to assure that such
Warrant  Shares  may be issued  as  provided  herein  without  violation  of any
applicable law or regulation, or of any requirements of all stock exchanges upon
which the Ordinary Shares may be listed or on NASDAQ.

     The  Company  shall  not  by any  action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  any  reorganization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or  performance  of any of the terms of this  Warrant,  but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or  appropriate to protect the rights of Holder
against impairment.

     16. Miscellaneous.

     (a)  Jurisdiction.  This Warrant  shall be binding upon any  successors  or
assigns of the Company.  This Warrant shall constitute a contract under the laws
of State of Israel without  regard to its conflict of law,  principles or rules,
and be subject to the exclusive jurisdiction of the competent court in Tel Aviv.

     (b)  Restrictions.  The holder hereof  acknowledges that the Warrant Shares
acquired  upon the  exercise  of this  Warrant,  if not  registered,  will  have
restrictions upon resale imposed by state and federal securities laws.

     (c) Waiver.  No course of dealing or any delay or failure to  exercise  any
right hereunder on the part of Holder shall operate as a waiver of such right or
otherwise  prejudice Holder's rights,  powers or remedies,  notwithstanding  all
rights hereunder terminate on the Termination Date.

     (d)  Limitation  of  Liability.  No  provision  hereof,  in the  absence of
affirmative  action by Holder to purchase  Warrant  Shares,  and no  enumeration
herein of the  rights or  privileges  of Holder  hereof,  shall give rise to any
liability  of  Holder  for the  purchase  price  of any  Ordinary  Share or as a
shareholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

     (e) Successors and Assigns.  Subject to applicable  securities  laws,  this
Warrant  and the rights and  obligations  evidenced  hereby  shall  inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares and all references to
the "Holder" shall include a reference to his assigns,  personal representatives
and successors in title.

                                        8

<PAGE>




     (f)  Amendment.  This Warrant may be modified or amended or the  provisions
hereof waived with the written consent of the Company and the Holder.

     (g) Severability.  Wherever possible,  each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this Warrant  shall be  prohibited  by or invalid under
applicable  law,  such  provision  shall be  ineffective  to the  extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Warrant.

     (h) Headings.  The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.

     (i) Definition of Ordinary Shares. For the purpose of this Warrant the term
"Ordinary  Shares"  shall  mean the  ordinary  shares of 0.005 NIS (New  Israeli
Shekels) of the Company.

                  REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK

                                        9


<PAGE>



     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officer thereunto duly authorized.


Dated: September  __, 2002

                                      RADA Electronic Industries Ltd.



                                      By:_______________________________________
                                         Herzle Bodinger, President and Chairman

                                       10


<PAGE>







                               NOTICE OF EXERCISE



To:      RADA Electronic Industries Ltd.


     (1)      The undersigned hereby elects to purchase ________ Ordinary Shares
(the "Shares"),  of RADA Electronic Industries Ltd. pursuant to the terms of the
attached  Warrant,  and tenders  herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

     (2)      Please  issue a  certificate  or  certificates  representing  said
Shares in the name of the  undersigned  or in such  other  name as is  specified
below:


                  ----------------------------------------
                  (Name)

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



Dated:


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




<PAGE>






                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to


_______________________________________________ whose address is


---------------------------------------------------------------.



---------------------------------------------------------------

                                               Dated:  ______________, _______


                           Holder's Signature: _____________________________

                           Holder's Address:   _____________________________

                                               -----------------------------



Signature Guaranteed:  ___________________________________________




NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.