Exhibit 10.5(ii)


THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES. THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT
BE OFFERED, SOLD OR TRANSFERRED FOR VALUE, DIRECTLY OR INDIRECTLY, IN THE
ABSENCE OF SUCH REGISTRATION UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE
STATE LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND
QUALIFICATION UNDER APPLICABLE STATE LAWS, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE REASONABLE SATISFACTION OF UNITED HERITAGE CORPORATION.


                           UNITED HERITAGE CORPORATION

                   WARRANT TO PURCHASE SHARES OF COMMON STOCK


Date of Issuance: October 7, 2005                            Certificate No. W-2

      FOR VALUE RECEIVED, United Heritage Corporation, a Utah corporation (the
"Company"), hereby grants to LOTHIAN OIL INC. or its registered assigns (the
"Registered Holder") the right to purchase from the Company THREE MILLION
(3,000,000) shares of Warrant Stock at a price per share of $1.12 (as adjusted
from rime to time hereunder, the "Exercise Price"). This Warrant is issued
pursuant to the terms of that certain Securities Purchase Agreement, dated of
even date herewith (as amended, supplemented or otherwise modified from time to
time, the "Purchase Agreement"). Certain capitalized terms used herein are
defined in Section 3 hereof. The amount and kind of securities obtainable
pursuant to the rights granted hereunder and the purchase price for such
securities are subject to adjustment pursuant to the provisions contained in
this Warrant.

      This Warrant is subject to the following provisions:

            Section 1. Exercise of Warrant.

            1A. Exercise Period. Subject to paragraph lB hereof, the Registered
Holder may exercise, in whole or in part (but not as to a fractional share of
Warrant Stock), the purchase rights represented by this Warrant at any time and
from time to time after the Date of Issuance to and including the fifth
anniversary of the Date of Issuance (the "Exercise Period").

            1B. Exercise Procedure.

            (i) This Warrant shall be deemed to have been exercised when the
Company has received all of the following items (the "Exercise Time")


                                       i
<PAGE>

            (a) a completed Exercise Agreement, as described in paragraph lC
      below, executed by the Person exercising all or part of the purchase
      rights represented by this Warrant (the "Purchaser");

            (b) this Warrant; and

            (c) either (1) a check payable to the Company in an amount equal to
      the product of the Exercise Price multiplied by the number of shares of
      Warrant Stock being purchased upon such exercise (the "Aggregate Exercise
      Price"), (2) the surrender to the Company of debt or equity securities of
      the Company or any of its wholly-owned Subsidiaries having a Market Price
      equal to the Aggregate Exercise Price of the Warrant Stock being purchased
      upon such exercise (provided that for purposes of this subparagraph, the
      Market Price of any note or other debt security or any preferred stock
      shall be deemed to be equal to the aggregate outstanding principal amount
      or liquidation value thereof plus all accrued and unpaid interest thereon
      or accrued or declared and unpaid dividends thereon) or (3) a written
      notice to the Company that the Purchaser is exercising the Warrant (or a
      portion thereof) by authorizing the Company to withhold from issuance a
      number of shares of Warrant Stock issuable upon such exercise of the
      Warrant which when multiplied by the Market Price of the Warrant Stock is
      equal to the Aggregate Exercise Price (and such withheld shares shall no
      longer be issuable under this Warrant).

            (ii) Certificates for shares of Warrant Stock purchased upon
exercise of this Warrant shall be delivered by the Company to the Purchaser
within five business days after the date of the Exercise Time. Unless this
Warrant has expired or all of the purchase rights represented hereby have been
exercised, the Company shall prepare a new Warrant, substantially identical
hereto, representing the rights formerly represented by this Warrant which have
not expired or been exercised and shall, within such five-day period, deliver
such new Warrant to the Person designated for delivery in the Exercise
Agreement.


            (iii) The Warrant Stock issuable upon the exercise of this Warrant
shall be deemed to have been issued to the Purchaser at the Exercise Time, and
the Purchaser shall be deemed for all purposes to have become the record holder
of such Warrant Stock at the Exercise Time.

            (iv) The issuance of certificates for shares of Warrant Stock upon
exercise of this Warrant shall be made without charge to the Registered Holder
or the Purchaser for any issuance tax in respect thereof or other cost incurred
by the Company in connection with such exercise and the related issuance of
shares of Warrant Stock. Each share of Warrant Stock issuable upon exercise of
this Warrant shall, upon payment of the Exercise Price therefor, be fully paid
and nonassessable and free from all liens and charges with respect to the
issuance thereof.

            (v) The Company shall not close its books against the transfer of
this Warrant or of any share of Warrant Stock issued or issuable upon the
exercise of this Warrant in any manner which interferes with the timely exercise
of this Warrant. The Company shall from time to time take all such action as may
be necessary to assure that the par value per share of the unissued Warrant
Stock acquirable upon exercise of this Warrant is at all times equal to or less
than the Exercise Price then in effect.

                                       2
<PAGE>

            (vi) The Company shall at all times reserve and keep available out
of its authorized but unissued shares of Common Stock, solely for the purpose of
issuance upon the exercise of this Warrant, such number of shares of Warrant
Stock issuable upon the exercise of this Warrant. The Company shall take all
such actions as may be necessary to assure that all such shares of Warrant Stock
may be so issued without violation of any applicable law or governmental
regulation or any requirements of any domestic securities exchange upon which
shares of Warrant Stock may be listed (except for official notice of issuance
which shall be immediately delivered by the Company upon each such issuance).
The Company shall not take any action which would cause the number of authorized
but unissued shares of Warrant Stock to be less than the number of such shares
required to be reserved hereunder for issuance upon exercise of this Warrant.

            1C. Exercise Agreement. Upon any exercise of this Warrant, the
Exercise Agreement shall be substantially in the form set forth in Annex I
hereto, except that if the shares of Warrant Stock are not to be issued in the
name of the Person in whose name this Warrant is registered, the Exercise
Agreement shall also state the name of the Person to whom the certificates for
the shares of Warrant Stock are to be issued, and if the number of shares of
Warrant Stock to be issued does not include all the shares of Warrant Stock
purchasable hereunder, it shall also state the name of the Person to whom a new
Warrant for the unexercised portion of the rights hereunder is to be delivered.
Such Exercise Agreement shall be dated the actual date of execution thereof.

            1D. Fractional Shares. If a fractional share of Warrant Stock would,
but for the provisions of paragraph 1A, be issuable upon exercise of the rights
represented by this Warrant, the Company shall, within five business days after
the date of the Exercise Time, deliver to the Purchaser a check payable to the
Purchaser in lieu of such fractional share in an amount equal to the difference
between the Market Price of such fractional share as of the date of the Exercise
Time and the Exercise Price of such fractional share.

            1E. Restrictive Legend. Unless registered under the Securities Act
of 1933, as amended (the "Act"), each certificate for Warrant Stock purchased
upon exercise of this Warrant shall bear a legend as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR APPLICABLE STATE LAW AND
MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED PLEDGED OR
HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT
TO SUCH SECURITIES, OR DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER OF THESE SECURITIES THAT SUCH OFFER, SALE OR
TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION OR OTHERWISE IN
COMPLIANCE WITH THE ACT AND APPLICABLE STATE LAW.

                                       3
<PAGE>

            Section 2. Adjustment of Exercise Price and Number of Shares. The
Exercise Price shall be subject to adjustment from time to time as provided in
this Section 2, and the number of shares of Warrant Stock obtainable upon
exercise of this Warrant shall be subject to adjustment from time to time as
provided in this Section 2.

            2A. Subdivision or Combination of Common Stock. If the Company at
any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of shares of Warrant
Stock obtainable upon exercise of this Warrant shall be proportionately
increased. If the Company at any time combines (by reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased and the number of shares of
Warrant Stock obtainable upon exercise of this Warrant shall be proportionately
decreased.

            2B. Notices. Promptly following any adjustment of the Exercise
Price, the Company shall give written notice thereof to the Registered Holder,
setting forth in reasonable detail and certifying the calculation of such
adjustment.

            Section 3. Definitions. The following terms have meanings set forth
below:

            "Common Stock" means, collectively, the Company's Common Stock and
any capital stock of any class of the Company hereafter authorized which is not
limited to a fixed sum or percentage of par or stated value in respect to the
rights of the holders thereof to participate in dividends or in the distribution
of assets upon any liquidation, dissolution or winding up of the Company.

            "Market Price" means as to any security the average of the closing
prices of such security's sales on all domestic securities exchanges on which
such security may at the time be listed, or, if there have been no sales on any
such exchange on any day, the average of the highest bid and lowest asked prices
on all such exchanges at the end of such day, or, if on any day such security is
not so listed, the average of the representative bid and asked prices quoted in
the NASDAQ System as of 4:00 P.M., New York time, on such day, or, if on any day
such security is not quoted in the NASDAQ System, the average of the highest bid
and lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over a period of 21 days
consisting of the day as of which "Market Price" is being determined and the 20
consecutive business days prior to such day; provided that if such security is
listed on any domestic securities exchange the term "business days" as used in
this sentence means business days on which such exchange is open for trading. If
at any time such security is not listed on any domestic securities exchange or
quoted in the NASDAQ System or the domestic over-the-counter market, the "Market
Price" shall be the fair value thereof determined jointly by the Company and the
Registered Holders; provided that if such parties are unable to reach agreement
within a reasonable period of time, such fair value shall be determined by an
appraiser selected by the Company and approved by the Registered Holder (such
approval not to be unreasonably withheld). The determination of such appraiser
shall be final and binding on the Company and the Registered Holder, and the
fees and expenses of such appraiser shall be paid by the Company.

                                       4
<PAGE>

            "Person" means an individual, a partnership, a joint venture, a
corporation, a limited liability company, a trust, an unincorporated
organization and a government or any department or agency thereof.

            "Warrant Stock" means the Company's Common Stock, par value $0.001
per share.

            Other capitalized terms used in this Warrant but not defined herein
shall have the meanings set forth in the Purchase Agreement. Section 4.
Registration Rights.


            4A. "Piggy-Back" Registration. The Registered Holder of this Warrant
shall have the right to include all or any portion of this Warrant requested by
the Registered Holder and all of the securities underlying such Warrant,
including the Warrant Stock underlying this Warrant (collectively, the
"Registrable Securities"), as part of any registration statement proposed to be
filed by the Company with the Securities and Exchange Commission for the purpose
of registering any of its Common Stock for its own or its officers', directors',
or shareholders' accounts under the Act for a public offering for cash(other
than in connection with a transaction contemplated by Rule 145(a) promulgated
under the Act or pursuant to Form S-8); provided that this Warrant has been
exercised, or is exercisable prior to the closing of such registration.

            4B. Terms. The Company shall bear all fees and expenses attendant
upon registering the Registrable Securities, but the Registered Holder shall pay
any and all underwriting commissions and the expenses of any legal counsel
selected by the Registered Holder to represent it in connection with the sale of
the Registrable Securities. In the event of such a proposed registration, the
Company shall furnish the Registered Holder of outstanding Registrable
Securities with not less than forty-five (45) days' written notice thereof prior
to the proposed date of filing of such registration statement. Such notice to
the Registered Holder shall continue to be given for each registration statement
filed by the Company until such time as all of the Registrable Securities have
been registered. The Registered Holder of the Registrable Securities shall
exercise the "piggy-back" rights provided for herein by giving written notice,
within thirty (30) days of the receipt of the Company's notice of its intention
to file a registration statement. The Company shall have the absolute right to
withdraw or cease to prepare or file any registration statement for any offering
referred to in this Section 5 without any obligation or liability to any
Registered Holder.

            4C. Reduction in Registration Rights. Notwithstanding 5B above, if
any managing underwriter of the securities being offered pursuant to any
registration statement under this Section 4 advises the Company in writing that,
in its opinion, the number of shares to be sold by persons other than the
Company would materially and adversely affect such offering, or the timing
thereof, then the Company shall reduce, pro rata (based upon the number of
shares requested to be included by the Company's officers', directors',
shareholders' and all other securities sought to be registered pursuant to the
exercise of contractual rights comparable to the rights granted in this Section
5) the number of Registrable Securities to a number deemed satisfactory by such
managing underwriter.

                                       5
<PAGE>

            4D. Lock-up. Further in the event that any managing underwriter of
the securities being offered pursuant to any registration statement under this
Section 5 requires, as a condition of including for registration shares
belonging to the Company's officers, directors, shareholders, that such
officers, directors and shareholders agree to delay the offering and sale of
such registered securities for a period of time (the "Lock-Up Period"), the
Registered Holder hereof shall agree to such Lock-Up Period, provided that such
Lock-Up be on the same terms and conditions as that of the Company's officers,
directors and other shareholders.

            4E. Limitations. Each Registered Holder shall be entitled to have
its Registrable Securities included in up to three (3) piggy-back registrations
pursuant to this Section 5, provided that, if all of the Registrable Securities
are not registered due to the provisions of Section 5C hereof, then the
limitations contained herein shall not be effective.

            4F. Indemnification.

            (i) In the event of any registration of any of the Registered
Holder's Registrable Securities under this Section 5, the Company shall
indemnify and hold harmless the Registered Holder, the Registered Holder's
directors, officers, and each entity or person controlling Registered Holder
within the meaning of Section 15 of the Securities Act, if any, with respect to
which such registration, qualification or compliance has been effected pursuant
to this Section 5, and each underwriter, if any, and each entity or person who
controls any underwriter within the meaning of Section 15 of the Securities Act,
against all expenses, claims, losses, damages and liabilities (or actions in
respect thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made,
not misleading, or any violation by Company of any rule or regulation
promulgated under the Securities Act applicable to Company and relating to
action or inaction required of Company in connection with any such Registration,
qualification or compliance, and shall reimburse Registered Holder, each of
Registered Holder's directors, officers, employees and agents, and each entity
or person controlling Registered Holder, each such underwriter and each entity
or person who controls any such underwriter, for any legal and any other
expenses reasonably incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action, provided that
Company shall not be liable to Registered Holder or an underwriter in any such
case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based solely on any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to Company by an instrument duly executed by
Registered Holder or an underwriter and stated to be specifically for use
therein.

                                       6
<PAGE>

            (ii) Registered Holder shall, if Registrable Securities are included
in the securities as to which a Registration, qualification or compliance has
been effected pursuant to this Section 5, indemnify Company, each of its
directors and officers, each underwriter, if any, of Company's securities
covered by such registration, qualification or compliance, each entity or person
who controls Company or such underwriter within the meaning of Section 15 of the
Securities Act, and each of its directors, officers, employees and agents,
against all expenses, claims, losses, damages and liabilities (or actions in
respect thereof), including any of the foregoing incurred in settlement of any
litigation commenced or threatened, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such Registration,
qualification or compliance or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances in which they were
made, not misleading, or any violation by Company of any rule or regulation
promulgated under the Securities Act applicable to Company in connection with
any such Registration, qualification, or compliance, and shall reimburse
Company, such directors, officers, employees, agents, underwriters or control
persons for any legal or any other expenses reasonably incurred in connection
with investigating, preparing or defending any such claim, loss, damage,
liability or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement, prospectus, offering circular
or other document or any amendment or supplement thereto in reliance upon and in
conformity with written information furnished to Company by an instrument duly
executed by Registered Holder and stated to be specifically for use therein;
provided, however, that Registered Holder's obligations hereunder shall be
limited to an amount equal to the proceeds Registered Holder received for Shares
sold as contemplated herein.

            (iii) Each party entitled to indemnification under this section (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not be unreasonably
withheld), and the Indemnified Party may participate in such defense at its own
expense, and provided further that the failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this section unless such failure resulted in actual detriment
to the Indemnifying Party. No Indemnifying Party, in the defense of any such
claim or litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party a release from all liability in respect of such claim
or litigation.

            (iv) If the indemnification provided for in this section is held by
a court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage, or expense, as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.

                                       7
<PAGE>

            Section 5. No Voting Rights; Limitations of Liability. Except as
otherwise set forth in this Warrant, this Warrant shall not entitle the holder
hereof to any voting rights or other rights as a stockholder of the Company. No
provision hereof, in the absence of affirmative action by the Registered Holder
to purchase Warrant Stock, and no enumeration herein of the rights or privileges
of the Registered Holder shall give rise to any liability of such holder for the
Exercise Price of Warrant Stock acquirable by exercise hereof or as a
stockholder of the Company.

            Section 6. Transfers, etc. Subject to the transfer conditions
referred to in the legend endorsed hereon, this Warrant and all rights hereunder
are transferable, in whole or in part, without charge to the Registered Holder,
upon surrender of this Warrant with a properly executed Assignment (in the form
of Annex II hereto) at the principal office of the Company.

            Section 7. Warrant Exchangeable for Different Denominations. This
Warrant is exchangeable, upon the surrender hereof by the Registered Holder at
the principal office of the Company, for new Warrants of like tenor representing
in the aggregate the purchase rights hereunder, and each of such new Warrants
shall represent such portion of such rights as is designated by the Registered
Holder at the time of such surrender. The date the Company initially issues this
Warrant shall be deemed to be the "Date of Issuance" hereof regardless of the
number of times new certificates representing the unexpired and unexercised
rights formerly represented by this Warrant shall be issued. All Warrants
representing portions of the rights hereunder are referred to herein as the
"Warrants."

            Section 8. Replacement. Upon receipt of evidence reasonably
satisfactory to the Company (an affidavit of the Registered Holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
any certificate evidencing this Warrant, and in the case of any such loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the Company
(provided that if the holder is a financial institution or other institutional
investor its own agreement shall be satisfactory), or, in the case of any such
mutilation upon surrender of such certificate, the Company shall (at its
expense) execute and deliver in lieu of such certificate a new certificate of
like kind representing the same rights represented by such lost; stolen,
destroyed or mutilated certificate and dated the date of such lost, stolen,
destroyed or mutilated certificate.

            Section 9. Notices. Except as otherwise expressly provided herein,
all notices referred to in this Warrant shall be in writing and shall be
delivered personally or sent by reputable overnight courier service (charges
prepaid) and shall be deemed to have been given when so delivered or sent (i) to
the Company, at its principal executive offices and (ii) to the Registered
Holder of this Warrant, at such holder's address as it appears in the records of
the Company (unless otherwise indicated by any such holder).

                                       8
<PAGE>

            Section 10. Amendment and Waiver. Except as otherwise provided
herein, the provisions of this Warrant may be amended by the Company in any
manner that does not adversely affect the right of the Registered Holder. The
provisions of this Warrant may also be amended and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, only if the Company has obtained the written consent of the
Registered Holder.

            Section 11. Descriptive Headings; Governing Law. THE CORPORATE LAW
OF THE COMPANY'S STATE OF INCORPORATION SHALL GOVERN ALL ISSUES AND QUESTIONS
CONCERNING THE RELATIVE RIGHTS AND OBLIGATIONS OF THE COMPANY AND ITS
STOCKHOLDERS. ALL OTHER ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF
THE STATE OF TEXAS OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY OTHER JURISDICTION OTHER THAN THE STATE OF TEXAS.

                                     * * * *

                    BALANCE OF PAGE INTENTIONALLY LEFT BLANK

                                       9
<PAGE>

      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and
attested by its duly authorized officers under its corporate seal and to be
dated the Date of Issuance hereof.


                                         UNITED HERITAGE CORPORATION


                                         By
                                            ------------------------------------

                                         Its
                                             -----------------------------------

Attest:



----------------------------------------
             Secretary


<PAGE>

                                                                         ANNEX I

                               EXERCISE AGREEMENT


To: UNITED HERITAGE CORPORATION

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

The undersigned, pursuant to the provisions set forth in the attached Warrant
(Certificate No. W-___, hereby agrees to subscribe for the purchase of
_______________ shares of the Warrant Stock covered by such Warrant and makes
payment herewith in full therefor at the price per share provided by such
Warrant as follows:

CHECK ONE:

|_|   By check (enclosed herewith) payable to the order of the Company in the
      amount of $______________, such sum being the amount equal to the product
      of the Exercise Price multiplied by the number of shares of Warrant Stock
      being purchased upon such exercise (the "Aggregate Exercise Price").

|_|   By the surrender to the Company of equity securities of the Company or any
      of its wholly-owned Subsidiaries (enclosed herewith) having a Market Price
      equal to the Aggregate Exercise Price of the Warrant Stock being purchased
      upon such exercise, plus a check payable to the order of the Company in
      such sum, if any, required (i) to complete the full Aggregate Exercise
      Price.

|_|   By advising the Company hereby that the undersigned is exercising the
      Warrant (or a portion thereof) and hereby authorizing the Company to
      withhold from issuance a number of shares of Warrant Stock issuable upon
      such exercise of the Warrant which when multiplied by the Market Price of
      the Warrant Stock is equal to the Aggregate Exercise Price (and such
      withheld shares shall no longer be issuable under this Warrant).

                                         Registered Holder:
                                                           ---------------------
                                         Signature:
                                                   -----------------------------
                                         Title:
                                               ---------------------------------
                                         Address:
                                                 -------------------------------

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

                                         ---------------------------------------
                                         SSN/EIN:
                                                 -------------------------------


<PAGE>

                                                                        ANNEX II


                                   ASSIGNMENT

FOR VALUE RECEIVED, ________________________hereby sells, assigns and transfers
all of the rights of the undersigned under the attached Warrant (Certificate No.
W-___) with respect to the number of shares of the Warrant Stock covered thereby
set forth below, unto:

-------------------------------------------------------------------------------
|ASSIGNEE                | ADDRESS              |   NUMBER OF SHARES          |
|------------------------|----------------------|-----------------------------|
|                        |                      |                             |
|                        |                      |                             |
|                        |                      |                             |
|------------------------|----------------------|-----------------------------|
|                        |                      |                             |
|                        |                      |                             |
|                        |                      |                             |
|                        |                      |                             |
-------------------------------------------------------------------------------


Dated:                                   Signature

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

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

                                         Witness

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