EXHIBIT 4 ( d ) NEITHER THIS WARRANT NOR THE SHARES ISSUABLE ON THE EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); AND THIS WARRANT IS NOT TRANSFERABLE EXCEPT ON DEVOLUTION OF SUCH WARRANT BY...

                                                               EXHIBIT 4 ( d )

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NEITHER THIS WARRANT NOR THE SHARES ISSUABLE ON THE EXERCISE THEREOF HAVE BEEN 
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES 
ACT"); AND THIS WARRANT IS NOT TRANSFERABLE EXCEPT ON DEVOLUTION OF SUCH 
WARRANT BY OPERATION OF THE LAWS OF DESCENT AND DISTRIBUTION IN THE EVENT OF 
THE DEATH OR ADJUDICATED INCOMPETENCE OF THE HOLDER.


No.  WA-__________                            3-Year Warrant to purchase
                                        *60,000* shares (subject to adjustment)
Dated: _____________, 1996                 of common stock, $.10 par value, of
                                              Corniche Group Incorporated

                     VOID AFTER ______________, 1999

                       CORNICHE GROUP INCORPORATED

         Non-Transferable, Redeemable Common Stock Purchase Warrant

     Corniche Group Incorporated (hereby called the "Company"), a Delaware 
corporation, hereby certifies that, for and in consideration of the sum of 
$1,000:


                  ______________________________________________
                                      (Name)


                  ______________________________________________
                                 (Street and No.)


                   ______________________________________________
                             (City, State and Zip Code)


                   ______________________________________________
                  (Social Security No. or Federal Employer ID No.)


                   ______________________________________________
                                  (Date of Birth)

is entitled to purchase from the Company, at any time or from time to time, 
subsequent to the date of issuance hereof and before 3:00 P.M. New York local 
time on _________, 1999 (the "Exercise Period"), subject to prior redemption 
by the Company, an aggregate of up to 60,000 fully paid and non-assessable 
shares (the number or character of such shares being subject to adjustment as 
provided below) of the common stock, $.10 par value per share, of the Company 
(the "Underlying Shares") on the payment therefor of $.50 for each share of 
the common stock subscribed for and purchased, upon the surrender of this 
warrant duly signed by the registered holder hereof or assigns at the time of 
subscription, accompanied by payment of the total subscription price in cash 
or by certified check or bank draft payable to the order of the Company, upon 
the terms and subject to the conditions hereinafter set forth.

     1.     Notice of Exercise.  Notice of intention to exercise any of the 
purchase rights evidenced by this warrant must be given during the Exercise 
Period by written notice addressed to the Company at its principal office or 
by written notice addressed to its duly designated and acting agent, if any, 
at least 10 days prior to any intended exercise.  Such notice shall specify 
the date on which purchase rights are to be exercised and the number of shares 
of the common stock to be purchased on that date.


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     2.     Exercise of Warrant.  On or before the date of exercise specified 
in such notice given during the Exercise Period, the holder shall surrender 
this warrant (in negotiable form, if not surrendered by the holder named 
above) to the principal office of the Company, or to that of its duly 
designated and acting agent with the exercise form attached to this warrant 
duly signed together with the purchase price of the common stock represented 
by certified or official bank check on New York Clearing House funds payable 
to the order of the Company, in the amount of the said purchase price.

     3.     Delivery of Stock Certificates on Exercise.  As soon as 
practicable after the exercise of this warrant and payment of the purchase 
price, and in any event no later than 10 days thereafter, the Company or its 
duly designated and acting agent, if any, will cause to be issued in the name 
of and delivered to the holder hereof, or such holder's nominee or nominees, a 
certificate or certificates for the number of full shares of the common stock 
of the Company to which such holder shall be entitled upon such exercise.  In 
case, between the date of such exercise and the date on which such certificate 
or certificates are issued, the record holder of such shares shall become 
entitled to any dividend or other right, the Company will forthwith pay or 
cause to be paid in cash to the holder hereof the amount of such dividend, or 
transfer to the holder hereof such right, as the case may be.  No fraction of 
a share or scrip certificate for such fraction shall be issued upon the 
exercise of this warrant; in lieu thereof, the Company will pay or cause to be 
paid to such holder cash equal to a like fraction at the then prevailing 
market price for such share as determined by the Company.

     4.     Partial Exercise of a Warrant.  In case this warrant shall be 
exercised for less than the full number of shares to which the holder is 
entitled the Company, at its expense, will issue, or will cause to be issued 
and delivered to the holder hereof, a new warrant or warrants of like tenor 
issued in said holder's name, representing the unexercised warrants.

     5.     Dividends in Stock, Property, Reclassifications.  In case at any 
time or from time to time the holders of the common stock of the Company (or 
any other shares of stock or other securities at that time receivable upon 
exercise of this warrant) shall have received, or as of a record date shall 
have become entitled to receive other or additional or less stock or other 
securities or property (other than cash) without payment therefor (whether 
through a dividend in stock of any class of stock of the Company or any other 
corporation, or a dividend in any securities or property other than cash, or 
through stock split, spin-off, reclassification, combination, of shares or 
otherwise), then and in each such case the holder of this warrant upon the 
exercise thereof and upon the payment of the sum obtained by multiplying (a) 
the number of shares of the common stock of the Company called for on the face 
of this warrant by (b) the purchase price per share obtaining on the date of 
such event, as hereinabove provided, shall be entitled to receive, in lieu of 
the shares called for hereby, the stock or other securities of property which 
said holder would hold on the date of such exercise, if, from the date hereof 
to and including such date, he had been the holder of record of the number of 
shares of the common stock of the Company called for on the face of this 
warrant and had retained such shares and all such other or additional or less 
stock and other securities and property receivable in respect of such shares.  
In case of the partial exercise of this warrant under such circumstances, the 
number of shares of stock which would have been receivable upon the full 
exercise of this warrant, computed as provided above, shall be proportionately 
reduced.

     6.     Reorganization, Consolidations, Mergers.  In case of any 
reorganization of the Company, or any other corporation, the stock or 
securities of which are at the time deliverable on the exercise of this 
warrant, or in case the Company or such other corporation shall consolidate 
with or merge into another corporation, or convey all or substantially all of 
its assets to another corporation, the holder of this warrant, upon the 
exercise hereof and upon the payment of the sum obtained by multiplying (a) 
the number of shares of the Company called for on the face of the warrant by 
(b) the purchase price per share obtaining on the date of such event, as 
hereinabove provided, shall be entitled to receive, in lieu of the shares 
theretofore called for hereby, the stock or other securities or property to 
which such holder would have been entitled upon the consummation of such 
reorganization, consolidation, merger or conveyance if he had purchased the 
shares 

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called for hereby immediately prior thereto; and in such case, the provisions 
of this warrant shall be applicable to the shares of stock or other securities 
or property thereafter deliverable upon the exercise of this warrant.  In the 
case of the partial exercise of this warrant under such circumstances, the 
number of shares of stock or other securities or property which would have 
been receivable upon the full exercise of this warrant, and the sum payable 
therefor, shall be proportionately reduced.

     7.     Redemption Of Warrants.  The unexercised portions, if any, of the 
warrants are redeemable at the option of the Company at a price of $.075 per 
Underlying Share at any time during a period of one hundred twenty days 
commencing on the date hereof (the "Redemption Period").  If the Company shall 
elect to redeem warrants as permitted by this Section 7, notice of redemption 
shall be given to the holders of all outstanding warrants to whom the 
redemption shall apply by mailing, by regular first class or certified mail or 
by recognized courier service, a notice of such redemption, accompanied by 
payment in full therefor by check or draft at the rate herein provided, to 
their last addresses as they shall appear upon the Company's registry books.  
The date of the mailing of such notice and payment shall be deemed the 
effective date of such redemption (the "Redemption Date") whereupon, as of the 
close of business on the Redemption Date, the warrants which shall have been 
thus redeemed shall be null, void and of no further force and effect.

     8.     Lost, Stolen, Destroyed or Mutilated Warrants.  Upon receipt by 
the Company or its duly designated and acting agent, if any, of evidence 
satisfactory (in the exercise of reasonable discretion) to each of them of the 
ownership of and the loss, theft or destruction or mutilation of this or any 
warrant and (in the case of loss, theft or destruction) of indemnity 
satisfactory (in the exercise of reasonable discretion) to each of them, and 
(in the case of mutilation) upon the surrender and cancellation thereof, the 
Company or its duly designated and acting agent will issue and deliver, in 
lieu thereof, a new warrant of like tenor.

     9.     Transferability.  This warrant has not been registered under the 
Securities Act; and is not transferable except on devolution of such warrant 
by operation of the laws of descent and distribution in the event of the death 
or adjudicated incompetence of the holder.  Neither this warrant nor any 
shares of common stock issued by reason of the exercise thereof shall be 
pledged, hypothecated, made the subject of a security interest or otherwise 
lodged as collateral to secure or guaranty the payment or performance of any 
debt, indemnity, cause, claim, demand or other obligation of any kind, in 
furtherance of which the certificate(s) evidencing any such shares of common 
stock shall bear a restrictive legend reciting the proscription set forth 
above.

     10.     Piggyback Registration Rights.  If at any time, or from time to 
time, commencing on the date of issuance hereof and ending three years after 
the date of issuance hereof, the Company proposes to file a registration 
statement with the Securities and Exchange Commission with respect to the sale 
of any securities of the Company, the Company will, at least thirty (30) days 
prior to such filing, give written notice thereof to the holders of this 
warrant and the holders of the Underlying Shares and if, within twenty (20) 
days after receipt of such notice, such holders request inclusion in such 
registration statement of the Underlying Shares, the Company will use its best 
efforts to include the Underlying Shares in such registration statement.  The 
Company will pay and bear all costs and expenses in connection with 
registering such Underlying Shares.

     11.     Miscellaneous. This warrant shall not be valid for any purpose 
unless signed by an authorized officer of the Company and countersigned by the 
duly designated and acting agent, if any.  This warrant does not confer upon 
the holder any right to vote or to consent or to receive notice as a 
stockholder of the Company.

     12.     Headings.  The headings in this warrant are for purposes of 
reference only, and shall not limit or otherwise affect the meaning hereof.

     13.     Expiration.  This warrant will be wholly void and of no effect 
after 3 P.M., New York local time, on the expiration date set forth on the 
first page hereof.

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     14.     Law Governing.  This warrant shall be construed and enforced in 
accordance with and governed by the laws of the State of New Jersey.

     15.     Savings Clause.  If any provision of this warrant, or the 
application of such provision to any person or circumstance, shall be held 
invalid, the remainder of this warrant, or the application of such provision 
to persons or circumstances other than those as to which it is held invalid, 
shall not be affected thereby.

                                            CORNICHE GROUP INCORPORATED



                                          By_______________________________
                                             XXXXX X. XXXX, Vice President

ATTEST:


_______________________________
                    , Secretary

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