Exhibit 4.5


THIS WARRANT HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY APPLICABLE STATE SECURITIES
LAWS.  NO SALE OR DISPOSITION OF THIS
WARRANT MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.


Warrant   No. 5


Void after April 7, 2013


Date of Issuance:  February 15, 2005


Number of Warrant Shares:
70,675 Shares of Common Stock


TITAN
MACHINERY INC.


COMMON
STOCK PURCHASE WARRANT


THIS CERTIFIES THAT, for
value received, including, without limitation, the sum of $50.00 as
consideration paid for this Warrant, Titan Income
Holdings, LLLP and its registered assigns (hereinafter called the “Holder”)
is entitled to purchase from Titan Machinery Inc., a North Dakota corporation
(the “Company”), at any time after the date hereof and ending at 5:00
p.m. Central Time on the Expiration Date (as defined in Section 2 below), the
number of shares of the Company’s Common Stock (the “Warrant Shares”)
equal to the Number of Warrant Shares (see above).  The exercise price per share of this warrant
shall be the Warrant Exercise Price (see Section 1 below).  This Warrant may be exercised in whole or in
part, at the option of the Holder and in accordance with the provisions of
Sections 2 and 3 hereof.


1.                                       Defined
Terms. “Warrant Exercise Price” means $3.50 per share of Titan Machinery Inc. Common Stock.


2.                                       Termination.  This Warrant (and the right to purchase
securities upon exercise hereof) shall terminate and expire to the extent not
previously exercised at 5:00 p.m. Central Time on April 7, 2013 (the “Expiration
Date”).   If this Warrant has not
been previously exercised in full prior thereto, the Company agrees to provide
written notice to the Holder of the Expiration Date between 180 days and 30
days prior to the Expiration Date, provided, however, that if the Company shall
fail to provide such written notice for any reason, such failure shall not
extend the Expiration Date and the Company shall not be liable for any damages
resulting any failure to give such notice.


3.                                       Exercise.


3.1                                 Exercise.  This Warrant shall initially be exercisable,
at the Warrant Exercise Price, for that number of shares of Common Stock equal
to the Number of Warrant Shares.


3.2                                 Manner
of Exercise.  This Warrant may be
exercised by the Holder, in whole or in part, by surrendering this Warrant,
with the notice of exercise form attached hereto as Attachment A, duly executed
by such Holder or by such Holder’s duly authorized attorney, at the principal
office of the Company, or at such other office or agency as the Company may
designate, accompanied by payment in full in the amount of the Warrant Exercise
Price multiplied by the number of Warrant Shares purchased upon such exercise
(the “Purchase Price”).  The
Purchase Price may be paid by cash, check or wire transfer.


3.3                                 Effective
Time of Exercise.  Each exercise of
this Warrant shall be deemed to have been effected immediately prior to the
close of business on the day on which this Warrant shall have been surrendered
to the Company as provided in Section 3.2 above.  At such time, the person or persons in whose
name or names any



 1
 









certificates for Warrant
Shares shall be issuable upon such exercise shall be deemed to have become the
holder or holders of record of the Warrant Shares represented by such
certificates.


3.4                                 Net
Issue Exercise.


a.                                       In
lieu of exercising this Warrant in the manner provided above in Section 3.2,
the Holder may elect to receive shares equal to the value of this Warrant (or
the portion thereof being canceled) by surrender of this Warrant at the
principal office of the Company together with notice of such election in which
event the Company shall issue to such Holder a number of Warrant Shares
computed using the following formula:


X = Y
(A - B)

A


Where:


X = the number of Warrant
Shares to be issued to the Holder.


Y = the number of  Warrant Shares purchasable under this Warrant
or, if only a portion of the Warrant is being exercised, the portion of the
Warrant being canceled (at the date of such calculation).


A = the fair market value
of one Warrant Share (at the date of such calculation).


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


b.                                      For
purposes of this Section 3.4, the fair market value of one Warrant Share on the
date of calculation shall mean with respect to each Warrant Share:


(i)                                     if
the exercise is in connection with an initial public offering of the Company’s
Common Stock, and if the Company’s registration statement relating to such
public offering has been declared effective by the Securities and Exchange
Commission, then the fair market value per share shall be the product of (x)
the initial “Price to Public” specified in the final prospectus with respect to
the offering and (y) the number of shares of Common Stock into which each
Warrant Share is convertible at the date of calculation; or


(ii)                                  if
Section 3.4b(i) above is not applicable, the fair market value of a Warrant
Share shall be as determined in good faith by the Company’s Board of Directors,
unless the Company is at such time subject to an acquisition, in which case the
fair market value of a Warrant Share shall be deemed to be the value received
by the holders of such stock pursuant to such acquisition.


3.5                                 Delivery
to Holder.  As soon as practicable,
but in no event greater than ten (10) days, after the exercise of this Warrant
in whole or in part, the Company at its expense 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:


a.                                       a
certificate or certificates for the number of Warrant Shares to which such
Holder shall be entitled, and


b.                                      in
case such exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, calling in the aggregate on the face or faces thereof
for the number of Warrant Shares equal (without giving effect to any adjustment
therein) to the number of such shares called for on the face of this Warrant
minus the number of such shares purchased by the Holder upon such exercise as
provided above.


4.                                       Stock
Fully Paid; Reservation of Warrant Shares. 
All shares of stock which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issue thereof.  During the period within
which the rights represented by this Warrant may be exercised, the Company will
at all times have authorized and reserved for the purpose of



 2
 









issue upon exercise of
the purchase rights evidenced by this Warrant, a sufficient number of shares of
its stock to provide for the exercise of the rights represented by this
Warrant.  In the event that there is an
insufficient number of Warrant Shares reserved for issuance pursuant to the
exercise of this Warrant, the Company will take appropriate action to authorize
an increase in the capital stock to allow for such issuance or similar issuance
acceptable to the Holder.


5.                                       Adjustment
of Warrant Exercise Price and Number of Warrant Shares.  The number and kind of Warrant Shares
purchasable upon the exercise of this Warrant and the Warrant Exercise Price
shall be subject to equitable adjustment from time to time upon the occurrence
of certain events, as follows:


5.1                                 Subdivision
or Combination of Shares.  If the
Company at any time subdivides or combines the shares of the class of stock of
which the Warrant Shares are a part, whether by way of a stock split, stock
dividend, recapitalization or the like, then the Warrant Exercise Price shall,
in the case of a subdivision, be proportionately decreased, or, in the case of
a combination, be proportionately increased.


5.2                                 Adjustment
of Number of Warrant Shares.  Upon
each adjustment in the Warrant Exercise Price, the number of Warrant Shares
purchasable upon exercise of this Warrant shall, in the case of an increase in
the Warrant Exercise Price, be proportionately decreased, or, in the case of a
decrease in the Warrant Exercise Price, be proportionately increased, in either
case to the nearest whole share.


5.3                                 Reclassification
of Shares.  If the Company at any
time shall, by reclassification, recapitalization, combination, exchange,
subdivision or otherwise, change the class of stock of which the Warrant Shares
are a part into the same or a different number of shares of any other class or
classes, then 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 number of Warrant Shares that were purchasable under
this Warrant immediately prior to such reclassification, recapitalization,
combination, exchange, subdivision or other change.


5.4                                 Sale or Issuance Below Warrant Exercise Price.  If
the Company shall at any time or from time to time prior to the Expiration Date
issue or sell any of its Common Stock, options to acquire (or rights to acquire
such options), or any other securities convertible into or exercisable for
Common Stock for a consideration (including any amounts payable upon the
exercise or conversion of any such securities exercisable for or convertible
into Common Stock) per share of Common Stock less than the Warrant Exercise
Price in effect immediately prior to the time of such issue or sale, the
Warrant Exercise Price then in effect and then applicable for any subsequent
period or periods shall be adjusted to a price determined by dividing (i) an
amount equal to the sum of (x) the number of shares of Common Stock outstanding
immediately prior to such issue or sale multiplied by the Warrant Exercise
Price then in effect and (y) the consideration, if any, received by the Company
upon such issue or sale (including any amounts payable upon the exercise or
conversion of any such securities exercisable for or convertible into Common
Stock), by (ii) the total number of shares of Common Stock outstanding
immediately after such issue or sale. 
For purposes of this Section 5.4, all shares of Common Stock
issuable upon the exercise and/or conversion of all outstanding warrants
(including this Warrant), options and convertible securities shall be deemed to
be outstanding.  The foregoing
notwithstanding, no adjustment shall be made pursuant to this Section 5,4,
on account of a given sale to the extent that the Warrant Exercise Price is
adjusted pursuant to any other Section of this Warrant.  If any options, rights or other securities
taken into account in any adjustment of the Warrant Exercise Price subsequently
expire without exercise, the Warrant Exercise Price shall be recomputed to
eliminate the effect of such expired options, rights or other securities.  No adjustment shall be made hereunder upon
the issuance or sale of any shares of Common Stock or preferred stock upon the
exercise or conversion of any options, rights or other securities outstanding
on the date hereof.


5.5                                 Notice
of Adjustment.  Whenever any
adjustment in the Warrant Exercise Price is made, the Company shall promptly
prepare a notice of such adjustment in the Warrant Exercise Price setting forth
the adjusted Warrant Exercise Price, the number of Warrant Shares issuable upon
exercise of this Warrant and the date on which such adjustment becomes
effective and shall provide such notice of such adjustment of the Warrant
Exercise Price to the Holder at the address of such Holder as provided herein.


5.6                                 Notice
of Certain Events.  The Company
covenants and agrees to provide the Holder hereof with at least 20 days prior
written notice of (a) the consummation of a consolidation or merger or a sale
of all or



 3
 









substantially
all of the Company’s assets or other transaction in which constitutes a Sale of
the Borrower (as defined that certain Subordinated Note Purchase Agreement of
even date herewith), or (b)
declare or pay any distribution upon the Company’s Common Stock (except for a
distribution payable solely in shares of common stock).


6.                                       Fractional
Warrant Shares.  No fractional
Warrant Shares will be issued in connection with any exercise hereunder, but in
lieu of such fractional shares the Company shall make a cash payment therefor
upon the basis of the Warrant Exercise Price then in effect.


7.                                       Compliance
with Securities Act; Transfers.


7.1                                 Compliance
with Securities Act.  The Holder and
each subsequent permitted Holder, by acceptance thereof, agrees to comply in
all respects with the provisions of this Section 7.1.  Prior to any proposed sale, assignment,
transfer or pledge of any of the Company’s securities, unless there is in
effect a registration statement under the Securities Act of 1933, as amended
(the “Act”) covering the proposed transfer, the Holder and each
subsequent permitted Holder shall give written notice to the Company of such
Holder’s intention to effect such transfer, sale, assignment or pledge.  Each such notice shall describe the manner
and circumstances of the proposed transfer, sale, assignment or pledge in
sufficient detail, and shall be accompanied at such Holder’s expense by either
(i) a written opinion of legal counsel who shall, and whose legal opinion
shall, be reasonably satisfactory to the Company, addressed to the Company, to
the effect that the proposed transfer of the such securities may be effected
without registration under the Act, or (ii) a “no action” letter from the
Securities Exchange Commission (the “Commission”) to the effect that the
transfer of such securities without registration will not result in a
recommendation by the staff of the Commission that action be taken with respect
thereto, or (iii) any other evidence reasonably satisfactory to counsel to the
Company, whereupon the holder of such securities shall be entitled to transfer
such securities in accordance with the terms of the notice delivered by the
holder to the Company.  Each certificate
evidencing the securities transferred as above provided shall bear, except if
such transfer is made pursuant to Rule 144, the appropriate restrictive legend
set forth in Section 7.2 below, except that such certificate shall not bear
such restrictive legend if, in the opinion of counsel for such Holder and the
Company, such legend is not required in order to establish compliance with any
provision of the Act


7.2                                 Legends.  Each certificate representing the securities
shall be endorsed with the following legend (in addition to any legend required
under applicable state securities laws):


“NEITHER THIS SECURITY
NOR THE SHARES OF STOCK ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE
SECURITIES LAWS OF ANY STATE.  NEITHER
THIS SECURITY NOR THE SHARES OF STOCK ISSUED UPON CONVERSION HEREOF MAY BE
TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
(A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (B) AN EXEMPTION OR
QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, OR (C) DELIVERY TO THE COMPANY
OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.  ANY
ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY OR SUCH SHARES
IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.


The Company need not
record a transfer of securities, unless the conditions specified in this
Section 7 are satisfied.  The Company may
also instruct its transfer agent not to record the transfer of any of the
securities unless the conditions specified in this Section 7 are satisfied.


7.3                                 Warrant
Register.  The Company will maintain
a register containing the names and addresses of the Registered Holders of this
Warrant.  Until any transfer of this
Warrant is made in the warrant register, the Company may treat the Registered
Holder of this Warrant as the absolute owner hereof for all purposes; provided,
however, that if this Warrant is properly assigned in blank, the Company may
(but shall not be required to) treat the bearer hereof as the absolute owner
hereof for all purposes, notwithstanding any notice to the contrary.  Any Registered Holder may change such
Registered Holder’s address as shown on the warrant register by written notice
to the Company requesting such change.



 4
 









8.                                       Rights
of Stockholders.  No Holder of this
Warrant shall be entitled to vote or receive dividends or be deemed the holder
of stock or any other securities of the Company which may at any time be
issuable on the exercise hereof for any purpose, nor shall anything contained
herein be construed to confer upon the Holder of this Warrant, as such, any of
the rights of a stockholder of the Company or any right to vote for the
election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action
(whether upon any recapitalization, issuance of stock, reclassification of
stock, change of par value or change of stock to no par value, consolidation,
merger, conveyance, or otherwise) or to receive notice of meetings, or to
receive dividends or subscription rights or otherwise until this Warrant has
been exercised and the Warrant Shares shall have become deliverable, as
provided herein.


9.                                       Representations
and Warranties of the Holder.  By
accepting the Warrants, the Holder represents and warrants as follows:


a.                                       The
Holder is acquiring the Warrants and the Warrant Shares for its own account for
investment purposes only and not with a view to, or for the resale in
connection with, any “distribution” thereof for purposes of the 1933 Act;


b.                                      The
Holder understands that the Warrants and the Warrant Shares have not been
registered under the 1933 Act in reliance upon a specific exemption therefor,
which exemption depends upon, among other things, the bona fide nature of the
Holder’s investment intent as expressed herein; and


c.                                       The
Holder is aware of the provisions of Rule 144, promulgated under the 1933 Act,
which, in substance, permit limited public resale of “restricted securities”
acquired, directly or indirectly, from the issuer thereof (or from an affiliate
of such issuer), in a non-public offering subject to the satisfaction of
certain conditions.


10.                                 Notice.  Except as otherwise specified herein to the
contrary, all notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in writing by
certified or registered U.S. mail with return receipt requested and postage
prepaid; by private overnight delivery service (e.g., Federal Express); by
facsimile transmission (if no original documents or instruments must accompany
the notice); or by personal delivery. 
Any such notice shall be deemed to have been given (a) five Business
Days following the mailing thereof, if mailed by certified or registered U.S.
mail as specified above; (b) on the Business Day immediately following deposit
with a private overnight delivery service if sent by said service; (c) upon
receipt of confirmation of transmission if sent by facsimile transmission; or
(d) upon personal delivery of the notice. 
All such notices shall be sent to the following addresses (or to such
other address or addresses as a party may have advised the other in the manner
provided in this Section 10):


	
  If to the Company:

  	
  Titan Machinery Inc.

  
	
   

  	
  4876 Rocking
  Horse Circle

  
	
   

  	
  PO Box 10818

  
	
   

  	
  Fargo, ND
  58106-0818

  
	
   

  	
  Attn: Chief
  Executive Officer

  
	
   

  	
  701-235-3171

  



 


If to the Holder, to the
address furnished in writing by the Holder to the Company.


Notwithstanding the time
of effectiveness of notices set forth in this Section, Notice of Exercise shall
not be deemed effectively given until it has been duly completed and submitted
to the Company together with the original Warrant to be exercised and payment
of the Purchase Price in a manner set forth in this Warrant.


11.                                 Governing
Law.  This Warrant and all rights and
obligations hereunder shall be deemed to be made under and governed by the laws
of the State of North Dakota without giving effect to its conflicts of laws
provisions.



 5
 









12.                                 Successors
and Assigns.  This Warrant shall be
binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.


13.                                 Headings.  The headings of various sections of this
Warrant have been inserted for reference only and shall not affect the meaning
or construction of any of the provisions hereof.


14.                                 Severability.  If any provision of this Warrant is held to
be unenforceable under applicable law, such provision shall be excluded from
this Warrant, and the balance hereof shall be interpreted as if such provision
were so excluded.


15.                                 Modification
and Waiver. This Warrant and any provision hereof may be amended, waived,
discharged or terminated only by an instrument in writing signed by the Company
and the Holder.


16.                                 Attorney’s
Fees.  If any action at law or in
equity (including arbitration) is necessary to enforce or interpret the terms
of this Warrant, the prevailing party shall be entitled to reasonable attorney’s
fees, costs and necessary disbursements in addition to any other relief to
which such party may be entitled.



 6
 









IN WITNESS WHEREOF, the
Company has caused this Warrant to be duly executed, manually or by facsimile,
by one of its officers thereunto duly authorized.


	
  

  	
  TITAN MACHINERY INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David J. Meyer

  	
   

  
	
   

  	
  Its:

  	
  CEO

  
						



 



 7















ATTACHMENT A


NOTICE OF EXERCISE


TO:         TITAN MACHINERY INC.


1.             The undersigned hereby elects to purchase                  
shares of stock of Titan Machinery Inc.. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in
full, together with all applicable transfer taxes, if any.


2.             The undersigned hereby elects to convert the attached
Warrant into Warrant Shares in the manner specified in Section 3.4 of the
Warrant.  This conversion is exercised
with respect to                           
of the Shares covered by the Warrant.


[Strike paragraph above that does
not apply.]


3.             Please issue a certificate or certificates representing
said shares of stock in the name of the undersigned or in such other name as is
specified below:


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


Social Security or Tax
Identification Number:
                                        


4.             The undersigned represents that the aforesaid shares of
stock are being acquired for the account of the undersigned for investment and
not with a view to, or for resale in connection with, the distribution thereof
and that the undersigned has no present intention of distributing or reselling
such shares.


	
  

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
						



 



 A-1














ASSIGNMENT


Effective
as of                      
with respect to the Common Stock Purchase Warrant No.                 
for                            
shares of Common Stock, Titan Income Holdings, LLLP hereby assigns to                 
its rights to purchase a total of                    
shares thereunder, and retains the right to purchase a total of                  
shares thereunder.


	
  

  	
  TITAN INCOME HOLDINGS, LLLP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  	
   

  



 


CONSENT


Effective
as of                     ,
Titan Machinery Inc. hereby consents to such assignments, and agrees to issue
Common Stock Purchase Warrants in accordance with the foregoing assignment.


	
  

  	
  TITAN MACHINERY INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its: