Exhibit 10.5

THIS  WARRANT  AND THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE  SECURITIES  LAWS.  THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF  THIS  WARRANT  MAY NOT BE  SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR
HYPOTHECATED  IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THIS
WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL  REASONABLY   SATISFACTORY  TO  PACIFIC   BIOMETRICS,   INC.  THAT  SUCH
REGISTRATION IS NOT REQUIRED.

            Right to Purchase up to 681,818 Shares of Common Stock of
                            Pacific Biometrics, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _________________                                  Issue Date:  May 28, 2004

         PACIFIC BIOMETRICS, INC., a corporation organized under the laws of the
State of Delaware ("Pacific Biometrics, Inc."), hereby certifies that, for value
received,  LAURUS  MASTER FUND,  LTD., or assigns (the  "Holder"),  is entitled,
subject to the terms set forth below,  to purchase  from the Company (as defined
herein)  from and after the Issue Date of this  Warrant  and at any time or from
time to time before 5:00 p.m., New York time,  through the close of business May
28, 2011 (the  "Expiration  Date"),  up to 681,818 fully paid and  nonassessable
shares of Common Stock (as hereinafter  defined),  $0.01 par value per share, at
the  applicable  Exercise  Price per share (as  defined  below).  The number and
character of such shares of Common Stock and the  applicable  Exercise Price per
share are subject to adjustment as provided herein.

         As used  herein  the  following  terms,  unless the  context  otherwise
requires, have the following respective meanings:

     (a)  The term  "Company"  shall include  Pacific  Biometrics,  Inc. and any
          corporation which shall succeed, or assume the obligations of, Pacific
          Biometrics,  Inc. hereunder.

     (b)  The term "Common Stock" includes (i) the Company's  Common Stock,  par
          value $0.01 per share; and (ii) any other securities into which or for
          which  any of the  securities  described  in (a) may be  converted  or
          exchanged  pursuant  to a plan  of  recapitalization,  reorganization,
          merger, sale of assets or otherwise.

     (c)  The term  "Other  Securities"  refers to any stock  (other than Common
          Stock)  and  other  securities  of the  Company  or any  other  person
          (corporate or  otherwise)  which the holder of the Warrant at any time
          shall be entitled to receive, or shall have received,  on the exercise

<PAGE>

          of the Warrant, in lieu of or in addition to Common Stock, or which at
          any time shall be issuable  or shall have been issued in exchange  for
          or in  replacement  of Common  Stock or Other  Securities  pursuant to
          Section 4 or otherwise.

     (d)  The  "Exercise  Price"  applicable  under this Warrant  shall be $1.25
          [120% of the average  closing  price of Common  Stock for the ten (10)
          trading  days  immediately  prior to the date  hereof  for all  shares
          acquired hereunder.

1.       Exercise of Warrant.

         1.1 Number of Shares  Issuable upon  Exercise.  From and after the date
hereof through and including the  Expiration  Date, the Holder shall be entitled
to receive, upon exercise of this Warrant in whole or in part, by delivery of an
original  or fax copy of an  exercise  notice  in the form  attached  hereto  as
Exhibit  A (the  "Exercise  Notice"),  shares of  Common  Stock of the  Company,
subject to adjustment pursuant to Section 4.

         1.2 Fair Market Value. For purposes hereof,  the "Fair Market Value" of
a share of Common Stock as of a particular date (the "Determination Date") shall
mean:

     (a)  If the Company's Common Stock is traded on the American Stock Exchange
          or another national  exchange or is quoted on the National or SmallCap
          Market of The Nasdaq Stock Market, Inc.("Nasdaq"), then the closing or
          last sale price,  respectively,  reported  for the last  business  day
          immediately preceding the Determination Date.

     (b)  If the  Company's  Common  Stock is not traded on the  American  Stock
          Exchange or another  national  exchange or on the Nasdaq but is traded
          on the NASD OTC Bulletin  Board,  then the closing price  reported for
          the last business day immediately preceding the Determination Date.

     (c)  Except as provided in clause (d) below, if the Company's  Common Stock
          is not publicly traded, then as the Holder and the Company agree or in
          the absence of agreement by arbitration  in accordance  with the rules
          then in  effect  of the  American  Arbitration  Association,  before a
          single  arbitrator  to be chosen from a panel of persons  qualified by
          education and training to pass on the matter to be decided.

     (d)  If the Determination Date is the date of a liquidation, dissolution or
          winding up, or any event deemed to be a  liquidation,  dissolution  or
          winding up pursuant to the Company's  charter,  then all amounts to be
          payable  per share to  holders  of the Common  Stock  pursuant  to the
          charter in the event of such  liquidation,  dissolution or winding up,
          plus all other  amounts  to be  payable  per share in  respect  of the
          Common  Stock in  liquidation  under  the  charter,  assuming  for the
          purposes  of this  clause (d) that all of the  shares of Common  Stock
          then  issuable  upon  exercise of the Warrant are  outstanding  at the
          Determination Date.

         1.3  Company  Acknowledgment.  The  Company  will,  at the  time of the
exercise of the Warrant,  upon the request of the holder hereof  acknowledge  in
writing its  continuing  obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with

                                       2
<PAGE>

the  provisions  of this  Warrant.  If the  holder  shall  fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

         1.4  Trustee  for  Warrant  Holders.  In the event that a bank or trust
company  shall have been  appointed  as trustee  for the  holders of the Warrant
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as  hereinafter  described) and shall accept,  in
its own name for the account of the Company or such  successor  person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

2.       Procedure for Exercise.

         2.1 Delivery of Stock  Certificates,  Etc.,  on  Exercise.  The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered and payment made for such shares in accordance herewith.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within  three (3) business  days  thereafter,  the Company at its expense
(including  the payment by it of any  applicable  issue  taxes) will cause to be
issued in the name of and  delivered  to the  Holder,  or as such  Holder  (upon
payment  by  such  Holder  of any  applicable  transfer  taxes)  may  direct  in
compliance with applicable  securities  laws, a certificate or certificates  for
the number of duly and validly issued,  fully paid and  nonassessable  shares of
Common  Stock (or Other  Securities)  to which such Holder  shall be entitled on
such exercise,  plus, in lieu of any fractional share to which such holder would
otherwise be entitled,  cash equal to such fraction  multiplied by the then Fair
Market  Value  of one  full  share,  together  with  any  other  stock  or other
securities and property  (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

         2.2 Exercise. Payment may be made either (i) in cash or by certified or
official bank check payable to the order of the Company equal to the  applicable
aggregate  Exercise Price, (ii) by delivery of the Warrant,  or shares of Common
Stock and/or Common Stock  receivable upon exercise of the Warrant in accordance
with  Section  (b)  below,  or (iii) by a  combination  of any of the  foregoing
methods,  for the number of Common Shares  specified in such Exercise Notice (as
such  exercise  number shall be adjusted to reflect any  adjustment in the total
number of shares of Common  Stock  issuable  to the Holder per the terms of this
Warrant);  provided,  however,  that if at the time of  delivery  of an Exercise
Notice  the shares of Common  Stock to be issued  upon  payment of the  Exercise
Price  have  been  registered  under  the  Securities  Act of 1933,  as  amended
("Securities Act"), and are covered by an effective registration statement under
the Securities  Act,  payment of the Exercise Price may be made only pursuant to
clause (i) above and may not be made  pursuant to clauses  (ii) or (iii)  above.
Upon  receipt by the  Company of an  Exercise  Notice and proper  payment of the
Exercise Price,  the Holder shall thereupon be entitled to receive the number of
duly authorized,  validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities)  determined as provided herein.  Notwithstanding any
provisions  herein to the  contrary,  if the Fair  Market  Value of one share of
Common Stock is greater than the Exercise  Price (at the date of  calculation as

                                       3
<PAGE>

set forth below),  in lieu of exercising  this Warrant for cash,  the Holder may
elect to receive shares equal to the value (as determined below) of this Warrant
(or the portion  thereof  being  exercised)  by surrender of this Warrant at the
principal  office of the Company  together with the properly  endorsed  Exercise
Notice in which event the  Company  shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

         X=Y            (A-B)
                       ---------
                          A

     Where
     X    = the number of shares of Common Stock to be issued to the Holder

     Y    = the number of shares of Common Stock  purchasable  under the Warrant
          or, if only a portion of the Warrant is being  exercised,  the portion
          of the Warrant being exercised (at the date of such calculation)

     A    = the Fair Market Value of one share of the Company's Common Stock (at
          the date of such calculation)

     B    = Exercise Price (as adjusted to the date of such calculation)

3.       Effect of Reorganization, Etc.; Adjustment of Exercise Price.

         3.1 Reorganization,  Consolidation, Merger, Etc. In case at any time or
from  time  to  time,  the  Company  shall  (a)  effect  a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

         3.2  Dissolution.  In the  event  of  any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company,  concurrently with any distributions  made to holders of its Common
Stock,  shall at its expense  deliver or cause to be delivered to the Holder the
stock and other  securities  and property  (including  cash,  where  applicable)
receivable  by the Holder of the  Warrant  pursuant to Section  3.1,  or, if the
Holder shall so instruct the Company,  to a bank or trust  company  specified by
the Holder and having its  principal  office in New York,  NY as trustee for the
Holder of the Warrant (the "Trustee").

         3.3  Continuation  of Terms.  Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of

                                       4
<PAGE>

such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the transactions described in this Section 3, then the Company's
securities and property  (including  cash, where  applicable)  receivable by the
Holders  of  the  Warrant  will  be  delivered  to  Holder  or  the  Trustee  as
contemplated by Section 3.2.

4.       Extraordinary  Events  Regarding  Common  Stock.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Exercise  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Exercise  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Exercise Price then in effect.  The
Exercise Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Exercise  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Exercise Price in effect
on the date of such exercise.

5.       Certificate  as to  Adjustments.  In  each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrant,  the Company at its expense  will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Exercise Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

         6.  Reservation of Stock,  Etc.,  Issuable on Exercise of Warrant.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery  on the  exercise  of the  Warrant,  shares of  Common  Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant.

                                       5
<PAGE>

7.       Assignment;  Exchange of Warrant. Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a "Transferor") in whole or in part
so long as (i) no  assignment  may be made to a  competitor  of the Borrower and
(ii) the  Holder  shall  make no more  than two (2)  assignments  hereof  in the
aggregate.  On the surrender for exchange of this Warrant, with the Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the   "Transferor
Endorsement  Form") and together with evidence  reasonably  satisfactory  to the
Company  demonstrating  compliance with applicable  securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel (at the  Company's  expense)  that such transfer is exempt
from the  registration  requirements  of applicable  securities  laws,  and with
payment by the  Transferor  of any  applicable  transfer  taxes)  will issue and
deliver  to or on the  order of the  Transferor  thereof a new  Warrant  of like
tenor, in the name of the Transferor and/or the transferee(s)  specified in such
Transferor  Endorsement Form (each a "Transferee"),  calling in the aggregate on
the face or faces thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the Transferor.

8.       Replacement of Warrant. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

9.       Registration  Rights.  The  Holder  of this  Warrant  has been  granted
certain  registration  rights by the Company.  These registration rights are set
forth  in a  Registration  Rights  Agreement  entered  into by the  Company  and
Purchaser dated as of even date of this Warrant.

10.      Maximum  Exercise.  The Holder  shall not be entitled to exercise  this
Warrant on an exercise date, in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this proviso is being made on
an exercise date,  which would result in beneficial  ownership by the Holder and
its affiliates of more than 4.99% of the  outstanding  shares of Common Stock of
the Company on such date.  For the  purposes  of the proviso to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Notwithstanding the foregoing,  the restriction  described in
this  paragraph  may be revoked upon 75 days prior notice from the Holder to the
Company and is  automatically  null and void upon an Event of Default  under the
Note.

11.      Warrant Agent. The Company may, by written notice to the each Holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

                                       6
<PAGE>

12.      Transfer on the Company's  Books.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

13.      Notices,  Etc. All notices and other communications from the Company to
the  Holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such Holder or, until any such Holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  Holder of this
Warrant who has so furnished an address to the Company.

14.      Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This Warrant shall be governed by and construed in accordance  with the
laws of State of New York without regard to principles of conflicts of laws. Any
action brought concerning the transactions contemplated by this Warrant shall be
brought only in the state courts of New York or in the federal courts located in
the state of New York;  provided,  however,  that the Holder may choose to waive
this  provision  and  bring  an  action  outside  the  state  of New  York.  The
individuals  executing  this Warrant on behalf of the Company agree to submit to
the  jurisdiction  of such courts and waive trial by jury. The prevailing  party
shall be entitled to recover from the other party its reasonable attorney's fees
and  costs.  In the event  that any  provision  of this  Warrant  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other  provision of this Warrant.
The headings in this Warrant are for purposes of reference  only,  and shall not
limit  or  otherwise  affect  any  of  the  terms  hereof.   The  invalidity  or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability  of any other provision  hereof.  The Company  acknowledges  that
legal counsel  participated in the  preparation of this Warrant and,  therefore,
stipulates  that the rule of  construction  that  ambiguities are to be resolved
against the drafting  party shall not be applied in the  interpretation  of this
Warrant to favor any party against the other party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]


                                       7
<PAGE>

         IN WITNESS  WHEREOF,  the Company has  executed  this Warrant as of the
date first written above.

                                      PACIFIC BIOMETRICS, INC.

WITNESS:
                                      By:       /s/ Ronald R. Helm
                                                --------------------------------
                                      Name:     Ronald R. Helm
                                      Title:    Chief Executive Officer
---------------------------------




                                       8
<PAGE>

                                       A-1
                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)


TO:      Pacific Biometrics, Inc.



         Attention:        Chief Financial Officer

         The  undersigned,  pursuant to the provisions set forth in the attached
Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):

                          shares of the Common Stock covered by such Warrant; or
---------    ------------

          the maximum number of shares of Common Stock covered  by such  Warrant
--------- pursuant to the cashless  exercise  procedure  set forth in Section 2.


         The  undersigned  herewith makes payment of the full Exercise Price for
such  shares  at the  price per share  provided  for in such  Warrant,  which is
$___________. Such payment takes the form of (check applicable box or boxes):

                  $__________ in lawful money of the United States; and/or
---------

          the  cancellation  of  such  portion  of the  attached  Warrant  as is
--------- exercisable  for a total of _______  shares of Common  Stock  (using a
          Fair  Market  Value  of  $_______  per  share  for  purposes  of  this
          calculation); and/or


          the  cancellation  of such  number of  shares  of  Common  Stock as is
--------- necessary, in accordance with the formula set forth in Section 2.2, to
          exercise this Warrant with respect to the maximum  number of shares of
          Common Stock purchasable  pursuant to the cashless exercise  procedure
          set forth in Section 2.



         The  undersigned  requests  that the  certificates  for such  shares be
issued       in      the       name       of,       and       delivered       to
______________________________________________       whose       address      is
___________________________________________________________________________.

         The  undersigned  represents  and warrants that all offers and sales by
the  undersigned of the securities  issuable upon exercise of the within Warrant
shall be made pursuant to  registration of the Common Stock under the Securities
Act of 1933, as amended (the "Securities  Act") or pursuant to an exemption from
registration under the Securities Act.

Dated:
        --------------        --------------------------------------------------
                              (Signature must conform to name of holder as
                              specified on the face of the Warrant)

                              Address:
                                        ----------------------------------------
                                        ----------------------------------------

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

                                      A-1
<PAGE>

                                    Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

         For  value  received,   the  undersigned  hereby  sells,  assigns,  and
transfers  unto the person(s)  named below under the heading  "Transferees"  the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of Pacific Biometrics, Inc. into which the within Warrant
relates  specified  under the  headings  "Percentage  Transferred"  and  "Number
Transferred," respectively,  opposite the name(s) of such person(s) and appoints
each such  person  Attorney  to transfer  its  respective  right on the books of
Pacific Biometrics, Inc. with full power of substitution in the premises.

                                                    Percentage          Number
Transferees                 Address                 Transferred      Transferred


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


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


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


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


Dated:
        ------------- ----------------------------------------------------------
                      Signature must conform to name of holder as specified on
                      he face of the Warrant)

                      Address:
                                   ---------------------------------------------

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


                      SIGNED IN THE PRESENCE OF:


                      ----------------------------------------------------------
                                                 (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]



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


                                       B-1