WARRANT

                                                                    Exhibit 10.3


THE WARRANTS AND THE ORDINARY SHARES TO BE ISSUED PURSUANT TO THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER ANY FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF ABSENT REGISTRATION UNDER
THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES LAWS UNLESS AND
UNTIL THE HOLDER HEREOF PROVIDES (i) INFORMATION REASONABLY NECESSARY TO CONFIRM
THAT SUCH REGISTRATION IS NOT REQUIRED OR (ii) AN OPINION OF COUNSEL TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

                              WARRANT NO. 2005-___

________________, 2005               For the   Purchase of ___________ shares of
                                     Common Stock of The Beard Company

     FOR VALUE RECEIVED, THE BEARD COMPANY, an Oklahoma corporation (the
"Corporation"), hereby grants to _________________________, or his registered
assigns (collectively the "Holder"), the right (the "Warrants") to purchase at
any time before the Expiration Date (as hereafter defined)
__________________________ (________) duly authorized, validly issued, fully
paid and non-assessable shares (the "Warrant Shares") of the Corporation's
Common Stock, $.0006665 par value (the "Common Stock"), at the Exercise Price
(as hereafter defined) and on the terms and conditions herein set forth. The
number of Warrant Shares and the Exercise Price will be subject to adjustment as
provided in this Warrant. The Warrants are being issued pursuant to the terms of
the Confidential Private Placement Memorandum in connection with the Company's
offering of $2,100,000 of 12% Convertible Subordinated Notes due February 15,
2010, as Amended December 29, 2004.

     This Warrant is issued subject to the following terms and conditions:

1. Exercise of Warrant. The Warrants are exercisable at the option of the Holder
in whole or in part at any time prior to the Expiration Date by the delivery to
the Corporation of written notice of the exercise of the Warrants specifying the
number of Warrant Shares to be acquired, surrender of this Warrant to the
Corporation and satisfaction of the Exercise Price for the Warrant Shares to be
acquired through such exercise. The Warrants will be deemed exercised
immediately prior to the close of business on the day that all of the foregoing
requirements for the exercise of the Warrants are completed and the person
entitled to receive the Warrant Shares will be treated for all purposes as the
holder of record of such Warrant Shares at such time including, without implied
limitation, the right to vote, receive dividends and to receive distributions
for which the record date falls on or after such date. As promptly as possible
after such date (in any event within five (5) business days) the Corporation
will deliver to the Holder a stock certificate evidencing the Warrant Shares
covered by the exercise. In the case of an exercise for less than all the
Warrant Shares the Corporation will cancel this Warrant on the surrender hereof
and will execute and deliver a new Warrant of like tenor for the balance of the
unexercised Warrant Shares within such five (5) day period. If an exercise of
all or part of the Warrants is to be made in connection with a registered public
offering or a transaction described in paragraph 10 of this Warrant, the
exercise of the Warrants may, at the election of the Holder, be conditioned on
the consummation of the public offering or other transaction under paragraph 10
of this Warrant. In that case the exercise will not be deemed to be effective
until the consummation of the specified condition.

2. Term. The Warrants may be exercised in full or in part at any time on or
before 11:59 p.m. Oklahoma City, Oklahoma, time on ______________, 2010 (the
"Expiration Date"). To the extent not exercised prior to the Expiration Date,
the Warrants and all of the rights of the Holder hereunder will expire and
terminate on such date without any action or notice by the Corporation.

3. Exercise Price. On the exercise of the Warrants, the Holder agrees to pay to
the Corporation for the Warrant Shares purchased by the Holder pursuant to the
terms of this Warrant an amount (the "Exercise Price") multiplied by the number
of Warrant Shares at the time of determination. The Exercise Price is $1.00 per
Warrant Share (as hereafter defined). The Exercise Price is subject to
adjustment pursuant to the terms of this Warrant. The Exercise Price shall be
paid in lawful money of the United States of America.

4. Representations, Warranties and Covenants. The Corporation represents to and
warrants, covenants and agrees with the Holder as follows:

     4.1   Reservation of Shares. At all times while the Warrants are outstanding
          the Corporation will reserve out of the Corporation's authorized but
          unissued shares of Common Stock, free from preemptive rights and
          solely for the purpose of effecting the exercise of the Warrants, a
          sufficient number of shares of Common Stock to provide for the
          exercise of the Warrants and all other options, warrants and
          convertible securities of the Corporation. The Corporation will take
          all such actions necessary to assure that all such Warrant Shares may
          be issued without violation of any applicable law, governmental
          regulation or requirements of any domestic securities exchange or
          automated quotation system on which the shares of Common Stock are
          listed or quoted (except for official notice of issuance, which will
          be immediately delivered by the Corporation upon each such issuance).
          The Corporation will take all necessary actions to assure that all of
          the Warrant Shares are authorized, approved for and listed on any
           national securities exchange or quotation system on which the
          Corporation's shares of Common Stock are listed or quoted. The
          Corporation will not take any action that would cause the number of
          authorized but unissued shares of Common Stock to be less than the
          number of shares of Common Stock required to be reserved for issuance
          on exercise of the Warrants.

     4.2   Valid Issuance. All Warrant Shares that may be issued on exercise of
          the Warrants will be duly and validly issued, fully paid and
          nonassessable and free from all taxes, liens, charges and encumbrances
          on issuance by the Corporation. The Corporation will not take any
          action or fail to take any action that will cause a contrary result
          (including, without limitation, any action that would cause the
          Exercise Price then in effect to be less than the par value of the
          Common Stock).

     4.3   Cooperation. The Corporation will: (a) not close its books against the
          transfer of the Warrants or of any Warrant Shares in any manner which
          interferes with the timely exercise of the Warrants; (b) assist and
          cooperate with the Holder should the Holder be required to make any
          governmental filings or obtain any governmental approvals prior to or
          in connection with any exercise of the Warrants (including, without
          limitation, making any filings required to be made by the
          Corporation).

     4.4   Authority. The Corporation has taken all necessary action to authorize
          the execution and delivery of this Warrant and the issuance of the
          Warrant Shares on the exercise of the Warrants. This Warrant is a
          valid, binding and enforceable obligation of the Corporation subject
          to applicable bankruptcy, insolvency, fraudulent conveyance,
          moratorium and similar laws now or hereafter in effect relating to
          creditors' rights and remedies generally. The execution, delivery and
          performance of this Warrant will not violate: (a) any provision of the
          organizational documents or charter of the Corporation; (b) any order,
          writ, injunction or decree of any court, administrative agency or
          governmental body applicable to the Corporation or the Common Stock;
          or (c) any contract, lease, note, bond, mortgage or other agreement to
          which the Corporation is a party, by which the Corporation is bound or
          to which any of the Corporation's assets are subject.

     4.5   Capitalization. As of the date of this Warrant: the Corporation's
          authorized capital stock consists of fifteen million (15,000,000)
          shares of Common Stock, par value $0.0006665 per share, and five
          million (5,000,000) shares of preferred stock, par value $1.00 per
          share. As of the date of this Warrant the only shares of capital stock
          issued and outstanding are 4,969,565 fully paid and non-assessable
          shares of Common Stock and 27,838 shares of Preferred Stock.

     4.6   Office. The Corporation will maintain an office for the purposes
          specified in this Warrant (the "Warrant Office"). The Warrant Office
          will initially be the Corporation's offices at Suite 320, 5600 North
          May Avenue, Oklahoma City, Oklahoma 73112 and may subsequently be any
          other office of the Corporation or any transfer agent for the Common
          Stock in the continental United States as to which written notice has
          previously been given to the Holder. The Corporation will maintain at
          the Warrant Office a register for the Warrants in which the
          Corporation will record the name and address of the person in whose
          name this Warrant has been issued. The Holder will be able to take any
          action permitted in this Warrant including, without implied
          limitation, the exercise or transfer of the Warrants.

5. Restrictive Legend. The Warrants are being acquired and any Warrant Shares to
be acquired by the Holder pursuant to this Warrant (collectively, "Securities")
will be acquired for investment for the Holder's own account and not with a view
to, or for resale in connection with, any distribution of such Securities within
the meaning of the Securities Act of 1933, as amended (the "Securities Act").
The Securities will not be sold, transferred or otherwise disposed of without
registration under the Securities Act and state securities laws or qualification
for exemptions therefrom. The Holder agrees that each certificate evidencing the
Warrant Shares may be inscribed with a legend to the foregoing effect, which
legend will be as follows:

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED SOLELY
          FOR INVESTMENT PURPOSES AND HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
          STATE. THE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
          DISPOSED OF UNLESS AND UNTIL SUCH SHARES ARE FIRST REGISTERED UNDER
          THE SECURITIES ACT OF 1933, ALL APPLICABLE STATE SECURITIES LAWS AND
          ALL RULES AND REGULATIONS PROMULGATED THEREUNDER OR UNLESS AND UNTIL
           THE HOLDER HEREOF PROVIDES (i) INFORMATION REASONABLY NECESSARY TO
          CONFIRM THAT SUCH REGISTRATION IS NOT REQUIRED OR (ii) AN OPINION OF
          COUNSEL TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

The Holder agrees that the Corporation may place a stop transfer order with the
Corporation's transfer agent, if any, with respect to any noncomplying transfer
of the certificates representing any Warrant Shares, which stop transfer order
will be removed by the Corporation on compliance with the foregoing.

6. Registration Rights. The Holder and any other holder of Warrant Shares will
have the registration rights provided for in Exhibit A hereto.

7. Anti-Dilution Adjustments. In order to prevent dilution of the rights granted
with respect to the Warrants, the Exercise Price and the number of Warrant
Shares obtainable on the exercise of a Warrant are subject to adjustment from
time to time as follows:

     7.1   Issuance of Common Stock. If and whenever on or after the date of this
          Warrant the Corporation issues or sells, or in accordance with
          paragraph 7.2 of this Warrant is deemed to have issued or sold, any
          shares of Common Stock for a consideration per share less than the
          Exercise Price in effect immediately prior to such time, then
          immediately on such issuance or sale the Exercise Price will be
          reduced to the new Exercise Price determined by dividing:

          7.1.1 the sum of (a) the product derived by multiplying the Exercise
                Price in effect immediately prior to such issue or sale times the
               number of shares of Common Stock Deemed Outstanding (as hereafter
               defined) immediately prior to such issue or sale, plus (b) the
               consideration, if any, received by the Corporation on such
               issuance or sale, divided by

          7.1.2 the number of shares of Common Stock Deemed Outstanding
               immediately after such issuance or sale.

     7.2   Effect on Exercise Price of Certain Events. For purposes of
          determining the adjusted Exercise Price under paragraph 7.1 of this
          Warrant, the following will be applicable:

          7.2.1 Issuance of Rights or Options. If the Corporation in any manner
               grants, issues or sells any Options (as hereafter defined), other
               than the Corporation's employee or director benefit plans, and
               the price per share for which shares of Common Stock are issuable
               on the exercise of such Options (or on the conversion or exchange
               of any Convertible Securities (as hereafter defined) issuable on
               the exercise of such Options) is less than the Exercise Price in
               effect immediately prior to the time of the grant, issuance or
               sale of such Options, then the total maximum number of shares of
               Common Stock issuable on the exercise of such Options (or on the
               conversion or exchange of the total maximum amount of such
               Convertible Securities issuable on the exercise of such Options)
               will be deemed to be outstanding and to have been issued and sold
               by the Corporation at the time of the granting or sale of such
               Options for such price per share. For purposes of this paragraph,
               the "price per share for which shares of Common Stock are
               issuable on exercise of such Options or on the conversion or
               exchange of any Convertible Securities" is determined by dividing
               (a) the total amount, if any, received or receivable by the
               Corporation as consideration for the granting or sale of such
               Options, plus the minimum aggregate amount of additional
               consideration payable to the Corporation on the exercise of all
               such Options, plus in the case of such Options which relate to
               Convertible Securities, the minimum aggregate amount of
               additional consideration, if any, payable to the Corporation on
               the issuance or sale of such Convertible Securities and the
               conversion or exchange thereof, by (b) the total maximum number
               of shares of Common Stock issuable on exercise of such Options or
               on the conversion or exchange of all such Convertible Securities
               issuable on the exercise of such Options. No further adjustment
               of the Exercise Price will be made on the actual issuance of such
               shares of Common Stock or of such Convertible Securities on the
               exercise of such Options or on the actual issuance of shares of
               Common Stock as a result of the conversion or exchange of such
               Convertible Securities.

          7.2.2 Issuance of Convertible Securities. If the Corporation in any
               manner issues or sells any Convertible Securities and the price
               per share for which shares of Common Stock are issuable on
               conversion or exchange thereof is less than the Exercise Price in
               effect immediately prior to the time of such issue or sale, then
               the maximum number of shares of Common Stock issuable on
               conversion or exchange of such Convertible Securities will be
               deemed to be outstanding and to have been issued and sold by the
               Corporation at the time of the issue or sale of such Convertible
                Securities for such price per share. For the purposes of this
               paragraph, the "price per share for which shares of Common Stock
               are issuable on conversion or exchange thereof" is determined by
               dividing (a) the total amount received or receivable by the
               Corporation as consideration for the issue or sale of such
               Convertible Securities, plus the minimum aggregate amount of
               additional consideration, if any, payable to the Corporation on
               the conversion or exchange thereof, by (b) the total maximum
               number of shares of Common Stock issuable on the conversion or
               exchange of all such Convertible Securities. No further
                adjustment of the Exercise Price will be made on the actual issue
               of such shares of Common Stock on conversion or exchange of such
               Convertible Securities, and if any such issue or sale of such
               Convertible Securities is made on exercise of any Options for
               which adjustments of the Exercise Price had been or are to be
               made pursuant to other provisions of this paragraph 7.2, no
               further adjustment of the Exercise Price will be made by reason
               of such issue or sale.

          7.2.3 Change in Option Price or Conversion Rate. If the purchase price
               provided for in any Options, the additional consideration, if
               any, payable on the issue, conversion or exchange of any
               Convertible Securities, or the rate at which any Convertible
               Securities are convertible into or exchangeable for shares of
               Common Stock changes at any time, the Exercise Price in effect at
               the time of such change will be adjusted immediately to the
               Exercise Price which would have been in effect at such time had
               such Options or Convertible Securities still outstanding provided
               for such changed purchase price, additional consideration or
               changed conversion rate, as the case may be, at the time
               initially granted, issued or sold and the number of shares of
               Common Stock issuable hereunder will be correspondingly adjusted.
               For purposes of this paragraph 7.2, if the terms of any Option or
               Convertible Security which was outstanding as of the date of this
               Warrant are changed in the manner described in the immediately
               preceding sentence, then such Option or Convertible Security and
               the shares of Common Stock deemed issuable on exercise,
               conversion or exchange thereof will be deemed to have been issued
               as of the date of such change. Notwithstanding the foregoing no
               such change will at any time cause the Exercise Price hereunder
               to be increased.

          7.2.4 Expired Options and Securities. On the expiration of any Option
               or the termination of any right to convert or exchange any
               Convertible Securities without the exercise of such Option or
               right, the Exercise Price then in effect and the number of shares
               of Common Stock acquirable hereunder will be adjusted immediately
               to the Exercise Price and the number of shares which would have
               been in effect at the time of such expiration or termination had
                such Option or Convertible Securities, to the extent outstanding
               immediately prior to such expiration or termination, never been
               issued. For purposes of this paragraph 7.2, the expiration or
               termination of any Option or Convertible Security which was
               outstanding on or before the date of execution of this Warrant
               will not cause the Exercise Price hereunder to be adjusted
               unless, and only to the extent that, a change in the terms of
               such Option or Convertible Security caused it to be deemed to
               have been issued after the date of this Warrant.

          7.2.5 Calculation of Consideration Received. If any shares of Common
               Stock, Options or Convertible Securities are issued or sold or
               deemed to have been issued or sold for cash, the consideration
               received therefor will be deemed to be the amount received by the
               Corporation therefor. In case any shares of Common Stock, Options
               or Convertible Securities are issued or sold for consideration
               other than cash, the amount of the consideration other than cash
               received by the Corporation will be the fair value of such
               consideration, except where such consideration consists of
               securities, in which case the amount of consideration received by
               the Corporation will be the Current Market Price thereof as of
                the date of receipt. In case any shares of Common Stock, Options
               or Convertible Securities are issued to the owners of the
               non-surviving entity in connection with any merger in which the
               Corporation is the surviving entity the amount of consideration
               therefor will be deemed to be the fair value of such portion of
               the net assets and business of the non-surviving entity as is
               attributable to such shares of Common Stock, Options or
               Convertible Securities, as the case may be. The fair value of any
               consideration other than cash or securities will be determined at
               the reasonable discretion of the board of directors of the
               Corporation consistent with the value assigned for generally
               accepted accounting principles for purposes of financial
               reporting. Notice of such determination will be given to the
               Holder.

           7.2.6 Integrated Transactions. In case any Option or Convertible
               Security is issued in connection with the issue or sale of other
               securities of the Corporation, together comprising one integrated
               transaction in which no specific consideration is allocated to
               such Options or Convertible Security by the parties thereto, the
               Options or Convertible Security will be deemed to have been
               issued for consideration determined at the reasonable discretion
               of the board of directors of the Corporation consistent with the
               value assigned for purposes of generally accepted accounting
               principles. Notice of such determination will be given to the
               Holder.

          7.2.7 Treasury Shares. The number of shares of Common Stock
               outstanding at any given time will not include shares of Common
               Stock owned or held by or for the account of the Corporation or
               any subsidiary, and any issuance or disposition of any shares of
               Common Stock so owned or held will be considered an issuance or
               sale of shares of Common Stock.

          7.2.8 Record Date. If the Corporation takes a record of the holders of
               shares of Common Stock for the purpose of entitling them (a) to
               receive a dividend or other distribution payable in shares of
               Common Stock, Options or in Convertible Securities or (b) to
               subscribe for or purchase shares of Common Stock, Options or
               Convertible Securities, then such record date will be deemed to
               be the date of the issue or sale of the shares of Common Stock
                deemed to have been issued or sold on the declaration of such
               dividend or the making of such other distribution or the date of
               the granting of such right of subscription or purchase, as the
               case may be.

     7.3   Stock Splits and Reverse Splits. In the event that the Corporation at
          any time after the date of this Warrant subdivides its outstanding
          shares of Common Stock into a greater number of shares (by stock
          split, stock dividend, recapitalization or otherwise), the Exercise
          Price in effect immediately prior to such subdivision will be
          proportionately reduced and the number of Warrant Shares purchasable
          on the exercise of the Warrants immediately prior to such subdivision
          will be proportionately increased. Conversely, in the event that the
          outstanding shares of Common Stock at any time are combined into a
          smaller number of shares (by reverse stock split or otherwise), the
          Exercise Price in effect immediately prior to such combination will be
          proportionately increased and the number of Warrant Shares purchasable
          on the exercise of the Warrants immediately prior to such combination
          will be proportionately reduced.

     7.4   Certain Events. If any event occurs of the type contemplated by the
          provisions of this paragraph 7 but not expressly provided for by such
          provisions (including, without limitation, the granting of stock
          appreciation rights, phantom stock rights or other rights with equity
          features, other than the Corporation's employee or director benefit
          plans), then the Corporation's board of directors will make an
          appropriate adjustment in the Exercise Price and the number of shares
          of Common Stock obtainable on exercise the Warrants so as to protect
          the rights of the holders of the Warrants. Notwithstanding anything
          herein to the contrary, no such adjustment will increase the Exercise
          Price or decrease the number of shares of Common Stock as otherwise
          determined pursuant to this paragraph 7.

     7.5   Notice of Adjustment. Whenever the Exercise Price or the number of
           Warrant Shares issuable on the exercise of the Warrants will be
          adjusted as herein provided, or the rights of the Holder hereof will
          change by reason of other events specified herein, the Corporation
          will compute the adjusted Exercise Price and the adjusted number of
          Warrant Shares in accordance with the provisions hereof and will
          prepare an Officer's Certificate setting forth the adjusted Exercise
          Price and the adjusted number of Warrant Shares issuable on the
          exercise of the Warrants or specifying the other shares of stock,
          securities or assets receivable as a result of such change in rights,
          and showing in reasonable detail the facts and calculations on which
           such adjustments or other changes are based. The Corporation will
          promptly cause to be mailed to the Holder copies of such Officer's
          Certificate together with a notice stating that the Exercise Price and
          the number of Warrant Shares purchasable on exercise of the Warrants
          have been adjusted and setting forth the adjusted Exercise Price and
          the adjusted number of Warrant Shares purchasable on the exercise of
          the Warrants.

     7.6   Exceptions to Anti-Dilution Adjustment. Notwithstanding anything to
          the contrary contained in this Warrant, there will be no adjustment in
          the Exercise Price or the number of Warrant Shares obtainable on
          exercise of the Warrants as a consequence of the issuance by the
          Corporation of: (a) any option, warrant, convertible security or other
          right to acquire shares of Common Stock outstanding or in effect as of
          the date of this Warrant and not amended after the date of this
          Warrant; (b) any options, stock purchase rights or other rights to
          acquire shares of Common Stock of the Corporation on exercise of
          options granted or that may be granted under the Corporation's
          compensatory stock option plans at an exercise price no less than the
          Current Market Price on the date of issuance; or (c) the issuance of
          shares of Common Stock as a result of the exercise of any of the
          foregoing.

     7.7   Definitions. For purposes of this Warrant the following terms will
          have the designated meanings: (a) "shares of Common Stock Deemed
          Outstanding" means at any given time, the number of shares of Common
          Stock actually outstanding at such time, plus the number of shares of
          Common Stock deemed to be outstanding pursuant to paragraph 7 hereof
          regardless of whether the Options or Convertible Securities are
          actually exercisable at such time; (b) "Convertible Securities" means
          any stock or securities (directly or indirectly) convertible into or
          exchangeable for shares of Common Stock; and (c) "Options" means any
          rights or options to subscribe for or purchase shares of Common Stock
           or Convertible Securities.

     7.8   Current Market Price. For purposes of this Warrant the "Current Market
          Price" means: (a) with respect to a security which is traded on an
          organized national exchange or market the average of the last bid and
          asked prices as quoted on the applicable exchange or market for the
          immediately preceding twenty (20) trading days; and (b) if the
          security is not traded on such an organized exchange or market, the
           price per share of the security as determined in good faith by the
          Corporation's board of directors and set forth in a notice of such
          valuation to the Holder.

8. Reorganizations and Asset Sales. If any recapitalization, reorganization or
reclassification of the capital stock of the Corporation, or any consolidation,
merger or share exchange of the Corporation with another person, or the sale,
transfer or other disposition of all or substantially all of its assets to
another person will be effected in such a way that a holder of shares of Common
Stock of the Corporation will be entitled to receive capital stock, securities
or assets with respect to or in exchange for shares of Common Stock, then the
following provisions will apply:

      8.1   Replacement Instrument. As a condition of such recapitalization,
          reorganization, reclassification, consolidation, merger, share
          exchange, sale, transfer or other disposition (except as otherwise
          provided below in paragraph 8.2) lawful and adequate provisions in
          form and substance reasonably satisfactory to the holders of a
          majority of the Warrants will be made whereby the holders of Warrants
          will thereafter have the right to purchase and receive on the terms
          and conditions specified in this Warrant and in lieu of or addition to
          (as the case may be) the Warrant Shares immediately theretofore
          receivable on the exercise of the rights represented hereby, such
           shares of capital stock, securities or assets as may be issued or
          payable with respect to or in exchange for a number of outstanding
          shares of such shares of Common Stock equal to the number of Warrant
          Shares immediately theretofore so receivable had such
          recapitalization, reorganization, reclassification, consolidation,
          merger, share exchange or sale not taken place. In any such case
          appropriate provision (in form and substance reasonably satisfactory
          to the holders of majority of the Warrants) will be made with respect
          to the rights and interests of the holders of the Warrants to the end
          that the provisions hereof (including, without limitation, in the case
           of any such consolidation, merger or sale in which the successor
          entity or purchasing entity is other than the Corporation, an
          immediate adjustment of the Exercise Price to the value for the shares
          of Common Stock reflected by the terms of such consolidation, merger
          or sale, and a corresponding immediate adjustment in the number of
          shares of Common Stock acquirable and receivable on exercise of the
          Warrants, if the value so reflected is less than the Exercise Price in
          effect immediately prior to such consolidation, merger or sale) will
          thereafter be applicable, as nearly as possible, in relation to any
          shares of capital stock, securities or assets thereafter deliverable
          on the exercise of the Warrants.

     8.2   Assumption. The Corporation will not effect any such consolidation,
          merger, share exchange, sale, transfer or other disposition unless
          prior to or simultaneously with the consummation thereof the successor
          person (if other than the Corporation) resulting from such
          consolidation, share exchange or merger or the person purchasing or
          otherwise acquiring such assets will have assumed by written
          instrument executed and mailed or delivered to the Holder hereof at
          the last address of the Holder appearing on the books of the
          Corporation, (a) the obligation to deliver to the Holder such shares
          of capital stock, securities or assets as, in accordance with the
          foregoing provisions, the Holder may be entitled to receive, and (b)
          all other liabilities and obligations of the Corporation hereunder.
          The foregoing will be performed by issuing a new warrant identical to
          the terms of this Warrant revised to reflect the new parties thereto,
          a provision indicating the replacement nature of the new warrant and
          any modifications in Exercise Price and number of shares of stock or
          equity interests obtainable on the exercise of the new warrant as
          provided herein.

9. Notices to Holder. If at any time the Corporation proposes to:

     9.1   declare any dividend on its shares of Common Stock payable in capital
           stock or make any dividend or other distribution (including cash
          dividends) to the holders of the shares of Common Stock;

     9.2   offer for subscription pro rata to all of the holders of the shares of
          Common Stock any additional shares of capital stock of any class or
          other rights other than the Series A Notes or Series A Warrants;

     9.3   effect any capital reorganization, or reclassification of the capital
          stock of the Corporation, or consolidation, merger or share exchange
          of the Corporation with another person, or sale, transfer or other
          disposition of all or substantially all of its assets; or

     9.4   effect a voluntary or involuntary dissolution, liquidation or winding
           up of the Corporation,

     then, as a condition to taking any one or more of the foregoing actions and
     in addition to any other obligation under this Warrant, the Corporation
     will give the Holder: (a) at least thirty (30) days (but not more than 90
     days) prior written notice of the date on which the books of the
     Corporation will close or a record will be taken for such dividend,
     distribution or subscription rights or for determining rights to vote in
     respect of such issuance, recapitalization, reorganization,
     reclassification, consolidation, merger, share exchange, sale, transfer,
     disposition, dissolution, liquidation or winding up, and (b) in the case of
     any such issuance, recapitalization, reorganization, reclassification,
     consolidation, merger, share exchange, sale, transfer, disposition,
     dissolution, liquidation or winding up, at least thirty (30) days (but not
     more than 90 days) prior written notice of the date when the same will take
     place. Any notice under foregoing clause (a) will specify the date on which
     the holders of shares of Common Stock will be entitled to any such
     dividend, distribution or subscription rights, and any notice under
     foregoing clause (b) will specify the date on which the holders of shares
     of Common Stock will be entitled to exchange their shares of Common Stock,
     as the case may be, for securities or other property deliverable on such
     reorganization, reclassification, consolidation, merger, share exchange,
     sale, transfer, disposition, dissolution, liquidation or winding up.

10. Fractional Shares. Fractional shares will not be issued on the exercise of
the Warrants. If the Holder would be entitled to receive a fractional share, the
Corporation will pay to the Holder an amount equal to the fractional share
multiplied by the Current Market Price for one share of shares of Common Stock
less the Exercise Price.

11. Fully Paid Stock; Taxes. The Corporation covenants and agrees that the
shares of stock represented by each and every certificate for its shares of
Common Stock to be delivered on the exercise of the Warrants will be duly
authorized, validly issued and outstanding, fully paid, nonassessable and free
from all taxes, liens, charges and encumbrances. The Corporation agrees to pay
when due and payable any and all federal and state taxes (including, without
limitation, all documentary, stamp, transfer or other transactional taxes but
excluding income taxes) which may be payable in respect of the Warrants, any
Warrant Shares or certificates therefor on the exercise of the Warrants.

12. Notices. Any notice, demand or communication required or permitted to be
given by any provision of this Warrant will be in writing and will be deemed to
have been given and received when delivered personally or by telefacsimile to
the party designated to receive such notice, or on the date following the day
sent by overnight co