Exhibit 4.2


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. 1


Void after April 7, 2013


Date of Issuance: 
April 7, 2003


Number of Warrant Shares:  8.938


TITAN MACHINERY INC.


COMMON STOCK PURCHASE WARRANT


THIS CERTIFIES THAT, for value received, including,
without limitation, the sum of $37.50 as consideration paid for this Warrant, Cherry Tree Securities, LLC 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 $3.00
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.  From
and after the completion of the Next Financing, if requested by the Company,
the Holder 



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agrees
to surrender this Warrant to the Company in exchange for the issuance of a new
Warrant of like tenor for the fixed aggregate number of shares of Common Stock
issuable on exercise of this Warrant at the fixed Warrant Exercise Price.


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 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 3.1,
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:



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(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 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.             Adjust of Warrant Exercise 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, 



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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 



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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 substantially all of the Company’s assets or other transaction in
which constitutes a Sale of the Company (as defined in the Loan Agreement), 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 Investor
and each subsequent permitted Investor, 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 Investor and each
subsequent permitted Investor shall give written notice to the Company of such
Investor’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 Investor’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 in the opinion of counsel for such Investor 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 



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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.


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;



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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; and


d.             The
Holder represents that it is an “accredited investor” as that term is defined
in Rule 501 of Regulation D under the 1933 Act or any successor regulation
thereunder.


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 marling 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.

  
	
   

  	
  3401 32nd Avenue
  S

  
	
   

  	
  Fargo, ND 58103

  
	
   

  	
  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 Minnesota without giving effect to its conflicts of laws provisions.


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.



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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 or in the manner set forth in the Loan
Agreement.


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.


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

  



 



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