EXHIBIT
        4(vi)

       

      NEW
        GENERATION HOLDINGS, INC.

      


      WARRANT
        TO PURCHASE

      COMMON
        STOCK

      


      
        
          	
                  W-200_-

                	
                  ______
                    __, 200__

                


        

      

      


      THIS
        WARRANT, AND ALL SHARES OF COMMON STOCK ISSUABLE UNDER THIS WARRANT, HAVE
        BEEN
        AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933,
        AS
        AMENDED ("THE ACT"). SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON
        TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
        PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
        TO
        REGISTRATION OR EXEMPTION THEREFROM.

      


      THIS
        CERTIFIES THAT, for value received, ______ (the "Investor"), or its permitted
        assigns is entitled, subject to the terms and conditions of this Warrant,
        at any
        time after the Effective Date and before 5:00 P.M. New York City time on
        the
        Expiration Date, to purchase from New Generation Holdings, Inc., a Delaware
        corporation (the "Company"), ______ (______) shares of Common Stock (“Warrant
        Stock”), at an initial exercise price per share of Thirty-Five Cents ($0.35),
        subject to adjustment as provided in Section 4 hereof. 

      


      1.    DEFINITIONS:
        As
        used
        in this Warrant, the following terms shall have the following respective
        meanings:

      


      “Affiliate”
        when
        used with respect to any Person, shall mean (a) any other Person which,
        directly or indirectly, controls or is controlled by or is under common control
        with such Person, and (b) any executive officer or director of such
        Person
        and any executive officer, director or general partner of the other Person
        which
        controls such Person. For the purposes of this definition, "control" (including
        the correlative meanings of the terms "controlling", "controlled by" and
        "under
        common control with"), with respect to any Person, shall mean possession,
        directly or indirectly, of the power to direct or cause the direction of
        the
        management and policies of such Person, whether through the ownership of
        voting
        securities or by contract or otherwise.

      


      "Common
        Stock"
        shall
        mean the Company's Common Stock, par value $0.001.

      


      “Effective
        Date"
        shall
        mean the date first set forth above.

      


      "Expiration
        Date"
        shall
        mean three (3) years from the Effective Date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      "Fair
        Market Value"
        of a
        share of Warrant Stock as of a particular date shall mean:

      


      (a)    If
        traded
        on a securities exchange or the Nasdaq National Market, the Fair Market Value
        shall be deemed to be the average of the closing prices of the Common Stock
        on
        such exchange or market over the five (5) business days ending on the day
        immediately prior to the applicable date of valuation;

      


      (b)    If
        actively traded over-the-counter, the Fair Market Value shall be deemed to
        be
        the average of the closing bid prices over the 30-day period ending on the
        day
        immediately prior to the applicable date of valuation; and

      


      (c)    If
        there
        is no active public market, the Fair Market Value shall be the value thereof,
        as
        agreed upon by the Company and the Holder; provided,
        however,
        that if
        the Company and the Holder cannot agree on such value, such value shall be
        determined by an independent valuation firm experienced in valuing businesses
        such as the Company and jointly selected in good faith by the Company and
        the
        Holder. Fees and expenses of the valuation firms shall be paid solely by
        the
        Company.

      


      "Holder"
        shall
        mean the Investor or its permitted registered assigns.

      


      "Person"
        shall
        mean any individual, corporation, partnership, limited liability company,
        trust
        or other entity or organization, including any governmental authority or
        political subdivision thereof.

      


      "Purchase
        Price"
        shall
        mean, for each share of Common Stock, Thirty-Five Cents ($0.35), subject
        to
        adjustment as provided for herein.

      


      "Registered
        Holder"
        shall
        mean any Holder in whose name this Warrant is registered upon the books and
        records maintained by the Company.

      


      "SEC"
        shall
        mean the United States Securities and Exchange Commission.

      


      "Warrant"
        shall
        mean this Warrant and any warrant delivered in substitution or exchange therefor
        as provided herein.

      


      "Warrant
        Stock"
        shall
        mean the Common Stock and any other securities at any time issued, receivable
        or
        issuable upon exercise of this Warrant.

      


      2.    EXERCISE
        OF WARRANT.

      


      2.1    Payment.
        Subject
        to compliance with the terms and conditions of this Warrant and applicable
        securities laws, this Warrant may be exercised, in whole or in part at any
        time
        or from time to time, from and after the Effective Date and on or before
        the
        Expiration Date by delivery (including, without limitation, delivery by
        facsimile) of the form of Notice of Exercise attached hereto as Exhibit
        1
        (the
        "Notice
        of Exercise"),
        duly
        executed by the Holder, to the Company at its principal office, and as soon
        as
        practicable after such date, surrendering:

      


      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      (a)    this
        Warrant at the principal office of the Company, and

      


      (b)    payment
        in cash, by check or by wire transfer of an amount equal to the product obtained
        by multiplying the number of shares of Warrant Stock being purchased upon
        such
        exercise by the then effective Purchase Price (the "Exercise
        Amount").

      


      2.2    Net
        Issue Exercise Net
        Issue Exercise"
        .
        In lieu
        of the payment methods set forth in Section 2.1(b) above, the Holder may
        elect
        to exchange all or some of the Warrant for shares of Warrant Stock equal
        to the
        value of the amount of the Warrant being exchanged on the date of exchange.
        If
        the Holder elects to exchange this Warrant as provided in this Section 2.2,
        the
        Holder shall tender to the Company the Warrant for the amount being exchanged,
        along with written notice of the Holder's election to exchange some or all
        of
        the Warrant, and the Company shall issue to the Holder the number of shares
        of
        the Warrant Stock computed using the following formula:

      


      X
        =
Y
        (A-B)

      A

      


      Where:

      


      X
        = the
        number of shares of Warrant Stock to be issued to the Holder;

      


      Y
        = the
        total number of shares of Warrant Stock as to which this Warrant is being
        exercised;

      


      A
        = the
        Fair Market Value of one share of Warrant Stock; and

      


      B
        = the
        Purchase Price of one share of Warrant Stock (as adjusted to the date of
        such
        calculation).

      


      All
        references herein to an "exercise" of the Warrant shall include an exchange
        pursuant to this Section 2.2. 

      


      2.3    "Easy
        Sale" Exercise
        In lieu
        of the payment methods set forth in Section 2.1 (b) above, when permitted
        by law
        and applicable regulations (including exchange, Nasdaq and NASD rules and
        including that all shares so issued will be deemed to be fully paid,
        non-assessable and properly listed or admitted for trading), the Holder may
        pay
        the Purchase Price through a "same day sale" commitment from the Holder (and
        if
        applicable a broker-dealer that is a member of the National Association of
        Securities Dealers (a "NASD Dealer')), whereby the Holder irrevocably elects
        to
        exercise this Warrant and to sell a portion of the shares so purchased to
        pay
        for the Purchase Price and the Holder (or, if applicable, the NASD Dealer)
        commits upon sale (or, in the case of the NASD Dealer, upon receipt) of such
        shares to forward the Purchase Price directly to the Company.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      


      2.4    Stock
        Certificates; Fractional Shares.
        As soon
        as practicable on or after any date of exercise of this Warrant pursuant
        to this
        Section 2, the Company shall issue and deliver to the Person or Persons entitled
        to receive the same a certificate or certificates for the number of whole
        shares
        of Warrant Stock issuable upon such exercise, together with cash in lieu
        of any
        fraction of a share equal to such fraction of the current Fair Market Value
        of
        one whole share of Warrant Stock as of the date of exercise of this Warrant.
        No
        fractional shares or scrip representing fractional shares shall be issued
        upon
        an exercise of this Warrant.

      


      2.5    Partial
        Exercise; Effective Date of Exercise.
        In case
        of any partial exercise of this Warrant, the Company shall cancel this Warrant
        upon surrender hereof and shall execute and deliver a new Warrant of like
        tenor
        and date for the balance of the shares of Warrant Stock purchasable hereunder.
        This Warrant shall be deemed to have been exercised immediately prior to
        the
        close of business on the date of its surrender for exercise as provided above.
        The Person entitled to receive the shares of Warrant Stock issuable upon
        exercise of this Warrant shall be treated for all purposes as the holder
        of
        record of such shares as of the close of business on the date the Holder
        is
        deemed to have exercised this Warrant.

      


      3.    VALID
        ISSUANCE; TAXES. All
        shares of Warrant Stock issued upon the exercise of this Warrant shall be
        validly issued, fully paid and non-assessable; provided that the Company
        shall
        pay all taxes and other governmental charges that may be imposed in respect
        of
        the issue or delivery thereof. The Company shall not be required to pay any
        tax
        or other charge imposed in connection with any transfer involved in the issuance
        of any certificate for shares of Warrant Stock in any name other than that
        of
        the Registered Holder of this Warrant, and in such case the Company shall
        not be
        required to issue or deliver any stock certificate or security until such
        tax or
        other charge has been paid, or it has been established to the Company's
        reasonable satisfaction that no tax or other charge is due.

      


      4.    ADJUSTMENT
        OF PURCHASE PRICE AND NUMBER OF SHARES.
        The
        number of shares of Warrant Stock issuable upon exercise of this Warrant
        (or any
        shares of stock or other securities or property receivable or issuable upon
        exercise of this Warrant) and the Purchase Price are subject to adjustment
        upon
        occurrence of any of the following events:

      


      4.1    Adjustment
        for Stock Splits, Stock Subdivisions or Combinations of Shares.
        The
        Purchase Price of this Warrant shall be proportionally decreased and the
        number
        of shares of Warrant Stock issuable upon exercise of this Warrant (or any
        shares
        of stock or other securities at the time issuable upon exercise of this Warrant)
        shall be proportionally increased to reflect any stock split or subdivision
        of
        the Warrant Stock. The Purchase Price of this Warrant shall be proportionally
        increased and the number of shares of Warrant Stock issuable upon exercise
        of
        this Warrant (or any shares of stock or other securities at the time issuable
        upon exercise of this Warrant) shall be proportionally decreased to reflect
        any
        combination of the Warrant Stock.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

      


      4.2    Reclassification.
        If the
        Company, by reclassification of securities or otherwise, shall change any
        of the
        securities as to which purchase rights under this Warrant exist into the
        same or
        a different number of securities of any other class or classes, this Warrant
        shall thereafter represent the right to acquire such number and kind of
        securities as would have been issuable as the result of such change with
        respect
        to the securities that were subject to the purchase rights under this Warrant
        immediately prior to such reclassification or other change and the Purchase
        Price therefor shall be appropriately adjusted, all subject to further
        adjustment as provided in this Section 4.

      


      4.3    Adjustment
        for Capital Reorganization, Merger or Consolidation.
        In case
        of any reorganization of the capital stock of the Company (other than a
        combination, reclassification, exchange or subdivision of shares otherwise
        provided for herein), or any merger or consolidation of the Company with
        or into
        another Person, or the sale of all or substantially all of the assets of
        the
        Company, then, and in each such case, as a part of such reorganization, merger,
        consolidation, sale or transfer, lawful provision shall be made so that the
        Holder of this Warrant shall thereafter be entitled to receive upon exercise
        of
        this Warrant, during the period specified herein and upon payment of the
        Purchase Price then in effect, the number of shares of stock or other securities
        or property of the successor Person resulting from such reorganization, merger,
        consolidation, sale or transfer that a holder of the shares deliverable upon
        exercise of this Warrant would have been entitled to receive in such
        reorganization, consolidation, merger, sale or transfer if this Warrant had
        been
        exercised immediately before such reorganization, merger, consolidation,
        sale or
        transfer, all subject to further adjustment as provided in this Section 4.
        The
        foregoing provisions of this Section 4.3 shall similarly apply to successive
        reorganizations, consolidations, mergers, sales and transfers and to the
        stock
        or securities of any other Person that are at the time receivable upon the
        exercise of this Warrant. If the per-share consideration payable to the Holder
        hereof for shares in connection with any such transaction is in a form other
        than cash or marketable securities, then the value of such consideration
        shall
        be determined in good faith by the Company's Board of Directors. In all events,
        appropriate adjustment (as determined in good faith by the Company's Board
        of
        Directors) shall be made in the application of the provisions of this Warrant
        with respect to the rights and interests of the Holder after the transaction,
        to
        the end that the provisions of this Warrant shall be applicable after that
        event, as near as reasonably may be, in relation to any shares or other property
        deliverable after that event-upon exercise of this Warrant.

      


      5.    CERTIFICATE
        AS TO ADJUSTMENTS5. CERTIFICATE
        AS TO ADJUSTMENTS"
        .
        In each
        case of any adjustment in the Purchase Price, or number or type of shares
        issuable upon exercise of this Warrant, the Chief Financial Officer or
        Controller of the Company shall compute such adjustment in accordance with
        the
        terms of this Warrant and prepare a certificate setting forth such adjustment
        and showing in detail the facts upon which such adjustment is based, including
        a
        statement of the adjusted Purchase Price. The Company shall promptly send
        (by
        facsimile and by either first class mail, postage prepaid or overnight delivery)
        a copy of each such certificate to the Holder.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      


      6.    LOSS
        OR MUTILATION.
        Upon
        receipt of evidence reasonably satisfactory to the Company of the ownership
        of
        and the loss, theft, destruction or mutilation of this Warrant, and of indemnity
        reasonably satisfactory to it, and (in the case of mutilation) upon surrender
        and cancellation of this Warrant, the Company shall execute and deliver in
        lieu
        thereof a new Warrant of like tenor as the lost, stolen, destroyed or mutilated
        Warrant.

      


      7.    RESERVATION
        OF WARRANT STOCK. .
        The
        Company hereby covenants that at all times there shall be reserved for issuance
        and delivery upon exercise of this Warrant such number of shares of Warrant
        Stock, Common Stock or other shares of capital stock of the Company as are
        from
        time to time issuable upon exercise of this Warrant and, from time to time,
        will
        take all steps necessary to amend its Articles of Incorporation to provide
        sufficient reserves of shares of Warrant Stock issuable upon exercise of
        this
        Warrant. All such shares shall be duly authorized, and when issued upon such
        exercise, shall be validly issued, fully paid and non-assessable, free and
        clear
        of all liens, security interests, charges and other encumbrances or restrictions
        on sale and free and clear of all preemptive rights, except encumbrances
        or
        restrictions arising under federal or state securities laws. Issuance of
        this
        Warrant shall constitute full authority to the Company's officers who are
        charged with the duty of executing stock certificates to execute and issue
        the
        necessary certificates for shares of Warrant Stock upon the exercise of this
        Warrant.

      


      8.    RESTRICTIONS
        ON TRANSFER.
        The
        Holder, by acceptance hereof, agrees that, absent an effective registration
        statement filed with the SEC under the Securities Act of 1933, as amended
        (the
        "Securities Act"), covering the disposition or sale of this Warrant or the
        Warrant Stock issued or issuable upon exercise hereof, as the case may be,
        and
        registration or qualification under applicable state securities laws, such
        Holder will not sell, transfer, pledge, or hypothecate any or all such Warrants
        or Warrant Stock, as the case may be, unless either (a) the Company has received
        an opinion of counsel, in form and substance reasonably satisfactory to the
        Company, to the effect that such registration is not required in connection
        with
        such disposition or (b) the sale of such securities is made pursuant to SEC
        Rule
        144.

      


      9.    COMPLIANCE
        WITH SECURITIES LAWS.
        By
        acceptance of this Warrant, the Holder hereby represents, warrants and
        covenants: (a) that any shares of stock purchased upon exercise of the Warrant
        shall be acquired for investment only and not with a view to, or for sale
        in
        connection with, any distribution thereof; (b) that the Holder has had such
        opportunity as such Holder has deemed adequate to obtain from representatives
        of
        the Company such information as is necessary to permit the Holder to evaluate
        the merits and risks of its investment in the Company; (c) that the Holder
        is
        able to bear the economic risk of holding such shares as may be acquired
        pursuant to the exercise of this Warrant for an indefinite period; (d) that
        the
        Holder understands that the shares of stock acquired pursuant to the exercise
        of
        this Warrant will not be registered under the Securities Act (unless otherwise
        required pursuant to exercise by the Holder of the registration rights, if
        any,
        previously granted to the Registered Holder) and will be "restricted securities"
        within the meaning of SEC Rule 144 and that the exemption from registration
        under Rule 144 will not be available for at least one year from the date
        of
        exercise of this Warrant, subject to any special treatment by the SEC for
        exercise of this Warrant pursuant to Section 2.2, and even then will not
        be
        available unless a public market then exists for the stock, adequate information
        concerning the Company is then available to the public, and other terms and
        conditions of Rule 144 are complied with; (e) that all stock certificates
        representing shares of stock issued to the Holder upon exercise of this Warrant
        or upon conversion of such shares may have affixed thereto a legend
        substantially in the following form:

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      


      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
        THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
        AND
        MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PREMITTED UNDER THE ACT AND THE
        APPLICABLE STATE SECURITIES LAWS, PURSUANT OT REGSITRATION OR EXEMPTION
        THEREFROM.

      


      10.    NO
        RIGHTS OR LIABILTIES AS STOCKHOLDERS.
        This
        Warrant shall not entitle the Holder to any voting rights or other rights
        as a
        stockholder of the Company. In the absence of affirmative action by such
        Holder
        to purchase Warrant Stock by exercise of this Warrant, no provisions of this
        Warrant, and no enumeration herein of the rights or privileges of the Holder
        hereof shall cause such Holder hereof to be a stockholder of the Company
        for any
        purpose.

      


      11.    NOTICE.
        All
        notices and other communications from the Company to the Registered Holder
        shall
        be sent to the Registered Holder at the address for such Registered Holder
        set
        forth on the Company's books and records.

      


      12.    HEADINGS;
        SECTION REFERENCE.
        The
        headings in this Warrant are for purposes of convenience in reference only,
        and
        shall not be deemed to constitute a part hereof. All Section references herein
        are references, to Sections of this Warrant unless specified
        otherwise.

      


      13.    LAW
        GOVERNING.
        This
        Warrant shall be construed and enforced in accordance with, and governed
        by, the
        internal laws of the State of New York, without regard to its conflict of
        laws
        rules. The Company and by acceptance hereof, the Investor hereby consent
        to the
        jurisdiction of any state or federal court located within the County of Nassau,
        State of New York, and irrevocably agree that all actions or proceedings
        relating to this Warrant shall be litigated in such courts, and the Company
        and
        the Investor waive any objection which it may have based on improper venue
        or
        forum non-conveniens
        to the
        conduct of any proceeding in any such court.

      


      14.    NO
        IMPAIRMENT.
        The
        Company will not, by amendment of its Articles of Incorporation or bylaws,
        or
        through reorganization, consolidation, merger, dissolution, issue or sale
        of
        securities, sale of assets or any other voluntary action, avoid or seek to
        avoid
        the observance or performance of any of the terms of this Warrant, but will
        at
        all times in good faith assist in the carrying out of all such terms and
        in the
        taking of all such action as may be necessary or appropriate in order to
        protect
        the rights of the Registered Holder of this Warrant against impairment. Without
        limiting the generality of the foregoing, the Company: (a) will not increase
        the
        par value of any shares of stock issuable upon the exercise of this Warrant
        above the amount payable therefor upon such exercise and (b) will take all
        such
        action as may be necessary or appropriate in order that the Company may validly
        and legally issue fully paid and non-assessable shares of Warrant Stock upon
        exercise of this Warrant.

      


      16.    SEVERABILITY.
        If any
        term, provision, covenant or restriction of this Warrant is held by a court
        of
        competent jurisdiction to be invalid, void or unenforceable, the remainder
        of
        the terms, provisions, covenants and restrictions of this Warrant shall remain
        in full force and effect and shall in no way be affected, impaired or
        invalidated.

      


      17.    COUNTERPARTS.
        For the
        convenience of the parties, any number of counterparts of this Warrant may
        be
        executed by the parties hereto and each such executed counterpart shall be,
        and
        shall be deemed to be, an original instrument.

      


      18.    NO
        INCONSISTENT AGREEMENTS.
        The
        Company will not on or after the date of this Warrant enter into any agreement
        with respect to its securities which is inconsistent with the rights granted
        to
        the Holder or otherwise conflicts with the provisions hereof. 

      


      19.    SATURDAYS,
        SUNDAYS AND HOLIDAYS.
        If the
        Expiration Date falls on a Saturday, Sunday or legal holiday, the Expiration
        Date shall automatically be extended until 5:00 P.M. the next business
        day.

      


      [The
        signature page follows.]


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        Company has executed this Warrant as of __________.

       

      
        	 	 	 
	 	NEW
                GENERATION HOLDINGS, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	
                Name:

                Title:

              
	 	 
	 	 
	 	 


      

      [Signature
        Page to Warrant]


      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      


      EXHIBIT
        1

      


      NOTICE
        OF EXERCISE

      


      (To
        be executed upon exercise of Warrant)

      


      NEW
        GENERATION HOLDINGS, INC. 

      


      The
        undersigned hereby irrevocably elects to exercise the right of purchase
        represented by the within Warrant Certificate for, and to purchase thereunder,
        the securities of NEW
        GENERATION HOLDINGS, INC. as
        provided for therein, and (check the applicable box):

      


      
        	1.  	
                Tenders
                  herewith payment of the exercise price in full in the form of cash
                  or a
                  certified or official bank check in same-day funds in the amount
                  of
                  $_______ for __________ such
                  securities.

              


      

      


      
        	2.  	
                Elects
                  the Net Issue Exercise option pursuant to Section 2.2 of the Warrant,
                  and
                  accordingly requests delivery of a net of _________ of such securities,
                  according to the following
                  calculation:

              


      

      


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

                


        

        
          	 	 	A   
                  (_______)


        

      

      


      Where:

      


      X
        = the
        number of shares of Warrant Stock to be issued to the Holder;

      


      Y
        = the
        total number of shares of Warrant Stock as to which this Warrant is being
        exercised;

      


      A
        = the
        Fair Market Value of one share of the Warrant Stock; and

      


      B
        = the
        Purchase Price of one share of Warrant Stock.

      


      
        	3.  	
                Elects
                  the Easy Sale Exercise option pursuant to Section 2.3 of the Warrant,
                  and
                  accordingly requests delivery of a net of ________ of such
                  securities.

              


      

      


      Please
        issue a certificate or certificates for such securities in the name of, and
        pay
        any cash for any fractional share to (please print name, address and social
        security number):

      


      Name: ______________________________________

      Address: ______________________________________

      Signature: ______________________________________

      


      Note:
        The
        above signature should correspond exactly with the name on the first page
        of
        this Warrant Certificate or with the name of the assignee appearing in the
        assignment form below.

      


      If
        said
        number of shares shall not be all the shares purchasable under the within
        Warrant Certificate, a new Warrant Certificate is to be issued in the name
        of
        said undersigned for the balance remaining of the shares purchasable thereunder
        rounded up to the next higher whole number of shares.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        2

      


      ASSIGNMENT

      


      (To
        be executed only upon assignment of Warrant or a portion
        thereof)

      


      WARRANT
        NO.___

      


      For
        value
        received, the undersigned hereby sells, assigns and transfers unto
        ____________________ the
        within Warrant or a portion thereof, together with all right, title and interest
        therein, and does hereby irrevocably constitute and appoint Secretary and/or
        Treasurer of the Company as attorney, to transfer said Warrant or such portion
        thereof on the books of the within-named Company with respect to the number
        of
        shares of Warrants Stock set forth below, with full power of substitution
        in the
        premises:

      
 

      And
        if
        said number of shares of Warrant Stock shall not be all the shares of Warrant
        Stock represented by the Warrant, a new Warrant is to be issued in the name
        of
        said undersigned for the balance remaining of the shares of Warrant Stock
        registered represented by said Warrant.

      


      Dated: ______________________________________

      


      Signature: ______________________________________

      


      Notice:
        The signature to the foregoing Assignment must correspond to the name as
        written
        upon the face of this security in every particular, without alteration or
        any
        change whatsoever; signature(s) must be guaranteed by an eligible guarantor
        institution (banks, stock brokers, savings and loan associations and credit
        unions with membership in an approved signature guarantee medallion program)
        pursuant to SEC Rule 17Ad-15.