EXHIBIT NO. 4.11: SAMPLE FORM OF WARRANT TO BE ISSUED TO CRYOCON'S SHAREHOLDERS



                               WARRANT CERTIFICATE
                  REPRESENTING RIGHTS TO PURCHASE COMMON STOCK

Warrant Certificate No. ___________________________

         This certifies that ___________________________________________________
("Holder") or registered assigns is the registered owner of --------------------
__________________________ (_____________) Warrants, each Warrant entitling such
registered  owner  to  purchase,  at any time  after the  effective  date of the
registration statement filed  with  the  Securities  and  Exchange Commission on
February 9, 2001, up to and  until the Expiration Date, set forth in the Warrant
Agreement, provided  that  the Warrants have not been  previously repurchased by
the Company,  one share of Cryocon, Inc.'s  (the "Company") Common Stock, on the
following basis.

         During such period,  each  Warrant  shall  entitle the Holder  thereof,
subject to the provisions of the Warrant Agreement, to purchase from the Company
one share of Common Stock at an exercise  price equal to eighty percent (80%) of
the  Market  Price of the  Company's  Common  Stock the day prior to the Date of
Exercise,  as defined in the Warrant Agreement,  but in no event less than $2.00
per share (the "Exercise Price").

         The  Holder of this  Warrant  Certificate  may  exercise  the  Warrants
evidenced hereby, in whole or in part, by surrendering this Warrant Certificate,
with the Warrant Exercise Form, duly completed,  accompanied by payment in full,
in lawful money of the United States of America, in cash, by certified check, or
by bank wire transfer in  immediately  available  funds,  the Exercise Price for
each Warrant  exercised,  to the address  specified in the Warrant Agreement and
upon  compliance  with and subject to the conditions set forth herein and in the
Warrant Agreement.

         Any whole number of Warrants evidenced by this Warrant  Certificate may
be exercised to purchase shares of Common Stock. Upon any exercise of fewer than
all of the Warrants evidenced by this Warrant Certificate, there shall be issued
to the Holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised.

         This Warrant  Certificate  is issued under and in  accordance  with the
Warrant  Agreement dated _________ ___, 2001 (the "Warrant  Agreement"),  and is
subject to the terms and  provisions  contained  in the Warrant  Agreement.  The
Holder of this Warrant Certificate  consents the terms of the Warrant Agreement,
by acceptance hereof.

         Prior to the  expiration  of this  Warrant  Certificate,  this  Warrant
Certificate  may be exchanged  for Warrant  Certificates  representing  the same
aggregate number of Warrants.

         This Warrant  Certificate shall not entitle the registered owner hereof
to any of the rights of a stockholder,  including, without limitation, the right
to receive dividends.

         IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

Dated this ____day of April, 2001

CRYOCON, INC.


___________/S/___________________            ________/S/________________________
J. BRIAN MORRISON                            JAMES S. CUNDIFF
Chairman, Chief Executive Officer            Corporate Secretary


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