TELSCAPE INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.62
<SEQUENCE>24
<FILENAME>0024.txt
<TEXT>


                                    WARRANT


THESE  SECURITIES  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.  THEY MAY NOT BE
SOLD,  TRANSFERRED  OR  OFFERED  FOR  SALE  EXCEPT  PURSUANT  TO  AN  EFFECTIVE
REGISTRATION  STATEMENT  AS  TO  THE SECURITIES UNDER THE SECURITIES ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAWS  OR  AN  APPLICABLE  EXEMPTION  FROM  SUCH
REGISTRATION  REQUIREMENTS.

Warrant  D-3
December  1,  2000


              Warrant to Purchase 50,000 Shares of Common Stock of
                          Telscape International, Inc.

     Telscape  International,  Inc., a Texas corporation (the "COMPANY"), hereby
acknowledges  that James H. Dorsey III ("Investor"), or any other Warrant Holder
is  entitled, on the terms and conditions set forth below,  to purchase from the
Company,  at  any  time  after  the  date  hereof  and continuing for four years
thereafter  (and ending on the fourth anniversary of the date hereof), the above
number of fully paid and nonassessable shares of Common Stock,  par value $0.001
per  share,  of  the  Company  (the  "COMMON  STOCK")  at  the  Purchase  Price
(hereinafter defined), as the same may be adjusted pursuant to Section 5 herein.
                                                               ---------

     1.     DEFINITIONS.  All  terms not otherwise defined herein shall have the
            -----------
meanings  given  such  terms  in  the  Agreement.

          (a)  "AGREEMENT"  shall  mean  the Modification Agreement of even date
herewith  between  the  Company  and  the  Investor.

          (b)  "INVESTOR"  shall  mean  James  H.  Dorsey  III.

          (c)  "PURCHASE  PRICE"  shall  be  $1.125  per  share.

          (d) "WARRANT HOLDER" shall mean the Investor or any permitted assignee
of  all  or  any  portion  of  this  Warrant.

          (e)  "WARRANT  SHARES"  shall mean the shares of Common Stock or other
securities  issuable  upon  exercise  of  this  Warrant.

          (f)  Other  capitalized  terms  used  herein  which are defined in the
Agreement  shall  have  the  same  meanings  herein  as  therein.


<PAGE>
     2.     EXERCISE  OR  EXCHANGE  OF  WARRANT.

          (a)  This  Warrant may be exercised by the Warrant Holder, in whole or
in  part,  at  any  time  and  from  time  to time by surrender of this Warrant,
together  with  the form of exercise attached hereto as Exhibit A (the "EXERCISE
FORM")  duly  executed  by Warrant Holder, together with the full Purchase Price
(as  defined  in  Section  1)  for  each  share of Common Stock as to which this
Warrant  is  exercised,  to  the  Company at the address set forth in Section 15
hereof.  At  the option of the Warrant Holder, payment of the Purchase Price may
be  made either by (i) certified check payable to the order of the Company, (ii)
surrender  of  certificates then held representing, or deduction from the number
of shares issuable upon exercise of this Warrant, of that number of shares which
has  an  aggregate  fair market value (as defined below) on the date of exercise
equal to the aggregate Purchase Price for all shares to be purchased pursuant to
this  Warrant  or  (iii)  by  any  combination  of  the  foregoing  methods.

          In  the event that the Warrant is not exercised in full, the number of
Warrant  Shares  shall be reduced by the number of such Warrant Shares for which
this  Warrant  is  exercised,  and  the Company, at its expense, shall forthwith
issue  and  deliver  to or upon the order of the Warrant Holder a new Warrant of
like  tenor  in  the  name  of  the  Warrant Holder or as the Warrant Holder may
request,  reflecting  such  adjusted  Warrant  Shares.

          (b)  The  "DATE OF EXERCISE" of the Warrant shall be the date that the
completed  Exercise Form is delivered to the Company, together with the original
Warrant  and  payment  in  full  of  the  Purchase  Price.

     3.     DELIVERY  OF  STOCK  CERTIFICATES.
            ---------------------------------

          (a)  Subject  to  the terms and conditions of this Warrant, as soon as
practicable  after  the  exercise of this Warrant in full or in part, and in any
event  within  five  (5)  business  days  (as defined in the Securities Purchase
Agreement)  thereafter,  the  Company  at  its  expense  (including,  without
limitation,  the  payment  by it of any applicable issue taxes) will cause to be
issued  in  the  name  of and delivered to the Warrant Holder, or as the Warrant
Holder  may  lawfully  direct,  a  certificate or certificates for the number of
fully paid and non-assessable shares of Common Stock to which the Warrant Holder
shall  be  entitled  on  such  exercise,  together with any other stock or other
securities  or  property (including cash, where applicable) to which the Warrant
Holder  is entitled upon such exercise in accordance with the provisions hereof.

          (b)  This  Warrant  may  not  be  exercised as to fractional shares of
Common  Stock.  In  the  event  that the exercise of this Warrant, in full or in
part, would result in the issuance of any fractional share of Common Stock, then
in  such  event  the  Warrant Holder shall be entitled to cash equal to the fair
market  value  of  such  fractional  share.  For purposes of this Warrant, "fair
market  value"  shall  equal  the  closing  bid price of the Common Stock on the
Nasdaq  National  Market or Small-Cap Market, the American Stock Exchange or the
New  York  Stock Exchange, whichever is the principal trading exchange or market
for the Common Stock (the "PRINCIPAL MARKET") on the date of exercise hereof, or
if  the  Common  Stock  is  not  listed  or  admitted to trading on any national
securities exchange or quoted on the Nasdaq National Market or Small-Cap Market,
the  closing  bid  price  on the over-the-counter market as furnished by any New


<PAGE>
York  Stock  Exchange  member  firm  that  makes  a  market  in the Common Stock
reasonably  selected  from  time to time by the Company for that purpose, or, if
the  common Stock is not traded over-the-counter and the average price cannot be
determined  as  contemplated  above,  the  fair market value of the Common Stock
shall  be  as  reasonably  determined  in  good  faith by the Company's Board of
Directors.

     4.     COVENANTS  OF  THE  COMPANY.
            ---------------------------

          (a) The Company shall take all necessary action and proceedings as may
be  required  and  permitted  by applicable law, rule and regulation, including,
without  limitation, the notification of the Principal Market, for the legal and
valid  issuance  of  this  Warrant and the Warrant Shares to the Warrant Holder.

          (b)  From  the date hereof through the last date on which this Warrant
is  exercisable,  the  Company  shall  take  all  steps necessary and within its
control  to  insure  that  the  Common  Stock  remains  listed  or quoted on the
Principal Market and shall not amend its Articles of Incorporation or By-Laws so
as  to  adversely  affect  any  rights of the Warrant Holder under this Warrant;
provided,  however, that increasing the number of authorized shares shall not be
deemed  a  material  adverse  effect.

          (c)  The Company shall at all times reserve and keep available, solely
for  issuance  and  delivery  as Warrant Shares hereunder, such shares of Common
Stock  as  shall  from  time  to  time  be  issuable  as  Warrant  Shares.

          (d)  The  Warrant  Shares,  when  issued  in accordance with the terms
hereof;  will be duly authorized and, when paid for or issued in accordance with
the  terms  hereof,  shall be validly issued, fully paid and non-assessable. The
Company  has  authorized  and  reserved  for  issuance to the Warrant Holder the
requisite  number  of  shares  of  Common  Stock  to  be issued pursuant to this
Warrant.

          (e) With a view of making available to the Warrant Holder the benefits
of Rule 144 promulgated under the Securities Act ("RULE 144") and any other rule
or regulation of the Securities and Exchange Commission (the "SEC"), that may at
any  time  permit Warrant Holder to sell securities of the Company to the public
without  registration,  the  Company agrees to use its best efforts to: (i) make
and keep public information available, as those terms are understood and defined
in  Rule  144,  at  all times; and (ii) file with the SEC in a timely manner all
reports and other documents required of the Company under the Securities Act and
the  Exchange  Act.

     5.     ADJUSTMENT  OF  PURCHASE  PRICE AND NUMBER OF SHARES.  The number of
            ----------------------------------------------------
and  kind  of  securities  purchasable upon the exercise of this Warrant and the
Purchase  Price  shall  be  subject  to adjustment from time to time as follows:


<PAGE>
          (a)  SUBDIVISIONS,  COMBINATIONS  AND  OTHER ISSUANCES. If the Company
shall  at  any  time  after  the date hereof but prior to the expiration of this
Warrant  subdivide  its outstanding securities as to which purchase rights under
this  Warrant  exist,  by  split-up,  spin-off,  or  otherwise,  or  combine its
outstanding securities as to which purchase rights under this Warrant exist, the
number  of Warrant Shares as to which this Warrant is exercisable as of the date
of  such  subdivision,  split-up,  spin-off  or  combination  shall forthwith be
proportionately  increased  in  the  case  of  a subdivision, or proportionately
decreased  in  the  case of a combination. Appropriate adjustments shall also be
made  to  the  Purchase  Price, but the aggregate purchase price payable for the
total  number  of  Warrant Shares purchasable under this Warrant as of such date
shall  remain  the  same.

          (b)  STOCK  DIVIDEND. If at any time after the date hereof the Company
declares  a  dividend  or  other  distribution on Common Stock payable in Common
Stock  or other securities or rights convertible into or exchangeable for Common
Stock  ("COMMON  STOCK  EQUIVALENTS"),  without  payment of any consideration by
holders  of Common Stock for the additional shares of Common Stock or the Common
Stock Equivalents (including the additional shares of Common Stock issuable upon
exercise  or  conversion thereof), then the number of shares of Common Stock for
which this Warrant may be exercised shall be increased as of the record date (or
the date of such dividend distribution if no record date is set) for determining
which  holders  of  Common Stock shall be entitled to receive such dividends, in
proportion  to  the  increase in the number of outstanding shares (and shares of
Common  Stock  issuable  upon conversion of all such securities convertible into
Common  Stock)  of  Common  Stock as a result of such dividend, and the Purchase
Price shall be adjusted so that the aggregate amount payable for the purchase of
all  the Warrant Shares issuable hereunder immediately after the record date (or
on  the date of such distribution, if applicable), for such dividend shall equal
the  aggregate  amount  so  payable).

          (c)  OTHER  DISTRIBUTIONS.  If  at  any time after the date hereof the
Company  distributes  to  holders  of  its Common Stock, other than as part of a
dissolution  or  liquidation or the winding up of its affairs, any shares of its
capital stock, any evidence of indebtedness or any of its assets without payment
of  any  consideration by holders of Common Stock (other than cash, Common Stock
or  securities  convertible into or exchangeable for Common Stock), then, in any
such  case,  the  Warrant  Holder shall be entitled to receive, upon exercise of
this  Warrant,  with  respect  to  each share of Common Stock issuable upon such
exercise, the amount of cash or evidences of indebtedness or other securities or
assets  which such Warrant Holder would have been titled to receive with respect
to  each  such  share of Common Stock as a result of the happening of such event
had  this  Warrant  been exercised immediately prior to the record date or other
date  determining  the shareholders entitled to participate in such distribution
(the  "DISTRIBUTION  DATE").

          (d)  MERGER,  CONSOLIDATION, ETC. If at any time after the date hereof
there  shall  be  a  merger  or  consolidation of the Company with or into, or a
transfer  of  all  or substantially all of the assets of the Company to, another
entity  (a  "CONSOLIDATION EVENT"), then the Warrant Holder shall be entitled to
receive upon such transfer, merger or consolidation becoming effective, and upon
payment  of the aggregate Purchase Price then in effect, the number of shares or
other  securities  or  property  of  the Company or of the successor corporation
resulting  from  such merger or consolidation, which would have been received by
Warrant  Holder for the shares of stock subject to this Warrant had this Warrant
been  exercised  immediately  prior  to  such  transfer, merger or consolidation
becoming effective or to the applicable record date thereof, as the case may be.
The  Company  shall  not  effect  any  Consolidation  Event unless the resulting
successor or acquiring entity (if not the Company) assumes by written instrument
the  obligation  to  deliver  to  the Warrant Holder such shares of stock and/or
securities  as  the  Warrant Holder is entitled to receive had this Warrant been
exercised  in  accordance  with  the  foregoing.


<PAGE>
          (e)  RECLASSIFICATION, ETC. If at any time after the date hereof there
shall  be a reclassification or any securities as to which purchase rights under
this  Warrant  exist,  into  the same or a different number of securities of any
other  class or classes, then the Warrant Holder shall thereafter be entitled to
receive  upon  exercise  of this Warrant, during the period specified herein and
upon payment of the Purchase Price then in effect, the number of shares or other
securities  or  property resulting from such reorganization or reclassification,
which  would  have  been  received by the Warrant Holder for the shares of stock
subject  to  this  Warrant  had  this  Warrant  at  such  time  been  exercised.

          (f) ADJUSTMENTS; ADDITIONAL SHARES, SECURITIES OR ASSETS. In the event
that  at any time, as a result of an adjustment made pursuant to this Section 5,
                                                                      ---------
the  Warrant  Holder  shall,  upon  exercise of this Warrant, become entitled to
receive shares and/or other securities or assets (other than Common Stock) then,
wherever  appropriate,  all references herein to shares of Common Stock shall be
deemed  to  refer  to and include such shares and/or other securities or assets;
and thereafter the number of such shares and/or other securities or assets shall
be  subject to adjustment from time to time in a manner and upon terms as nearly
equivalent  as  practicable  to  the  provisions  of  this  Section  5.
                                                            ----------

     6.     NO  IMPAIRMENT.  The  Company will not, by amendment of its Articles
            --------------
of  Incorporation  or  through  any  reorganization,  transfer  of  assets,
consolidation,  merger,  dissolution,  issue  or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms  of  this  Warrant, but will at all times in good faith assist in the
carrying  out  of  all such terms and in the taking of all such action as may be
necessary  or  appropriate  in order to protect the rights of the Warrant Holder
against  impairment.  Without  limiting  the  generality  of  the foregoing, the
Company  (a)  will  not  increase  the par value of any Warrant Shares above the
amount  payable  therefor on such exercise, and (b) will take all such action as
may be reasonably necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares on the exercise of
this  Warrant.

     7.     NOTICE  OF  ADJUSTMENTS;  NOTICES.  Whenever  the  Purchase Price or
            ---------------------------------
number  of  Warrant  Shares  purchasable hereunder shall be adjusted pursuant to
Section  5  hereof,  the Company shall execute and deliver (by first class mail,
   -------
postage  prepaid)  to  the  Warrant  Holder  a  certificate  setting  forth,  in
reasonable  detail,  the  event  requiring  the  adjustment,  the  amount of the
adjustment,  and  the  Purchase Price and number of shares purchasable hereunder
after  giving  effect  to  such  adjustment.


<PAGE>
     8.     RIGHTS  AS  SHAREHOLDER.  Prior  to  exercise  of  this Warrant, the
            -----------------------
Warrant  Holder  shall  not  be  entitled  to any rights as a shareholder of the
Company  with  respect to the Warrant Shares, including (without limitation) the
right  to  vote such shares, receive dividends or other distributions thereon or
be notified of stockholder meetings.  However, in the event of any taking by the
Company of a record of the holders of any class of securities for the purpose of
determining  the holders thereof who are entitled to receive any dividend (other
than  a  cash  dividend)  or  other  distribution,  any  right to subscribe for,
purchase  or  otherwise  acquire  any  shares of stock of any class or any other
securities or property, or to receive any other right, the Company shall mail to
each  Warrant  Holder,  at  least 10 days prior to the date specified therein, a
notice  specifying  the  date  on  which  any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character of
such  dividend,  distribution  or  right.

     9.     REPLACEMENT  OF  WARRANT.  Upon  receipt  of  evidence  reasonably
            ------------------------
satisfactory to the Company of the loss, theft, destruction or mutilation of the
Warrant  and, in the case of any such loss, theft or destruction of the Warrant,
upon  delivery  of an indemnity agreement or security reasonably satisfactory in
form  and  amount  to  the  Company  or,  in the case of any such mutilation, on
surrender  and  cancellation  of  such  Warrant, the Company at its expense will
execute  and  deliver,  in  lieu  thereof,  a  new  Warrant  of  like  tenor.

     10.     CONSENT TO JURISDICTION.  THE PARTIES (i) HEREBY IRREVOCABLY SUBMIT
             -----------------------
TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT LOCATED IN THE
CITY OF HOUSTON OR ANY STATE COURT LOCATED IN THE CITY OF HOUSTON, TEXAS FOR THE
PURPOSES  OF  ANY  SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
WARRANT  AND (ii) HEREBY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUCH SUIT, ACTION
OR  PROCEEDING,  ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION
OF SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM  OR  THAT  THE  VENUE  OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER.  THE
PARTIES  CONSENT  TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING
BY  MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO
IT  UNDER  THIS  WARRANT  AND  AGREE THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT  SERVICE  OF  PROCESS  AND NOTICE THEREOF.  NOTHING IN THIS PARAGRAPH
SHALL  AFFECT  OR LIMIT ANY RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY  LAW.

     11.     ENTIRE  AGREEMENT;  AMENDMENTS.  This  Warrant  and  the  Agreement
             ------------------------------
contain  the  entire  understanding  of  the parties with respect to the matters
covered  hereby  and  thereby.  No  provision  of  this Warrant may be waived or
amended  other  than  by  a  written instrument signed by the party against whom
enforcement  of  any  such  amendment  or  waiver  is  sought.


<PAGE>
     12.     RESTRICTED  SECURITIES.
             ----------------------

          (a)  REGISTRATION  OR EXEMPTION REQUIRED. This Warrant has been issued
in a transaction exempt from the registration requirements of the Securities Act
in  reliance  upon the provisions of Section 4(2) of the Securities Act of 1933.
This  Warrant  and the Warrant Shares issuable upon exercise of this Warrant may
not  be  resold  except  pursuant  to  an effective registration statement or an
exemption  to the registration requirements of the Securities Act and applicable
state  laws.

          (b)  LEGEND.  The  Warrant and any Warrant Shares issued upon exercise
thereof  (until  a registration statement has been declared effective by the SEC
with respect to the Warrant Shares, at which time, such legend shall be removed,
and  the  Warrant  Shares  shall  be freely tradeable), shall bear the following
legend:

           THESE  SECURITIES  HAVE  NOT  BEEN REGISTERED UNDER THE
           SECURITIES  ACT  OF  1933,  AS AMENDED (THE "SECURITIES
           ACT"),  OR  ANY  STATE SECURITIES LAWS. THEY MAY NOT BE
           SOLD  OR  OFFERED   FOR  SALE  EXCEPT  PURSUANT  TO  AN
           EFFECTIVE  REGISTRATION  STATEMENT AS TO THE SECURITIES
           UNDER  THE  SECURITIES  ACT  AND  ANY  APPLICABLE STATE
           SECURITIES  LAWS  OR  AN APPLICABLE EXEMPTION FROM SUCH
           REGISTRATION  REQUIREMENTS.

          (c)  ASSIGNMENT.  Assuming  the  conditions  of  (a)  above  regarding
registration  or  exemption  have  been  satisfied, the Warrant Holder may sell,
transfer,  assign,  pledge  or otherwise dispose of this Warrant, in whole or in
part.  The  Warrant  Holder  shall  deliver  a  written  notice  to  Company,
substantially  in  the  form  of  the  Assignment  attached hereto as Exhibit B,
indicating  the  person or persons to whom the Warrant shall be assigned and the
respective number of Warrants to be assigned to each assignee. The Company shall
effect the assignment within ten (10) days, and shall deliver to the assignee(s)
designated  by  the Warrant Holder after delivery to the Company of the original
Warrant  or  Warrants  for cancellation, a Warrant or Warrants of like tenor and
terms  for  the  appropriate  number  of  shares.

     13.     NOTICES.  Any  notice  or other communication required or permitted
             -------
to  be  given hereunder shall be in writing and shall be effective (a) upon hand
delivery  or delivery by facsimile at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be  received),  or  the first business day following such delivery (if delivered
other  than on a business day during normal business hours where notice is to be
received)  or  (b)  on  the second business day following the date of mailing by
express  courier  service,  fully  prepaid,  addressed  to such address, or upon
actual  receipt  of  such mailing, whichever shall first occur.  The address for
such  communications  shall  be:


<PAGE>
     to  the  Company:     Telscape  International,  Inc.
                           1325  North  Meadow  Parkway
                           Roswell,  GA  30076
                           Attention:  Peter  Alexander,  President
                           Facsimile  No.:  (770)  319-2834

   to the Warrant Holder:  James  H.  Dorsey  III
                           110  Atlantic  Avenue
                           Suite  210
                           Delray  Beach,  Florida  33444
                           Facsimile  No.:  (561)  330-9989

     Either  party  hereto may from time to time change its address or facsimile
number  for  notices  under  this  Section  14  by giving at least 10 days prior
                                   -----------
written  notice  of  such changed address or facsimile number to the other party
hereto.

     14.     MISCELLANEOUS.  This  Warrant  and  any term hereof may be changed,
             -------------
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.  This Warrant shall be construed and enforced in accordance with and
governed  by  the laws of the State of Texas.   The headings in this Warrant are
for  purposes  of reference only, and shall not limit or otherwise affect any of
the  terms  hereof.  The  invalidity or unenforceability of any provision hereof
shall  in  no  way affect the validity or enforceability of any other provision.

                                                  TELSCAPE  INTERNATIONAL,  INC.


                                                  By:_______________________
                                                     _______________________
                                                          President


<PAGE>
                                    EXHIBIT A

                            FORM OF WARRANT EXERCISE
                            ------------------------

I/we  hereby  exercise Telscape International, Inc. (the "Company") Common Stock
Purchase  Warrant  #___________________.

(a)     Number of Shares of the Company common stock covered in Purchase Warrant
#_____________

(b)     Total  Exercise  price  (_________  per  share)     $____________


______________________________          ____________________________________
Signature                              Employment  Identification  Number

_____________________________________________________________________________
Name  (please  print)

_____________________________________________________________________________
Address
_____________________________________________________________________________

_____________________________________________________________________________


___________________________________
Telephone  Number
______________________________          ____________________________________
Signature                              Employment  Identification  Number

_____________________________________________________________________________
Name  (please  print)

_____________________________________________________________________________
Address
_____________________________________________________________________________

_____________________________________________________________________________


___________________________________
Telephone  Number

I  wish  to  register  my  shares  of  the  Company  common  stock  as  follows:

a.     (  )     Individual  Ownership
b.     (  )     Husband  and  Wife  as  Community  Property
(c)    (  )     Joint  Tenants  w/Right  to  Survivorship  (JTRS)
(d)    (  )     Tenants  in  Common
(e)    (  )     Other____________________________________

Dated:                    ,  20__.



<PAGE>
                                       10
                                    EXHIBIT B

                               FORM OF ASSIGNMENT
                               ------------------

     (To be executed by the registered Warrant Holder desiring to transfer the
                                    Warrant)

     FOR  VALUE  RECEIVED, the undersigned holder of the attached Warrant hereby
sells,  assigns and transfers unto the persons below named the right to purchase
________ shares of the Common Stock of TELSCAPE INTERNATIONAL, INC. evidenced by
the  attached  Warrant  and  does  hereby  irrevocably  constitute  and  appoint
______________  attorney  to  transfer  the  said  Warrant  on  the books of the
Company,  with  full  power  of  substitution  in  the  premises.

Dated:


__________________________________
Signature

Fill  in  for  new  Registration  of  Warrant:


__________________________________
Name


__________________________________
Address


__________________________________
Please  print  name  and  address  of  assignee
(including  zip  code  number)

NOTICE:  The  signature  to the foregoing Assignment must correspond to the name
as  written  upon  the face of the attached Warrant in every particular, without
alteration  or  enlargement  or  any  change  whatsoever.


<PAGE>
</TEXT>
</DOCUMENT>
