Exhibit 10.6

                           WARRANT TO PURCHASE SHARES
                               OF COMMON STOCK OF
            GENERAL AMERICAN ROYALTY, INC. D.B.A. WORLD CALLNET, INC.

NO. _____

                               Warrant to Purchase
                       VOID AFTER 5:00 P.M., CENTRAL TIME

                                 March 26, 2001

         FOR  VALUE  RECEIVED,  General  American  Royalty,  Inc.  d.b.a.  World
CallNet,  Inc.,  a  corporation  organized  under  the  laws  of  Delaware  (the
"Company"), promises to issue in the name of, and sell and deliver to Tom Price,
Jr. , P.O. Box 18496,  Oklahoma City,  Oklahoma  73154-0496  (the  "Holder"),  a
certificate or  certificates  for an aggregate of 100,000  shares  ("Shares") of
common stock of the Company ("Common Stock"),  at any time on or after April 26,
1999,  and prior to 5:00 P.M.,  Central Time on March 26, 2001 (the  "Expiration
Date"),  upon payment  therefor of $5.00 per Share in lawful funds of the United
States of America,  such amount (the "Basic  Exercise  Price")  being subject to
adjustment in the  circumstances  set forth  hereinbelow.  This applicable Basic
Exercise  Price,  until such  adjustment is made and thereafter as adjusted from
time to time, is called the "Exercise Price."

         THIS  WARRANT  MAY  NOT  BE  ASSIGNED,   SOLD,  TRANSFERRED,   PLEDGED,
HYPOTHECATED,  OR  OTHERWISE  ENCUMBERED  OR  OTHERWISE  DISPOSED OF (EXCEPT FOR
ASSIGNMENT TO AFFILIATES OF HOLDER), IT MAY NOT BE ASSIGNED,  SOLD, TRANSFERRED,
PLEDGED,  HYPOTHECATED  OR  OTHERWISE  ENCUMBERED  OR DISPOSED OF BY THE HOLDER,
EXCEPT  BY THE  HOLDER'S  EXERCISE  HEREOF  AS SET FORTH  HEREIN  FOLLOWING  DUE
REGISTRATION  UNDER  APPLICABLE  FEDERAL AND STATE  SECURITIES  LAWS,  OR IN TWO
TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.

         1. Exercise of Warrant. In case the Holder of this Warrant shall desire
to exercise this Warrant in whole or in part,  the Holder shall  surrender  this
Warrant,  with the form of exercise notice on the last page hereof duly executed
by the Holder,  to the Company  accompanied  by payment of the Exercise Price of
$5.00 per Share, subject to adjustment as noted herein.

         This  Warrant  may be  exercised  in  whole  or in  part  but  not  for
fractional  Shares.  In case of the  exercise  in part only,  the  Company  will
deliver  to the  Holder a new  Warrant  of like  tenor In the name of the Holder
evidencing  the right to purchase  the number of Shares as to which this Warrant
has not been exercised.  This Warrant, at any time prior to the exercise hereof,
upon  presentation and surrender to the Company may be exchanged,  along or with
other  Warrants of like tenor  registered  in the name of the same  Holder,  for
another  Warrant  or other  Warrants  of like  tenor in the name of such  Holder
exercisable  for the same aggregate  number of Shares as the Warrant or Warrants
surrendered.

         2. Registration  Rights.  Upon written notice of purchasers holding the
right to acquire 51% or more of the shares underlying the Warrants,  the Company
agrees to register, at the


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Company's  expense the Shares  under the  Securities  Act and  applicable  state
securities  laws.  Also, in the event the Company files a  registration  for the
registration  or sale of any  Shares  with  the  United  States  Securities  and
Exchange  Commission or under the laws of any State, the Company agrees,  at the
Company's expense to register this Warrant and the underlying shares.

         3. Stock  Dividends a  Reclassification  Reorganizations  Anti-Dilution
Provisions. This Warrant is subject to the following further provisions:

                  a.  In  case,  prior  to the  expiration  of this  Warrant  by
         exercise  or by its terms,  the  Company  shall issue any shares of its
         Common Stock as a stock dividend or subdivide the number of outstanding
         shares of Common  Stock into a greater  number of shares,  then in such
         case, the number of shares of Common Stock issuable upon  conversion of
         the Shares underlying this Warrant shall be  proportionately  increased
         and  conversely,  in the event the Company shall contract the number of
         outstanding  shares of Common Stock by combining  such shares of Common
         Stock into a smaller  number of shares of Common  Stock  then,  in such
         case the number of shares of Common Stock  issuable upon  conversion of
         the Shares underlying this Warrant shall be proportionately  decreased.
         If the  Company  shall,  at any time  during the life of this  Warrant,
         declare a dividend  payable  in cash on its  Common  Stock and shall at
         substantially the some time offer to its stockholders generally a right
         to  purchase  new  shares of Common  Stock  from the  proceeds  of such
         dividend  or for an amount  substantially  equal to the  dividend,  all
         shares of Common stock so issued shall for the purpose of this Warrant.
         be deemed to have been issued as a stock dividend. Any dividend paid or
         distributed  upon the  Common  stock in shares  of any  other  class of
         securities  convertible  into  shares  of  Common  Stock  or any  other
         securities  shall be treated as a dividend  paid in Common Stock to the
         extent that shares of Common  Stock are  issuable  upon the  conversion
         thereof.

                  b.  In  case,  prior  to the  expiration  of this  Warrant  by
         exercise  or by its  terms,  the  Company  shall  be  recapitalized  by
         reclassifying its outstanding Common Stock into shares with a different
         par  value or shall  thereafter  reclassify  any such  shares in a like
         manner, or the Company or a successor corporation shall consolidate, or
         merge  with  or  convey  all or  substantially  all of  its,  or all or
         substantially all of any successor corporation's property and assets to
         any other  corporation  or  corporations  (any such  corporation  being
         included  within  the  meaning  of the term 01  successor  corporation"
         hereinbefore  used in the event of any  consolidation  or merger of any
         such corporation  with, or the sale of all or substantially  all of the
         property   of  any  such   corporation   to  another   corporation   or
         corporations),  the Holder shall thereafter have the right to purchase,
         pursuant  to and under the terms and  conditions  and  during  the time
         specified  in this  Warrant,  in lieu of the  shares  of  Common  Stock
         issuable upon conversion of the Shares underlying this Warrant and that
         are  purchasable  upon the  exercise  of this  Warrant,  such shares of
         Common Stock,  securities or assets as may be issued upon conversion of
         the Shares  theretofore  underlying this Warrant,  upon the exercise of
         this  Warrant  had  such  recapitalization,  consolidation,  merger  or
         conveyance not taken place;  and, in any such event,  the rights of the
         Holder to an  adjustment  in the  number  of  shares  of  Common  Stock
         underlying the Shares underlying this Warrant and that purchasable upon
         the


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         exercise of this  Warrant as herein  provided,  shall  continue  and be
         preserved  in respect to any  shares,  securities  or assets  which the
         Holder of this Warrant becomes entitled to purchase.

                  c. Upon the  occurrence of each event  requiring an adjustment
         of the  Exercise  Price or of the  number of  shares  of  Common  Stock
         issuable upon conversion of the Shares underlying this Warrant that are
         purchasable  pursuant  to  this  Warrant  in  accordance  with,  and as
         required by, the terms of Subsection (a) of this Section 3, the Company
         shall  use  its  best  efforts  to  forthwith  cause  either  a firm of
         independent  certified  public  accountants  (who  may be  the  regular
         accountants  for the  Company)  or the Chief  Financial  Officer of the
         Company to compute the adjusted  Exercise Price or the adjusted  number
         of  shares of Common  Stock  issuable  upon  conversion  of the  Shares
         issuable  upon  exercise  of this  Warrant  by reason of such  event in
         accordance  with the  provisions of Subsection  (a) or (b). The Company
         shall  forthwith  mail  to do  Holder  of this  Warrant  a copy of such
         computation,  which shall be conclusive  and shall be binding upon such
         Holder unless contested by such Holder by written notice to the Company
         within 14 days after the mailing thereof by the Company.

                  d. In case.

                           (1) the Company shall make a record of the holders of
                  its Common Stock for the purpose of entitling them to receive,
                  a  dividend  payable  (whether  payable  in cash,  securities,
                  property or in any other form); or

                           (2) the Company shall make a record of the holders of
                  its  Common  Stock  for  the  purpose  of  entitling  them  to
                  subscribe  for or  purchase  any  shares  of any  class  or to
                  receive any other rights; or

                           (3)   the   Company   shall   set  a  date   for  any
                  reclassification  other reorganization of the capital stock of
                  the  Company,  consolidation  or merger of the Company with or
                  into   another   corporation,   or   conveyance   of   all  or
                  substantially all of the assets of the Company, or

                           (4) the Company shall set a date for the voluntary or
                  involuntary  dissolution,  liquidation  or winding upon of the
                  Company:

         then,  in any such case,  the Company  shall mail to the Holder of this
         Warrant at least 30 days prior to such  record date or the date set for
         any actions  described In subparagraphs  (d)(1) through (d)(3) above, a
         notice  advising  such Holder of the date or  expected  date on which a
         record is to be taken for the purpose of such dividend, distribution of
         rights  or the date on  which  such  reclassification,  reorganization,
         consolidation,  merger, conveyance, dissolution, liquidation or winding
         up is to take place, as the case may be. Such notice shall also specify
         the date or expected  date, if any is to be fixed,  as of which holders
         of Common  Stock of record  shall be  entitled to  participate  in said
         dividend,  distribution  of rights,  or shall be  entitled  to exchange
         their  shares  of  Common  Stock  for   securities  or  other  property
         deliverable upon such reclassification,  reorganization, consolidation,
         merger, conveyance dissolution,  liquidation or winding up, as the case
         nay be. Each such written notice shall be given by


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         certified mail, postage prepaid, return receipt requested, addressed to
         the holder of the Warrant at the address of such holder as shown on the
         books of the Company.

                  e. In case the Company,  at any time while this Warrant  shall
         remain  valid and  unexercised,  shall sell more than  one-half  of its
         property,  or  dissolve,  liquidate  or wind up its  affairs or sell or
         dispose of all or any part of the assets, securities or property of any
         wholly-owned subsidiary, the Holder of this Warrant shall thereafter be
         entitled  to receive  upon  exercise  hereof (in lieu of such shares of
         Common Stock  underlying  the Shares  underlying  this Warrant) and the
         same kind and  amount of any  securities  or assets a may be  issuable,
         distributable or payable upon any such sole,  dissolution,  liquidation
         or winding up with  respect to such number of shares of Common Stock of
         the Company as would  otherwise  have been issuable upon  conversion of
         the Shares  underlying  this  Warrant.  The  Company  shall mail notice
         thereof by registered mail to the Holder and shall make no distribution
         to the  shareholders of the Company until the expiration of thirty (30)
         days from the date of such mailing: provided, however, that in any such
         event if the Holder shall not exercise this Warrant  within thirty (30)
         days from the date of mailing such notice,  all rights  herein  granted
         not so exercised  within such thirty (30) day period  shall  thereafter
         become null and void. The Company shall not, however, be prevented from
         consummating  any such sale  without  awaiting the  expiration  of such
         thirty  (30) day  period,  it being the intent and  purposes  hereof to
         enable the Holder upon exercise of this Warrant to  participate  in the
         distribution  of the  consideration  to be received by the Company upon
         any such sale or in the  distribution of assets upon any dissolution or
         liquidation of the Company.

                  f. In the event the  Company,  at any time while this  Warrant
         shall  remain  valid and  unexercised,  shall  propose to  declare  any
         partial  liquidating  dividend,  it shall  notify  the  Holder  of this
         Warrant  as set forth in  Subsection  (d) of this  Section  3. The term
         "partial  liquidating  dividend"  shall,  include a dividend in cash or
         other property of an amount that,  together with all other dividends in
         cash or other  property paid or declared and set aside for payment,  is
         equal to or greater then 40% of the cumulative  consolidated net income
         of the Company subsequent to one year form the due hereof.

                  g. The  provisions  of this  Section 3 are for the purpose of,
         and shall be to the effect that upon any  exercise of this  Warrant the
         Holder  shall be  entitled  to receive  the same  amount  and,  kind of
         securities  and other  property  that it would  have been  entitled  to
         receive as the owner at all times  subsequent  to the date hereof of to
         number of shares of Common Stock issuable upon conversion of the Shares
         purchased upon any such exercise.

         4. Covenants of the Company.  The Company  hereby  covenants and agrees
that prior to the expiration of this Warrant by exercise or by its terms:

                  a.  The  Company  will not by  amendment  of its  Articles  of
         Incorporation,  as they may currently exist, or through reorganization,
         consolidation,  merger,  dissolution, or see of assets, or by any other
         voluntary  act or  deed,  avoid  or seek to  avoid  the  observance  or
         performance of any of the covenants,  stipulations  or conditions to be
         observed or performed  hereunder by the Company,  but will at all times
         in good faith assist, insofar as it is able, in the


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         carrying out of all provisions of this Warrant and in the taking of all
         other  actions  that may be necessary in order to protect the rights of
         the Holder against dilution.

                  b. if at any time or from time to time, the Company shall,  by
         subdivision, consolidation or reclassification of shares, or otherwise,
         change  as a whole  the  outstanding  shares  of  Common  Stock  into a
         different number or class of shares,  the number and class of shares as
         so changed  shall,  for the  purpose of each  Warrant and the terms and
         conditions hereof, replace the shares outstanding  immediately prior to
         such change,  and the Warrant purchase price in effect,  and the number
         of Shares purchasable under each Warrant, immediately prior to the date
         on which such change is to become effective,  shall be  proportionately
         adjusted.

                  c.  Irrespective  of any  adjustment  or change in the Warrant
         purchase  price,  the number of shares of Common  Stock  issuable  upon
         conversion  of the Shares  actually  purchasable  under each Warrant of
         like tenor, the Warrants theretofore and thereafter issued may continue
         to  express  the  Warrant  purchase  price per Share and the  number of
         Shares  purchasable  thereunder as the Warrant purchase price per Share
         and the number of Shares  purchasable  were  expressed  on the Warrants
         when initially issued.

                  d. If at any time while any Warrant is outstanding the Company
         consolidates with or merges into another  corporation,  firm or entity,
         or otherwise  enters into a form of business  combination,  the Holder,
         upon exercise  hereof,  shall be entitled to purchase,  with respect to
         each  share  of  Common  Stock  issuable  upon   conversion  of  Shares
         purchasable  hereunder,  that number of Shares to which a holder of one
         (1) share of Common Stock would have been entitled upon the  occurrence
         of such  business  combination  without  any  change  in, or payment in
         addition to, the Warrant purchase price in effect  immediately prior to
         such merger or consolidation,  and the Company shall take such steps in
         connection  with such  consolidation  or merger as may be  necessary to
         assure that all the  provisions  of each Warrant  shall  thereafter  be
         applicable,  as  nearly  as  reasonably  may  be,  in  relation  to any
         securities or property thereafter deliverable upon the exercise of each
         Warrant. The Company shall not effect any such consolidation, merger or
         other form of business  combination  unless,  prior to the consummation
         thereof,  the  successor   corporation  (if  other  than  the  Company)
         resulting  therefrom shall assume, by written  instrument  executed and
         mailed to the registered  holder of each Warrant at the address of such
         holder shown on the books of the Company,  the obligation to deliver to
         such holder such securities,  or property such holder shall be entitled
         to purchase in accordance with the foregoing provisions.

                  e. Upon the happening of any event  requiring an adjustment of
         the Warrant purchase price hereunder,  the Company shall forthwith give
         written  notice  thereof  to the  registered  Holder  of each  Warrant,
         stating the adjusted  Warrant purchase price and the adjusted number of
         shares of Common Stock issuable upon  conversion of shares  purchasable
         upon the exercise thereof  resulting from such event, and setting forth
         in reasonable  detail the method of  calculation.  The  certificate  of
         either the Company's  independent certified public accountants or Chief
         Financial  Officer shall be conclusive  evidence of the  correctness of
         any computation  made hereunder unless contested by a Holder by written
         notice to the Company  within 14 days after the mailing  thereof by the
         Company. Notice pursuant to this paragraph


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<PAGE>



         shall be given by  certified  mail,  postage  prepaid,  return  receipt
         requested,  addressed to the  registered  holder of each Warrant at the
         address of such holder appearing in the records of the Company.

                  f. The Company shall at all times reserve and keep  available,
         out of its  authorized  and  unissued  capital  stock,  solely  for the
         purpose of providing  for the exercise,  forthwith  upon the request of
         the Holder of the  Warrant(s)  then  outstanding  and in  effect,  such
         numbers  of  shares of Common  Stock as  shall,  from time to time,  be
         sufficient  for the  conversion  of Shares  upon such  exercise  of the
         Warrants.  The Company shall, from time to time, in accordance with the
         laws of the State of Delaware,  increase the  authorized  amount of its
         capital  stock,  if at any time the  number of  shares of Common  Stock
         remaining  unissued  and  unreserved  for other  purposes  shall not be
         sufficient to permit the exercise of do Warrants then  outstanding  and
         in effect.

                  g. The Company  covenants  and agrees that all Shares that may
         be issued upon the exercise of the rights  represented  by this Warrant
         will, upon issuance be validly issued,  fully paid and  non-assessable,
         and free from all taxes,  liens and charges  with  respect to the issue
         thereof  (other than taxes in respect of any  transfer  occurring  with
         such issue).  The Company further covenants and agrees that, during the
         period  within  which the rights  represented  by this  Warrant  may be
         exercise,  the Company will at all times have authorized and reserved a
         sufficient  number of shares of its  Common  Stock to  provide  for the
         conversion and exercise of the rights represented by this Warrant.

         5. Loss, Theft,  Destruction or Mutilation.  In case this Warrant shall
become mutilated or defaced or be destroyed,  lost or stolen,  the Company shall
execute  and  deliver a new  Warrant  in  exchange  for and upon  surrender  and
cancellation of such mutilated or defaced Warrant or in lieu of and substitution
of such Warrant so  destroyed,  lost or stolen,  upon the Holder of such Warrant
filing the Company such evidence  satisfactory  to it that such Warrant has been
so mutilated, defaced, destroyed, lost or stolen and of the ownership thereof by
the  Holder;  provided,  however,  that  the  Company  shall be  entitled,  as a
condition to the execution and delivery of such new Warrant, to demand indemnity
satisfactory  to it and payment of expenses and charges  incurred in  connection
with the  delivery  of such new  Warrant,  except that no bond shall be required
from the Holder. All Warrants so surrendered to the Company shall be canceled.

         6. Record Owner. At the time of the surrender of this Warrant, together
with the form of  subscription  properly  executed  and payment of the  Exercise
Price,  the person  exercising  this Warrant shall be deemed to be the Holder of
record of the shares of Common Stock  deliverable upon such exercise,  in whole,
or in part, notwithstanding that the stock transfer of the Company shall then be
closed or that  certificates  representing such shares of Common Stock shall not
then be actually  delivered to such person.  The Company will pay all costs with
respect to the issuance of this  Warrant or the shares of Common Stock  issuable
upon exercise hereof, or thereof

         7. Fractional Shares. No fractional Shares,  fractional shares or scrip
representing fractional shares of Common Stock shall be issued upon the exercise
of this Warrant or conversion of the Shares.  With respect to any fraction of a.
Share  called for on such  exercise,  the Holder may elect to  receive,  and the
Company shall pay to the Holder, an amount in cash equal to such fraction


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multiplied by the Exercise  Price. In the  alternative,  the Holder may elect to
remit to the  company an amount in cash  equal to the  difference  between  such
fraction and one,  multiplied by the Exercise Price,  and the Company will issue
the Holder one share of Common  Stock in addition to the number of whole  shares
required by the exercise of the  Warrant;  provided,  however,  that the Company
shall not be obligated by the operation of this Section 8 to issue Shares in the
aggregate  exceeding the number of shares duty registered in accordance with the
applicable  federal and state  securities  laws or as to which an exemption from
registration has been determined to be available.

         8. Call-Provision. The Company may call the warrants represented hereby
in the  event  that  prior  to the  Exercise  Date,  provided  the  Company  has
registered  the  underlying  Shares,  and  the  average  closing  price  of  the
underlying  common  stock as  adjusted  herein,  on any stock  exchange,  public
bulletin  board or other  market  place for any  twenty  market  days  equals or
exceeds $6.00 per share (US). Such prices may be any combination of such markets
and must not be from only one source. Such call must be exercised by the Company
giving ten days prior  written  notice of the call to the holder  hereof.  After
receipt of notice of call,  the  holder may  exercise  the  warrant as  provided
herein up until the  expiration  of the notice  period.  The call price shall be
$5.00 per  share of  underlying  shares  and shall be  tendered  to holder  upon
expiration of the notice period.  After tender of the call price, if the warrant
is not exercised prior thereto, the warrant shall cease to exist.

         9. Original Issue Taxes. The Company will pay all United States,  state
and local (but not foreign)  original issue taxes,  if any, upon the issuance of
this Warrant or the Shares  deliverable  upon  exercise  hereof or the shares of
Common Stock upon conversion of the Shares.

         10. Mailing of 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, return receipt requested,  postage prepaid, to the
Holder, at the address set forth in the records of the Company, or to such other
address  furnished  to the Company in writing from time to time by the Holder of
this  Warrant.  All notices from the Holder of this Warrant to the Company shall
be mailed to the Company at General American Royalty, Inc. d.b.a. World CallNet,
Inc.,  Beacon  House  Meridian  Gate,  207 Marsh Wall,  London,  E149YT,  United
Kingdom, Attention: Paul Goodman-Simpson, President.

         11. Registration Under the Securities Act of 1933. This Warrant and the
Shares issuable upon exercise of this Warrant have not been registered under the
Securities Act or the securities  acts of any state or foreign country by virtue
of the Registration Statement. This Warrant and all replacement Warrants and all
Shares  issued  upon  exercise of the Warrant  shall bear the  following  legend
(unless a current registration statement for such shares is in effect):

                  This Warrant, and the securities issuable upon the exercise of
                  this Warrant,  have not been  registered  under the Securities
                  Act of 1933,  as  amended  ("Securities  Act")  and may not be
                  sold,  transferred  or  otherwise  disposed  of unless (i) the
                  Shares are registered under the Securities Act of 1933 and the
                  securities  act of any state  applicable to such sale, or (ii)
                  the  proposed  seller  provides the Company with an opinion of
                  counsel that the  securities  are being sold in a  transaction
                  which is  except  from the  registration  requirements  of the
                  Securities  Act of 1933 and any  applicable  state  securities
                  acts and the Company


                                        7

<PAGE>



                  is satisfied that no  registration  statement is then required
                  and that this  Warrant and the  underlying  securities  may be
                  sold,  transferred  or  otherwise  disposed  of in the  manner
                  contemplated  without registration under the Securities Act of
                  1933 or any state securities act.

         12.  Laws of the of  Delaware.  This  Warrant  shall  be  governed  by,
interpreted  under and construed in all respects in accordance  with the laws of
the State of Delaware, irrespective of the place of domicile or residence of any
party.  In the  event  of a  controversy  arising  out  of  the  interpretation,
construction,  performance  or breach of this Warrant,  the parties hereby agree
and  consent  to the  jurisdiction  and venue of any State or  Federal  court of
competent jurisdiction.

         13. Entire  Agreement and  Modification.  The Company and the Holder of
this Warrant  hereby  represent and warrant that this Warrant is intended to and
does, contain and embody all of the understandings and agreements,  both written
and oral,  of the  parties  hereto with  respect to the  subject  matter of this
Warrant,  and that there exists no oral,  agreement or understanding  express or
implied,  whereby the absolute, final and unconditional character nature of this
Warrant be in any way  invalidated,  empowered or affected.  A  modification  or
waiver of any of the terms,  conditions  or  provisions of this Warrant shall be
effective  only if made in writing and executed with the same  formality as this
Warrant.

         This  Warrant  will become  wholly void and of no effect and the rights
evidenced  hereby Will terminate  unless  exercised in accordance with the terms
and  provision  hereof at or before 5:00 P.M.,  London Time,  on the  Expiration
Date.

         IN WITNESS  WHEREOF,  the  Company by its duty  authorized  officer has
executed this Warrant on this 26th day of March, 1999.


Attest:                                   General American Royalty, Inc,
                                          d.b.a World CallNet, Inc



____________________                      By:                                 
                                                 -------------------------------
                                                 Paul Goodman-Simpson, President



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<PAGE>




                                FORM OF EXERCISE

         The  undersigned  hereby  irremovably  elects to exercise  the purchase
rights represented by this Warrant for, and to purchase thereunder,  ___________
Shares  of  General  American  Royalty,  Inc.  d.b.a.  World  CallNet,  Inc.,  a
corporation,  and  herewith  makes  payment of $5.00 per  share,  or at total of
$__________ therefor, and requests that such Shares be issued to:



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


---------------------------------
(Address)


---------------------------------
(Taxpayer Identification Number)



Dated:
       --------------------------     ------------------------------------------
                                      (Signature must conform in all respects to
                                      name of holder as specified on the face of
                                      the Warrant)



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