EXHIBIT 4.13


THE SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES
LAWS.  NEITHER THIS  SECURITY NOR ANY  INTEREST OR  PARTICIPATION  HEREIN MAY BE
REOFFERED,  SOLD,  ASSIGNED,  TRANSFERRED,   PLEDGED,  ENCUMBERED  OR  OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH  REGISTRATION  OR UNLESS SUCH  TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION  REQUIREMENTS OF THE SECURITIES
ACT.  HEDGING  TRANSACTIONS  INVOLVING THIS SECURITY MAY NOT BE CONDUCTED UNLESS
SUCH  TRANSACTIONS  ARE CONDUCTED IN  COMPLIANCE  WITH THE  SECURITIES  ACT. THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED  INSTITUTIONAL  BUYER" (AS DEFINED IN RULE 144A UNDER THE  SECURITIES
ACT)  OR (B) IT IS NOT A U.S.  PERSON  AND  IS  ACQUIRING  THIS  SECURITY  IN AN
"OFFSHORE  TRANSACTION"  PURSUANT TO REGULATION S UNDER THE SECURITIES  ACT, (2)
AGREES  THAT IT WILL NOT PRIOR TO (X) THE DATE  WHICH IS TWO YEARS (OR A SHORTER
PERIOD AS MAY BE PRESCRIBED BY RULE 144(K) (OR ANY SUCCESSOR  PROVISION THEREOF)
UNDER THE SECURITIES  ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR
OF  ANY  PREDECESSOR  OF  THIS  SECURITY)  OR THE  LAST  DAY  ON  WHICH  PATHNET
TELECOMMUNICATIONS, INC. OR ANY OF ITS AFFILIATES WAS THE OWNER OF THIS SECURITY
OR ANY  PREDECESSOR  OF THIS SECURITY AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION  TERMINATION DATE"),  OFFER,
SELL   OR   OTHERWISE   TRANSFER   THIS   SECURITY   EXCEPT   (A)   TO   PATHNET
TELECOMMUNICATIONS,  INC.  OR  ANY  OF  ITS  SUBSIDIARIES,  (B)  PURSUANT  TO  A
REGISTRATION  STATEMENT  WHICH HAS BEEN DECLARED  EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE  PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE  ACCOUNT OF A QUALIFIED  INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S.  PERSONS THAT OCCUR  OUTSIDE THE UNITED  STATES WITHIN THE
MEANING  OF  REGULATION  S UNDER THE  SECURITIES  ACT,  PURSUANT  TO RULE 904 OF
REGULATION  S,  OR  (E)  PURSUANT  TO  ANOTHER  AVAILABLE   EXEMPTION  FROM  THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS SECURITY IS  TRANSFERRED A NOTICE  SUBSTANTIALLY  TO
THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY AND THE WARRANT AGENT SHALL
HAVE THE RIGHT PRIOR TO ANY SUCH OFFER,  SALE OR TRANSFER PURSUANT TO CLAUSE (E)
TO REQUIRE THE  DELIVERY OF AN OPINION OF COUNSEL,  CERTIFICATION  AND/OR  OTHER
INFORMATION  SATISFACTORY  TO EACH OF THEM. IN  CONNECTION  WITH ANY TRANSFER OF
THESE SECURITIES WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK
THE  APPROPRIATE  BOX SET FORTH ON THE REVERSE HEREOF  RELATING TO THE MANNER OF
SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE WARRANT AGENT. THIS LEGEND WILL
BE  REMOVED  UPON  THE  REQUEST  OF THE  HOLDER  AFTER  THE  RESALE  RESTRICTION
TERMINATION  DATE. AS USED HEREIN,  THE TERMS  "OFFSHORE  TRANSACTION,"  "UNITED
STATES"  AND  "U.S.  PERSON"  HAVE  THE  RESPECTIVE  MEANINGS  GIVEN  TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.

THIS SECURITY IS A GLOBAL WARRANT WITHIN THE MEANING OF THE SUPPLEMENTAL WARRANT
AGREEMENT  HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A SUCCESSOR  DEPOSITORY.  THIS SECURITY IS NOT  EXCHANGEABLE  FOR  SECURITIES
REGISTERED  IN THE NAME OF A PERSON  OTHER THAN THE  DEPOSITORY  OR ITS  NOMINEE
EXCEPT  IN THE  LIMITED  CIRCUMSTANCES  DESCRIBED  IN THE  SUPPLEMENTAL  WARRANT
AGREEMENT,  AND NO  TRANSFER  OF THIS  SECURITY  (OTHER  THAN A TRANSFER OF THIS
SECURITY AS A WHOLE BY THE  DEPOSITORY  TO A NOMINEE OF THE  DEPOSITORY  OR BY A
NOMINEE  OF  THE  DEPOSITORY  TO  THE  DEPOSITORY  OR  ANOTHER  NOMINEE  OF  THE
DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED  CIRCUMSTANCES  DESCRIBED IN
THE SUPPLEMENTAL WARRANT AGREEMENT.

UNLESS THIS  CERTIFICATE  IS PRESENTED BY AN  AUTHORIZED  REPRESENTATIVE  OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION  ("DTC"),  TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER,  EXCHANGE,  OR PAYMENT,  AND ANY CERTIFICATE
ISSUED  IS  REGISTERED  IN THE NAME OF CEDE & CO.  OR IN SUCH  OTHER  NAME AS IS
REQUESTED  BY AN  AUTHORIZED  REPRESENTATIVE  OF DTC (AND ANY PAYMENT IS MADE TO
CEDE  &  CO.  OR  TO  SUCH  OTHER  ENTITY  AS  IS  REQUESTED  BY  AN  AUTHORIZED
REPRESENTATIVE  OF DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  INASMUCH  AS THE  REGISTERED  OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.





<PAGE>


                                                                CUSIP # ________

No.  _____                                                     _________Warrants

                           FORM OF WARRANT CERTIFICATE

                        PATHNET TELECOMMUNICATIONS, INC.

                  This  Warrant  Certificate  certifies  that  CEDE  &  CO.,  or
registered   assigns,   is  the  registered  holder  of  200,000  Warrants  (the
"WARRANTS")  to  purchase  shares of Common  Stock,  par value  $0.01 per share,
issuable  upon  exercise  of the  Warrants  (the  "WARRANT  SHARES")  of PATHNET
TELECOMMUNICATIONS,  INC., a Delaware  corporation  (the  "COMPANY,"  which term
includes  its  successors  and  assigns).  Each  Warrant  entitles the holder to
purchase  from the  Company at any time from 9:00 a.m.  New York City time on or
after the Exercisability  Date until 5:00 p.m., New York City time, on April 15,
2008 (the "EXPIRATION  DATE"),  3.19 fully paid,  registered and  non-assessable
Warrant  Shares,  subject  to  adjustment  as  provided  in  Article  V  of  the
Supplemental  Warrant  Agreement,  at an exercise  price of $0.01 for each share
purchased (the "EXERCISE PRICE"); upon surrender of this Warrant Certificate and
payment of the  Exercise  Price (i) in cash or by  certified  or  official  bank
check,  (ii) by a Cashless Exercise or (iii) by any combination of (i) and (ii),
at any office or agency maintained for that purpose by the Company (the "WARRANT
EXERCISE  OFFICE"),  subject  to the  conditions  set  forth  herein  and in the
Supplemental  Warrant  Agreement.  For  purposes  of this  Warrant,  a "CASHLESS
EXERCISE" shall mean an exercise of a Warrant in accordance with the immediately
following two sentences.  To effect a Cashless Exercise, the holder may exercise
a  Warrant  or  Warrants  without  payment  of the  Exercise  Price  in  cash by
surrendering  such  Warrant  or  Warrants  (represented  by one or more  Warrant
Certificates)  and in  exchange  therefor,  receiving  such  number of shares of
Common  Stock equal to the product of (1) that number of shares of Common  Stock
for which such Warrant or Warrants are  exercisable  and which would be issuable
in the event of an  exercise  with  payment  of the  Exercise  Price and (2) the
Cashless  Exercise Ratio. The "CASHLESS  EXERCISE RATIO" shall equal a fraction,
the numerator of which is the excess of the Current Market Value  (calculated as
set forth in this  Warrant)  per share of Common  Stock on the date of  exercise
over the Exercise Price per share of Common Stock as of the date of exercise and
the  denominator  of which is the Current Market Value per share of Common Stock
on the date of exercise.  Upon surrender of a Warrant  Certificate  representing
more than one Warrant in connection with the holder's option to elect a Cashless
Exercise,  the holder must specify the number of Warrants for which such Warrant
Certificate is to be exercised (without giving effect to the Cashless Exercise).
All provisions of the  Supplemental  Warrant  Agreement shall be applicable with
respect to a Cashless  Exercise of a Warrant  Certificate for less than the full
number of Warrants  represented  thereby.  Capitalized terms used herein without
being defined  herein shall have the  definitions  ascribed to such terms in the
Supplemental Warrant Agreement.

                  "CURRENT  MARKET VALUE" per share of Common Stock or any other
security  at any date  means (i) if the  security  is not  registered  under the
Exchange  Act, (a) the value of the  security,  determined  in good faith by the
board of directors of the Company and certified in a board resolution,  based on
the most recently completed  arm's-length  transaction between the Company and a
person other than an Affiliate of the Company and the closing of which occurs on
such date or shall have occurred  within the  six-month  period  preceding  such
date, or (b) if no such  transaction  shall have occurred on such date or within
such  six-month  period or if the board of  directors  of the Company  otherwise
elects,  the Fair Market Value of the security as  determined by a nationally or
regionally recognized Independent Financial Expert (as defined herein) (PROVIDED
that, in the case of the calculation of Current Market Value for determining the
cash value of fractional shares,  any such determination  within six months that
is, in the good faith  judgment  of the board of  directors  of the  Company,  a
reasonable  determination of value, may be utilized) or (ii) (a) if the security
is  registered  under the Exchange  Act, the average of the daily  closing sales
prices  of the  securities  for  the 20  consecutive  trading  days  immediately
preceding  such  date,  or (b) if the  security  has been  registered  under the
Exchange Act for less than 20  consecutive  trading days before such date,  then
the average  daily  closing sales prices for all of the trading days before such
date for which closing sales prices are  available,  in the case of each of (ii)
(a) and (ii) (b), as certified to the Warrant Agent by the President or any vice
president or the Chief Financial Officer of the Company. The closing sales price
for each such  trading  day shall be:  (A) in the case of a  security  listed or
admitted  to  trading on any  United  States  national  securities  exchange  or
quotation  system,  the closing sales price,  regular way, on such day, or if no
sale takes place on such day, the average of the closing bid and asked prices on
such day,  (B) in the case of a security  not then listed or admitted to trading
on any national  securities exchange or quotation system, the last reported sale
price on such day,  or if no sale takes  place on such day,  the  average of the
closing bid and asked  prices on such day, as reported by a reputable  quotation
source designated by the Company,  (C) in the case of a security not then listed
or admitted to trading on any national  securities  exchange or quotation system
and as to  which  no such  reported  sale  price  or bid and  asked  prices  are
available,  the average of the  reported  high bid and low asked  prices on such
day, as reported by a reputable  quotation  service,  or a newspaper  of general
circulation  in the  Borough  of  Manhattan,  The  City and  State of New  York,
customarily  published on each Business Day,  designated by the Company,  or, if
there shall be no bid and asked  prices on such day, the average of the high bid
and low asked prices,  as so reported,  on the most recent day (not more than 30
days prior to the date in  question)  for which prices have been so reported and
(D) if there are not bid and asked prices  reported  during the 30 days prior to
the date in question,  the Current  Market Value shall be  determined  as if the
securities were not registered under the Exchange Act.

                  "EXERCISE EVENT" means, with respect to each Warrant, the date
of the occurrence of the earliest of: (i) the time immediately prior to a Change
of Control (as such term is defined in the Indenture); (ii)(a) the 180th day (or
such earlier date as determined by the Company in its sole discretion) following
the closing of an Initial Public Equity Offering (as defined herein) or (b) upon
the  closing  of an  Initial  Public  Equity  Offering,  but only in  respect of
Warrants, if any, required to be exercised to permit the holders thereof to sell
Warrant Shares pursuant to their respective  registration rights, (iii) the time
when a class of  equity  securities  of the  Company  is  listed  on a  national
securities exchange or authorized for quotation on the Nasdaq National Market or
is otherwise  subject to registration  under the Exchange Act, or (iv) April 30,
2001.

                  "INDEPENDENT   FINANCIAL   EXPERT"   means  a  nationally   or
regionally recognized investment banking or public accounting firm in the United
States  or,  if the  Company  believes  that an  investment  banking  or  public
accounting firm is generally not qualified to give such an opinion, a nationally
recognized  appraisal firm, in any case (i) which does not, and whose directors,
officers and employees or Affiliates do not, have a direct or indirect  material
financial  interest  for its  proprietary  account in the  Company or any of its
Affiliates  and (ii) which,  in the  judgment of the Board of  Directors  of the
Company, is otherwise independent with respect to the Company and its Affiliates
and qualified to perform the task for which it is to be engaged.

                  The Company has initially  designated the principal  corporate
trust office of the Warrant Agent in the Borough of  Manhattan,  The City of New
York, as the initial Warrant Agent Office.  The number of shares of Common Stock
issuable  upon  exercise  of  the  Warrants  ("Exercise  Rate")  is  subject  to
adjustment  upon the occurrence of certain events set forth in the  Supplemental
Warrant Agreement.

                  Any Warrants not exercised on or prior to 5:00 p.m.,  New York
City time, on April 15, 2008 shall thereafter be void.

                  If the Company, in a single transaction or through a series of
related transactions,  consolidates with or merges with or into, or sells all or
substantially  all of its property and assets to,  another  Person (other than a
subsidiary of the Company)  solely for cash,  the holders of Warrants  which are
then exercisable shall be entitled to receive  distributions on the date of such
event on an equal  basis  with  holders  of  shares of  Capital  Stock (or other
securities  issuable  upon exercise of the Warrants) as if the Warrants had been
exercised  immediately  prior to such event less the  aggregate  Exercise  Price
therefor.

                  Reference  is hereby  made to the  further  provisions  on the
reverse hereof which  provisions  shall for all purposes have the same effect as
though fully set forth at this place.

                  This   Warrant   Certificate   shall   not  be  valid   unless
authenticated  by the Warrant  Agent,  as such term is used in the  Supplemental
Warrant Agreement.

                  THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



<PAGE>


                  WITNESS the signatures of the duly authorized  officers of the
Company.


                                                PATHNET TELECOMMUNICATIONS, INC.



                                      By:_______________________________________
                                         Name:
                                         Title:

Attest:


By:_________________________________
     Name: Mary McDermott
     Title:  Secretary

Certificate of Authentication:
This is one of the Warrants
referred to in the within
mentioned Supplemental Warrant Agreement:

Dated:

THE BANK OF NEW YORK,
         Warrant Agent


By:__________________________________
     Authorized Signatory





<PAGE>



                        PATHNET TELECOMMUNICATIONS, INC.

                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized  issue of Warrants  expiring at 5:00 p.m., New York City time,
on April 15, 2008 (the "EXPIRATION DATE"), each of which represents the right to
purchase  at any time on or after the  Exercisability  Date (as  defined  in the
Supplemental  Warrant  Agreement)  and on or prior to the  Expiration  Date 3.19
Shares,  subject  to  adjustment  as  set  forth  in  the  Supplemental  Warrant
Agreement.  The Warrants are issued pursuant to a Supplemental Warrant Agreement
dated as of March 30, 2000 (the "SUPPLEMENTAL WARRANT AGREEMENT"), duly executed
and  delivered  by the  Company  to The Bank of New  York,  Warrant  Agent  (the
"WARRANT AGENT"), which Supplemental Warrant Agreement is hereby incorporated by
reference in and made a part of this  instrument and is hereby referred to for a
description  of the  rights,  limitation  of  rights,  obligations,  duties  and
immunities  thereunder  of the Warrant  Agent,  the Company and the holders (the
words "HOLDERS" or "HOLDER" meaning the registered holders or registered holder)
of the Warrants.

                  Warrants may be exercised by (i)  surrendering  at any Warrant
Agent Office this Warrant  Certificate with the form of Election to Exercise set
forth hereon duly completed and executed and (ii) to the extent such exercise is
not being  effected  through a Cashless  Exercise  by paying in full the Warrant
Exercise Price for each such Warrant exercised and any other amounts required to
be paid pursuant to the Supplemental Warrant Agreement.

                  If all of the items  referred  to in the last  sentence of the
preceding paragraph are received by the Warrant Agent at or prior to 11:00 a.m.,
New York City time, on a Business Day, the exercise of the Warrant to which such
items relate will be effective on such Business Day. If any items referred to in
the last sentence of the preceding  paragraph are received after 11:00 a.m., New
York City time,  on a Business  Day,  the exercise of the Warrants to which such
item relates will be deemed to be effective on the next succeeding Business Day.
Notwithstanding  the foregoing,  in the case of an exercise of Warrants on April
15, 2008, if all of the items  referred to in the last sentence of the preceding
paragraph are received by the Warrant  Agent at or prior to 5:00 p.m.,  New York
City time, on such  Expiration  Date, the exercise of the Warrants to which such
items relate will be effective on the Expiration Date.

                  As soon as  practicable  after the  exercise of any Warrant or
Warrants,  the Company  shall issue or cause to be issued to or upon the written
order of the  registered  holder of this Warrant  Certificate,  a certificate or
certificates evidencing the Warrant Share or Warrant Shares to which such holder
is entitled,  in fully registered form,  registered in such name or names as may
be directed by such holder pursuant to the Election to Exercise, as set forth on
the  face  of  this  Warrant  Certificate.   Such  certificate  or  certificates
evidencing  the  Warrant  Share or Warrant  Shares  shall be deemed to have been
issued and any persons who are designated to be named therein shall be deemed to
have become the holder of record of such Warrant  Share or Warrant  Shares as of
the close of  business on the date upon which the  exercise of this  Warrant was
deemed to be effective as provided in the preceding paragraph.

                  The Company  will not be required to issue  fractional  Shares
upon exercise of the Warrants or distribute  Warrant  Certificates that evidence
fractional Warrant Shares. In lieu of fractional Warrant Shares,  there shall be
paid to the  registered  Holder  of this  Warrant  Certificate  at the time such
Warrant Certificate is exercised an amount in cash equal to the same fraction of
the Current Market Value per share of Common Stock on the Business Day preceding
the date this Warrant Certificate is surrendered for exercise.

                  Warrant Certificates, when surrendered at any office or agency
maintained by the Company for that purpose by the  registered  holder thereof in
person or by legal representative or attorney duly authorized in writing, may be
exchanged for a new Warrant Certificate or new Warrant  Certificates  evidencing
in the  aggregate  a like number of  Warrants,  in the manner and subject to the
limitations  provided in the  Supplemental  Warrant  Agreement,  without  charge
except for any tax or other governmental charge imposed in connection therewith.

                  Upon due  presentment  for  registration  of  transfer of this
Warrant  Certificate at any office or agency  maintained by the Company for that
purpose, a new Warrant Certificate  evidencing in the aggregate a like number of
Warrants  shall be  issued  to the  transferee  in  exchange  for  this  Warrant
Certificate,  subject to the limitations  provided in the  Supplemental  Warrant
Agreement,  without  charge  except  for any tax or  other  governmental  charge
imposed in connection therewith.

                  The  Company  and the  Warrant  Agent  may deem and  treat the
registered  holder  hereof as the  absolute  owner of this  Warrant  Certificate
(notwithstanding  any  notation of  ownership  or other  writing  hereon made by
anyone) for the purpose of any exercise hereof and for all other  purposes,  and
neither the Company nor the Warrant Agent shall be affected by any notice to the
contrary.

                  The term  "BUSINESS DAY" shall mean any day on which (i) banks
in The City of New York, (ii) the principal U.S.  securities exchange or market,
if any, on which the Common Stock is listed or admitted to trading and (iii) the
principal U.S.  securities exchange or market, if any, on which the Warrants are
listed or admitted to trading are open for business.

                  The Warrants,  Warrant Shares and  Registrable  Securities (as
defined in the  Warrant  Registration  Rights  Agreement)  are  entitled  to the
benefits of a  registration  rights  agreement  relating to the Warrants and the
Warrant Shares (the "WARRANT REGISTRATION RIGHTS AGREEMENT"),  pursuant to which
the holders  representing  not less than 50% of Warrant  Shares and  Registrable
Securities  have, at any time and from time to time after (A) the  occurrence of
the earliest of (i) the time  immediately  prior to a Change of Control (as such
term is defined in the Indenture); (ii)(a) the180th day (or such earlier date as
determined by the Company in its sole discretion)  following the consummation of
an  Initial  Public  Equity  Offering  (as  defined  herein)  or  (b)  upon  the
consummation  of an  Initial  Public  Equity  Offering,  but only in  respect of
Warrants, if any, required to be exercised to permit the holders thereof to sell
Warrant Shares pursuant to their respective  registration rights, (iii) the time
when a class of  equity  securities  of the  Company  is  listed  on a  national
securities exchange or authorized for quotation on the Nasdaq National Market or
is otherwise  subject to registration  under the Exchange Act, or (iv) April 30,
2001, and (B) the completion of an Initial Public Equity Offering,  the right to
require the Company to effect one demand  registration of the Warrant Shares and
Registrable Securities.  The Warrant Registration Rights Agreement also provides
the holders of Registrable  Securities with the right, subject to the conditions
and limitations  contained  therein,  to include the  Registrable  Securities in
certain registration  statements filed by the Company for its account or for the
account of any of its securityholders.


                              ELECTION TO EXERCISE

                  (To be executed  upon  exercise  of  Warrants on the  Exercise
Date)

                  The undersigned  hereby  irrevocably elects to exercise [ ] of
the  Warrants  represented  by this Warrant  Certificate  and purchase the whole
number of Shares  issuable  upon the  exercise  of such  Warrants  and  herewith
tenders payment for such Shares as follows:

                  $[ ] in cash or by  certified  or official  bank check;  or by
surrender  of  Warrants  pursuant  to a  Cashless  Exercise  (as  defined in the
Supplemental  Warrant Agreement) for [ ] shares of Stock at the current Cashless
Exercise Ratio.

                  The undersigned requests that a certificate  representing such
Shares  be  registered  in  the  name  of   _______________   whose  address  is
________________  and that such  shares be  delivered  to  _____________________
whose  address is  ________________.  Any cash  payments to be paid in lieu of a
fractional   Share  should  be  delivered   to   _________   whose   address  is
________________  and the check representing payment thereof should be delivered
to _____________ whose address is _____________________.

                  Dated ___________, ____

                  Name of holder of
                  Warrant Certificate:_________________________________________
                                                              (Please Print)

                  Tax Identification or
                  Social Security Number:______________________________________

                  Address:  ___________________________________________________

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

                  Signature:___________________________________________________
                           Note:    The above signature must correspond with the
                                    name  as  written  upon  the  face  of  this
                                    Warrant  Certificate  in  every  particular,
                                    without  alteration  or  enlargement  or any
                                    change   whatever  and  if  the  certificate
                                    representing   the  Shares  or  any  Warrant
                                    Certificate    representing   Warrants   not
                                    exercised  is to  be  registered  in a  name
                                    other  than  that  in  which  this   Warrant
                                    Certificate  is  registered,  or if any cash
                                    payment  to be paid in lieu of a  fractional
                                    share is to be made to a person  other  than
                                    the   registered   holder  of  this  Warrant
                                    Certificate,  the  signature  of the  holder
                                    hereof must be guaranteed as provided in the
                                    Supplemental Warrant Agreement.



                  Dated ______________, ____

                  Signature:___________________________________________________
                           Note:    The above signature must correspond with the
                                    name  as  written  upon  the  face  of  this
                                    Warrant  Certificate  in  every  particular,
                                    without  alteration  or  enlargement  or any
                                    change whatever.

                  Signature Guaranteed:________________________________________
                                    Signatures   must   be   guaranteed   by  an
                                    "eligible guarantor institution" meeting the
                                    requirements   of   the   Registrar,   which
                                    requirements     include    membership    or
                                    participation in the Security Transfer Agent
                                    Medallion  Program  ("STAMP")  or such other
                                    "signature  guarantee  program"  as  may  be
                                    determined  by the Registrar in addition to,
                                    or  in  substitution   for,  STAMP,  all  in
                                    accordance with the Securities  Exchange Act
                                    of 1934, as amended.


                                   ASSIGNMENT

                  For value  received  __________________________  hereby sells,
assigns and  transfers  unto  _____________________________  the within  Warrant
Certificate,  together  with all right,  title and  interest  therein,  and does
hereby irrevocably constitute and appoint ___________ attorney, to transfer said
Warrant Certificate on the books of the within-named Company, with full power of
substitution in the premises.

Dated ________________, ____

                  Signature:___________________________________________________
                           Note:    The above signature must correspond with the
                                    name  as  written  upon  the  face  of  this
                                    Warrant  Certificate  in  every  particular,
                                    without  alteration  or  enlargement  or any
                                    change whatever.

                  Signature Guaranteed:________________________________________
                                    Signatures   must   be   guaranteed   by  an
                                    "eligible guarantor institution" meeting the
                                    requirements   of   the   Registrar,   which
                                    requirements     include    membership    or
                                    participation in the Security Transfer Agent
                                    Medallion  Program  ("STAMP")  or such other
                                    "signature  guarantee  program"  as  may  be
                                    determined  by the Registrar in addition to,
                                    or  in  substitution   for,  STAMP,  all  in
                                    accordance with the Securities  Exchange Act
                                    of 1934, as amended.


<PAGE>



                 SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS

The  following  exchanges  of a part of this  Global  Warrant  for  certificated
Warrants have been made:
<TABLE>
<CAPTION>

                                                                          Number of Warrants
                           Amount of decrease    Amount of increase in      of this Global
                              in Number of       Number of Warrants of     Warrant following        Signature of
                            Warrants of this      this GLOBAL WARRANT      such decrease (or     authorized officer
    Date of EXCHANGE         GLOBAL WARRANT                                     INCREASE)         of WARRANT AGENT
            --------         --------------       -------------------    ----------------------      -------------
     <S>                    <C>                                          <C>                       <C>



</TABLE>