EXHIBIT 10.3

      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 THE
      COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

                    Right to Purchase up to 472,000 Shares of
                  Common Stock of Catalyst Lighting Group, Inc.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. _______                                      Issue Date:  September 30, 2004

      CATALYST LIGHTING GROUP,  INC., a corporation  organized under the laws of
the  State of  Delaware  (the  "COMPANY"),  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
September  30, 2009 (the  "EXPIRATION  DATE"),  up to Four  Hundred  Seventy-Two
Thousand  (472,000)  fully  paid and  nonassessable  shares of Common  Stock (as
hereinafter defined), $0.01 par value per share, at the Exercise Price per share
(as defined below).  The number and character of such shares of Common Stock and
the 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 the Company and any corporation
which shall succeed, or assume the obligations of, the Company 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 (i) 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 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.
<PAGE>

            (d) The  "EXERCISE  PRICE"  applicable  under this Warrant  shall be
$3.00 per share.

      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 Nasdaq but is traded on the
NASD OTC  Bulletin  Board,  then the mean of the  average of the closing bid and
asked  prices  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
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.


                                       2
<PAGE>

            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 date  confirmed  with the Company's  transfer  agent,  which shall not be
later than one business day after the date on which this Warrant shall have been
surrendered and payment made for such shares (the "EXERCISE  DATE").  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 of Common Stock on the  Exercise  Date,  together
with any other stock or other  securities and property  (including  cash,  where
applicable) to which such Holder is entitled upon such exercise pursuant hereto.

            2.2 Exercise.

            (a)  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)  and 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.


                                       3
<PAGE>

            (b)  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 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  where by a  majority  of the
voting  shares of the Company  have been  transferred,  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
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
<PAGE>

      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).


                                       5
<PAGE>

      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.

      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.  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, if required, 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,  except that at no time shall the  beneficial  ownership by the Holder and
its  affiliates  exceed  19.99% of the Common  Stock.  Notwithstanding  anything
contained  herein to the  contrary,  the  Company  shall have no  obligation  to
confirm the  ownership  percentage  of the Holder  either prior or subsequent to
conversion of any portion of this Warrant, the Company shall be entitled to rely
solely on the Exercise  Notice with respect to ownership of Common Stock and the
Company shall not incur any  liability of any kind,  type or nature to any party
as a result of any violation of this Section.


                                       6
<PAGE>

      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.

      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  or  via a  nationally  recognized  overnight
delivery  service,  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.  The Holder of this Warrant
shall have no voting or other rights given to holders of Common Stock.


                                       7
<PAGE>

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

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

                                     CATALYST LIGHTING GROUP, INC.


WITNESS:                             By:
                                        --------------------------
                                     Name:
                                          ------------------------
                                     Title:
-----------------------                    -----------------------


                                       9
<PAGE>

                                    EXHIBIT A

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

TO:   Catalyst Lighting Group, Inc.
      7700 Wyatt Drive
      Forth Worth, Texas 76109
      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:
                                               ---------------------------------

                                               ---------------------------------
<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 Catalyst  Lighting  Group,  Inc. (the  "Company") 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 the  Company  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 the face of the Warrant)

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

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

                                       SIGNED IN THE PRESENCE OF:


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

ACCEPTED AND AGREED:
[TRANSFEREE]


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