Dated: ____________, 1998 C. W. CHEMICAL WASTE TECHNOLOGIES LIMITED REPRESENTATIVE'S WARRANT TO PURCHASE UP TO 200,000 UNITS THIS REPRESENTATIVE'S WARRANT (this "Warrant" or "Representative's Warrant") CERTIFIES THAT RAS Securities Corp. (and/or any...

Dated: ____________, 1998

                    C. W. CHEMICAL WASTE TECHNOLOGIES LIMITED

                            REPRESENTATIVE'S WARRANT

                         TO PURCHASE UP TO 200,000 UNITS

      THIS REPRESENTATIVE'S WARRANT (this "Warrant" or "Representative's
Warrant") CERTIFIES THAT RAS Securities Corp. (and/or any of its permitted
transferees herein sometimes called the "Holder") is entitled to purchase from
C. W. Chemical Waste Technologies Limited (the "Company"), at the price and
during the period as hereinafter specified, up to 200,000 units ("Units"), each
consisting of one ordinary share of the Company, par value $.10 per share, as
now constituted (each, a "Share" and collectively, the "Shares"), and one
warrant to purchase one Share (each, an "Underlying Warrant" and collectively,
the "Underlying Warrants"). The Shares included in the Units, the Underlying
Warrants and the Shares issuable upon exercise thereof (the "Warrant Shares")
are sometimes referred to herein collectively, as the "Warrant Securities." The
components of the Units shall be separately transferable immediately upon
issuance. Each Underlying Warrant is exercisable for a period of four (4) years
from the one year anniversary of the Effective Date (as hereinafter defined)
through the fifth anniversary thereof, at an exercise price of $6.00, subject
to adjustment, to purchase one Share.

      This Representative's Warrant and the Warrant Securities have been
registered pursuant to a Registration Statement on Form F-1 (File No.
33-_________) (the "Registration Statement") declared effective by the
Securities and Exchange Commission (the "Commission") on _________, 1998 (the
"Effective Date"). This Representative's Warrant, constituting in the aggregate
warrants to purchase 200,000 Units, or 200,000 Shares and Underlying Warrants to
purchase 200,000 Shares, subject to adjustment pursuant to the terms of Section
8 hereof, was originally issued in consideration of $200 paid by the
Representative to the Company pursuant to an underwriting agreement between the
Company and RAS Securities Corp., as representative (the "Representative") of
the several underwriters (the "Underwriters"), the Representative in connection
with a public offering through the Underwriters (the "Public Offering") of
2,000,000 units, or 2,300,000 units if the Underwriters' over-allotment option
is exercised in full, each such unit (each, a "Public Unit" and collectively,
the "Public Units") consisting of one Share and one redeemable Class A Warrant
of the Company (the "Public Warrants").


      Except as otherwise specifically provided herein, the Shares issued
pursuant to this Representative's Warrant shall have the same terms and
conditions as described under the caption "DESCRIPTION OF SECURITIES - Ordinary
Shares" in the Registration Statement, and the Underlying Warrants shall be
governed by the terms of the warrant agreement dated as of _________, 1998,
governing the Public Warrants and executed in connection with the Public
Offering (the "Public Warrant Agreement"), except that (i) the Underlying
Warrants included in the Units may be redeemed by the Company pursuant to the
Public Warrant Agreement after this Representative's Warrant has been exercised
and to the extent that the Underlying Warrants are then outstanding, have not
been exercised and are called for redemption, and (ii) the holder(s) of (a) this
Representative's Warrant or any warrant issued in exchange herefor as provided
below and the holder(s) of any Warrant Securities shall have certain
registration rights under the Securities Act of 1933, as amended (the "Act").
The Company shall list this Representative's Warrant and the Warrant Securities
on the Nasdaq SmallCap Market and such other exchange or market on which the
Shares sold in the Public Offering are listed or quoted. In the event of any
extension of the expiration date or reduction of the exercise price of the
Public Warrants (the "Public Warrant Exercise Price"), the same changes shall be
simultaneously effected in Underlying Warrants.

      1. Exercise Periods. The rights represented by this Representative's
Warrant shall be exercised at the prices, subject to adjustment in accordance
with Section 8 of this Representative's Warrant, and during the periods as
follows:

            (a) During the period prior to the one-year anniversary of the
      Effective Date, the Holder shall have no right to purchase any Units
      hereunder, except that in the event of any merger, consolidation or sale
      of all or substantially all the capital stock or assets of the Company or
      in the case of any statutory exchange of securities with another
      corporation or company (including any exchange effected in connection with
      a merger of another corporation into the Company) subsequent to the
      Effective Date, the Holder shall have the right to exercise this
      Representative's Warrant and the Underlying Warrants included herein at
      such time and receive the kind and number of shares of stock and other
      securities and property (including cash) which a holder of the number of
      Shares included in the Units and the Warrant Shares would have owned or
      been entitled to receive had this Representative's Warrant and the
      Underlying Warrants been exercised immediately prior thereto.

            (b) During the four-year period commencing on the first


                                        2


      anniversary of the Effective Date and ending at 5:00 p.m. New York time on
      the fifth anniversary of the Effective Date, inclusive (the "Exercise
      Period"), each Holder shall have the right to purchase Units hereunder at
      $6.00 per Unit, as adjusted (the "Exercise Price"). For purposes of the
      adjustments to be made pursuant to Section 8 hereof, the per Unit Exercise
      Price shall be deemed to be $6.00, subject to further adjustment as
      provided in said Section 8.

            (c) Following the Exercise Period, this Warrant shall expire and the
      Holder shall have no right to purchase any Units hereunder.

      2. Certificates.

            (a) The warrant certificates evidencing the Underlying Warrants
      shall be in the form of the warrant certificate representing the Public
      Warrants (the "Underlying Warrant Certificates"), with such appropriate
      insertions, omissions, substitutions, and other variations as required or
      permitted by the terms of this Warrant or the Public Warrant.

      (b) Upon the exercise of this Representative's Warrant, the issuance of
      certificates for Shares and Underlying Warrant Certificates and/or
      certificates for any other securities, properties or rights issuable upon
      such exercise, shall be made forthwith (and in any event within seven (7)
      business days thereafter) without charge to the Holder thereof including,
      without limitation, any tax which may be payable in respect of the
      issuance thereof, and such certificates shall (subject to the provisions
      of Sections 4 and __ hereof) be issued in the name of, or in such names as
      may be directed by, the Holder thereof; provided, however, that the
      Company shall not be required to pay any tax which may be payable in
      respect of any transfer involved in the issuance and delivery of any such
      certificates in a name other than that of the Holder, and the Company
      shall not be required to issue or deliver such certificates unless or
      until the person or persons requesting the issuance thereof shall have
      paid to the Company the amount of such transfer tax or shall have
      established to the satisfaction of the Company that such tax has been
      paid.

            (c) Upon receipt by the Company of evidence reasonably satisfactory
      to it of the loss, theft, destruction or mutilation of any
      Representative's Warrant, and, in the case of loss, theft or destruction,
      of indemnity or security reasonably satisfactory to the Company, and
      reimbursement to the Company of all reasonable expenses incidental
      thereto, and upon surrender and cancellation of the Representative's
      Warrant,


                                        3


      if mutilated, the Company shall make and deliver a new Representative's
      Warrant of like tenor, in lieu thereof.

      3. Exercise of Representative's Warrant.

      3.1. Method of Exercise. The rights represented by this Warrant may be
      exercised, in whole or in part, at any time during the Exercise Period, by
      (a) surrender of this Warrant, and the purchase form attached hereto as
      Exhibit A properly completed and executed (the "Purchase Form") at the
      offices of the Company at 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX
      00000 (the "Company Offices") and (b) payment to the Company of the
      Exercise Price for the number of Units for which this Warrant is then
      being exercised, as specified in the Purchase Form, by certified or
      official bank check in New York Clearing House funds, subject to
      adjustment as provided in Section 8 hereof. This Warrant shall be deemed
      to have been exercised, in whole or in part to the extent specified,
      immediately prior to the close of business on the date on which this
      Warrant is surrendered and payment is made as provided in this Section 3.1
      (such date, the "Exercise Date"), and the person or persons in whose name
      or names the certificates for Shares and Underlying Warrant Certificates
      are issued upon such exercise shall become the holder(s) of record of such
      Shares and Underlying Warrants at such time on such Exercise Date. In the
      event that this Representative's Warrant is exercised for less than all of
      the Units for which it is then exercisable, upon such exercise and
      surrender of this Warrant, together with payment of the Exercise Price as
      provided above, the Company shall cancel this Warrant and execute and
      deliver to the Holder a new Representative's Warrant of like tenor for a
      number of Units equal to the number of the Units for which this Warrant
      has not yet been exercised, as adjusted (i) as provided in Section 8
      hereof and (ii) upon election of the Holder, as provided in Section 3.4
      hereof, together with certificates representing the Shares and Underlying
      Warrant Certificates for which the Warrant then being surrendered is
      exercised, no later than seven (7) days following the Company's receipt of
      this Representative's Warrant and the Purchase Form.

            3.2 Exchange of Representative's Warrant. A Holder may, at any time
      during the Exercise Period, elect to exchange this Warrant, in whole or in
      part (a "Warrant Exchange"), whether or not the same is being exercised,
      into the number of Units determined pursuant to the terms of Section 3.4
      hereof, by surrender of this Warrant accompanied by notice of intent to
      exchange the same indicating the number of Units for which such Holder
      elects to exchange this Warrant and the date of


                                        4


      such exchange (the "Exchange Date"), which notice shall be in the form of
      Exhibit C attached hereto (the "Exchange Notice"), which Exchange Notice
      may be in addition to any Purchase Form submitted in connection with the
      simultaneous exercise, if any, of the Warrant, in whole or in part. If
      this Warrant is being exercised and a Purchase Form and Exchange Notice
      are submitted simultaneously, the Warrant Exchange shall apply only to all
      or any number of those Units as to which this Warrant is not then being
      exercised. Such new Representative's Warrant shall be issued as of the
      Exchange Date and delivered to the Holder requesting the Warrant Exchange
      within seven (7) days after the Exchange Date.

            3.3 Exercise of Underlying Warrants; Issuance of Shares Upon
      Exercise of Representative's Warrant. In addition to the method of payment
      set forth in Section 3.1 and in lieu of any cash payment required
      thereunder, the Holder(s) of the Underlying Warrants shall have the right
      at any time and from time to time to exercise such Underlying Warrants by
      surrendering the Underlying Warrant Certificates therefor in the manner
      specified in Section 3.1 and/or 3.2 and complying with the terms of the
      Underlying Warrants. The number of Underlying Warrants to be issued upon
      exercise of the Representative's Warrant with respect to any Unit shall be
      as adjusted pursuant to Section 8 hereof. The number of Shares to be
      issued upon exercise of this Representative's Warrant with respect to any
      Units shall be as adjusted pursuant to Section 8 hereof.

            3.4 Adjustments Pursuant to Exchange Notice; Definition of Market
      Price. In connection with any Warrant Exchange and the Units subject
      thereto, the number of Units represented by the new Representative's
      Warrant to be issued shall represent a warrant to purchase the number of
      Units (rounded to the next highest integer) equal to the difference
      between (a) the number of Units specified in the Exchange Notice (which
      shall in no event be greater than the number of Units as to which the
      Representative's Warrant then being exchanged has theretofore not been
      exercised) and (b) a fraction, (i) the numerator of which shall be the
      number of such Units multiplied by the Exercise Price and (ii) the
      denominator of which shall be the Market Price, defined as follows:

                  (a) As used herein, the term "Market Price" shall mean, on any
            date, if the Units are then listed on a national securities exchange
            or listed or admitted to unlisted trading privileges on such
            exchange or listed for trading on the Nasdaq National Market or the
            Nasdaq SmallCap Market, the average of the last reported sale prices
            or the average of the means of the last reported


                                        5


            bid and asked prices of the Units on such exchange or market for the
            three (3) business days ending on the last business day prior to the
            Exchange Date.

                  (b) As used herein, the term "Market Price" shall mean, on any
            date, if the provisions of paragraph (a) of this Section 3.4 are not
            applicable, as follows:

                        (i) If the Shares are then listed on a national
                  securities exchange or listed or admitted to unlisted trading
                  privileges on such exchange or listed for trading on the
                  Nasdaq National Market or the Nasdaq SmallCap Market, "Market
                  Price" shall mean the average of the last reported sale prices
                  or the average of the means of the last reported bid and asked
                  prices of the Shares on such exchange or market for the three
                  (3) business days ending on the last business day prior to the
                  Exchange Date;

                        (ii) If the [Public] Warrants are then listed on a
                  national securities exchange or listed or admitted to unlisted
                  trading privileges on such exchange or listed for trading on
                  the Nasdaq National Market or the Nasdaq SmallCap Market,
                  "Market Price" shall mean the average of the last reported
                  sale prices or the average of the means of the last reported
                  bid and asked prices of the [Public] Warrants on such exchange
                  or market for the three (3) business days ending on the last
                  business day prior to the Exchange Date;

                        (iii) If neither the Shares nor the [Public] Warrants
                  are so listed or admitted to unlisted trading privileges,
                  "Market Price" shall mean the average of the means of the last
                  reported bid and asked prices of the Shares for the three (3)
                  business days ending on the last business day prior to the
                  Exchange Date;

                        (iv) If neither the Shares nor the [Public] Warrants are
                  so listed or admitted to unlisted trading privileges, "Market
                  Price" shall mean the average of the means of the last
                  reported bid and asked prices of the Warrants for the three
                  (3) business days ending on the last business day prior to the
                  Exchange Date;

                        (v) If neither the Shares nor the [Public] Warrants are
                  so listed or admitted to unlisted


                                        6


                  trading privileges and bid and asked prices are not so
                  reported with respect to the Shares or the [Public] Warrants,
                  "Market Price" shall mean the amount, not less than the book
                  value of the Shares, as at the end of the most recent fiscal
                  year of the Company ending prior to the Exchange Date,
                  determined in such reasonable manner as may be prescribed by
                  the Company's Board of Directors.

      4. Restriction On Transfer of Warrants. The Holder of this
Representative's Warrant, by its acceptance hereof, covenants and agrees that
such Representative's Warrant is being acquired as an investment and not with a
view to the distribution thereof; that such Representative's Warrant may not be
sold, transferred, assigned, hypothecated or otherwise disposed of, in whole or
in part, for a period of one (1) year from the date hereof, except to any of the
Underwriters, any dealer that participates in the Public Offering or any of
their respective officer(s) or director(s). The assignment, in whole or in part,
of any rights represented by this Representative's Warrant shall be made
pursuant to the Form of Assignment attached hereto as Exhibit B.

      5. Exercise Price. Except as otherwise provided in Section 8 hereof, the
Exercise Price of a Unit shall be $6.00, as adjusted from time to time in
accordance with the provisions of Section 8 hereof and as adjusted to reflect
any reduction of the exercise price of the Public Warrants.

      6. Reservation and Listing of Securities. The Company shall at all times
reserve and keep available out of its authorized Shares, solely for the purpose
of issuance upon the exercise of the Representative Warrant(s) and the
Underlying Warrants, such number of Shares or other securities, properties or
rights as shall be issuable upon the exercise thereof. The Company covenants and
agrees that, upon exercise of the Representative Warrant(s) and payment of the
Exercise Price therefor, all Shares and other securities issuable upon such
exercise shall be duly and validly issued, fully paid, non-assessable and not
subject to the preemptive rights of any shareholder. The Company further
covenants and agrees that upon exercise of the Underlying Warrants and payment
of the respective Underlying Warrant exercise price therefor, all Warrant Shares
and other securities issuable upon such exercises shall be duly and validly
issued, fully paid, non-assessable and not subject to the preemptive rights of
any shareholder. As long as any Representative Warrant and/or Underlying Warrant
is outstanding, the Company shall use its best efforts to cause all Shares
issuable upon the exercise of the


                                        7


Representative's Warrant(s) and the Underlying Warrants to be listed (subject to
official notice of issuance) on all securities exchanges on which the Shares or
Underlying Warrants issued to the public herewith may then be listed and/or
quoted.

      7. Registration Rights.

            7.1 Current Registration Under the Securities Act of 1933. This
      Representative's Warrant, the underlying Shares, Underlying Warrants and
      Warrant Shares, the Public Units and the Shares included in the Public
      Units, the Public Warrants and the Shares issuable upon exercise of the
      Public Warrants have been registered under the Securities Act of 1933, as
      amended (the "Act"), pursuant to the Company's Registration Statement. The
      Company covenants and agrees to use its best efforts to maintain the
      effectiveness of the Registration Statement for a period of seven (7)
      years from the Closing of the Public Offering.

            7.2 Contingent Registration Rights. In the event that, for any
      reason whatsoever, the Company fails to maintain the effectiveness of the
      Registration Statement for a period of seven (7) years from the Effective
      Date, and, in any event, from and after the first anniversary of the
      Effective Date, the Representative shall have, commencing on the date of
      any such occasion, contingent registration rights ("Registration Rights")
      as set forth in Section 7.3 hereof.

            7.3 Piggyback Registration. (a) If, at any time commencing on the
      date of closing of the Public Offering (the "Closing Date") and expiring
      on the seventh (7th) anniversary of thereof, the Company proposes to
      register any of its securities under the Act, either for its own account
      or the account of any other security holder or holders of the Company
      possessing registration rights ("Other Shareholders") (other than pursuant
      to Form S-4, Form S-8 or comparable registration statement), it shall give
      written notice, at least thirty (30) days prior to the filing of each such
      registration statement, to the Representative and to all other Holders of
      any Representative's Warrant, or of any Units, and/or Warrant Securities
      included therein or issued or issuable upon exercise of such
      Representative's Warrant or the Underlying Warrants (collectively,
      "Registrable Securities") of its intention to do so. If the Representative
      or other holders of Registrable Securities notify the Company within
      twenty-one (21) days after the receipt of any such notice of its or their
      desire to include any such securities in such proposed registration
      statement, the Company shall afford the


                                        8


      Representative and such other holders of such Securities the opportunity
      to have any such Securities registered under such registration statement.

            (b) If the registration of which the Company gives notice is for a
      registered public offering involving an underwriting, the Company shall so
      advise the Representative and such other Holders as part of the written
      notice given pursuant to Section 7.3(a) hereof. The right of the
      Representative or any such other Holder to registration pursuant to this
      Section 7.3 shall be conditioned upon participation by the Representative
      or such Holder in such underwriting and the inclusion of the Registrable
      Securities of the Representative or such Holder in the underwriting to the
      extent hereinafter provided. The Representative and all other Holders
      proposing to distribute their securities through such underwriting shall
      (together with the Company and any officer, directors or Other
      Shareholders distributing their securities through such underwriting)
      enter into an underwriting agreement in customary form with the
      representative of the underwriter or underwriters therefor selected by the
      Company. Notwithstanding any other provision of this Section 7.3, if the
      representative of the underwriter or underwriters advises the Company in
      writing that marketing factors require a limitation or elimination of the
      number of Shares or other securities to be underwritten, the
      representative may limit the number of Shares or other securities to be
      included in the registration and underwriting. The Company shall so advise
      the Representative and all other holders of Registrable Securities
      requesting registration, and the number of Shares or other securities that
      are entitled to be included in the registration and underwriting shall be
      allocated among the Representative and other holders requesting
      registration, in each case, in proportion, as nearly as practicable, to
      the respective amounts of the securities which they had requested to be
      included in such registration at the time of filing the registration
      statement.

            (c) Notwithstanding the provisions of this Section 7.3, the Company
      shall have the right, at any time after it shall have given written notice
      pursuant to Section 7.3(a) hereof (irrespective of whether a written
      request for inclusion of any such securities shall have been made), to
      elect not to file any such proposed registration statement or to withdraw
      the same after the filing, but prior to the effective date thereof.

      7.4 Demand Registration.

            (a) At any time commencing after the Closing Date and ending on the
      fifth (5th) anniversary of thereof, the holders


                                        9


      of Registrable Securities representing a "Majority" (as hereinafter
      defined) of such Securities, assuming the exercise of the Representative's
      Warrant as to all of the Units (the "Initiating Holders"), shall have
      the right (which right is in addition to the registration rights under
      Section 7.3 hereof), exercisable by written notice to the Company, to have
      the Company prepare and file with the Commission, on one occasion, a
      registration statement and such other documents, including a prospectus,
      as may be necessary in the opinion of both counsel for the Company and
      counsel for the Holders, in order to comply with the provisions of the
      Act, so as to permit a public offering and sale of their respective
      Registrable Securities for up to two hundred and seventy (270) days by
      such Holders and any other holders of Registrable Securities, as well as
      any other security holders possessing similar registration rights, who
      notify the Company within twenty-one (21) days after receiving notice from
      the Company of such request. All expenses of such registration and
      underwriting shall be borne by the Company.

            (b) The Company covenants and agrees to give written notice of any
      registration request under this Section 7.4 by any Holder or Holders to
      all other registered holders of Registrable Securities, as well as any
      other security holders possessing similar registration rights, within ten
      (10) days after the date of the receipt of any such registration request.

            (c) If the Initiating Holders intend to distribute the Registrable
      Securities covered by their request by means of an underwriting, they
      shall so advise the Company as a part of their request made pursuant to
      Section 7.4(a) hereof. The right of any holder to registration pursuant to
      this Section 7.4 shall be conditioned upon such holder's participation in
      such underwriting and the inclusion of such Xxxxxx's Registrable
      Securities in the underwriting to the extent and subject to the
      limitations provided herein. A holder may elect to include in such
      underwriting all or a part of the Registrable Securities it holds.

            (d) The Company shall (together with all Holders, officers,
      directors and Other Shareholders proposing to distribute their securities
      through such underwriting) enter into an underwriting agreement in
      customary form with the underwriter or the representative of the
      underwriters selected for such underwriting by the Initiating Holders,
      which underwriter(s) shall be reasonably acceptable to the Representative.
      Notwithstanding any other provision of this Section 7.4, if the
      underwriter or the representative of the underwriters advises the
      Initiating Holders in writing that


                                       10


      marketing factors require a limitation or elimination of the number of
      Shares or other securities to be underwritten, such representative may
      limit the number of Shares or other securities to be included in the
      registration and underwriting. The Company shall so advise the
      Representative and all holders of Registrable Securities requesting
      registration, and the number of Shares or other securities that are
      entitled to be included in the registration and underwriting shall be
      allocated among the Representative and other holders requesting
      registration, in each case, in proportion, as nearly as practicable, to
      the respective numbers of securities which they had requested to be
      included in such registration at the time of filing the registration
      statement. If the Company or any holder of Registrable Securities that has
      requested inclusion in such registration as provided above disapproves of
      the terms of any such underwriting, such person may elect to withdraw its
      securities therefrom by written notice to the Company, the underwriter and
      the Initiating Holders. Any securities so excluded shall be withdrawn from
      such registration. No securities excluded from such registration by reason
      of such underwriters' marketing limitations shall be included in such
      registration. To facilitate the allocation of shares in accordance with
      this Section 7.4(d), the Company or underwriter or underwriters selected
      as provided above may round the number of securities of any holder which
      may be included in such registration to the nearest 100 Shares.

            (e) In the event that the Initiating Holders are unable to sell all
      of the Registrable Securities for which they have requested registration
      due to the provisions of Section 7.4(d) hereof and if, at that time, the
      Initiating Holders are not permitted to sell Registrable Securities under
      Rule 144(k), the Initiating Holders shall be entitled to require the
      Company to afford the Initiating Holders an opportunity to effect one
      additional demand registration under this Section 7.4.

            (f) In addition to the registration rights under Section 7.3 and
      subsection (a) of Section 7.4 hereof, at any time commencing on the
      Closing Date and expiring on the seventh (7th) anniversary of the Closing
      Date, any holder of Registrable Securities shall have the right,
      exercisable by written request to the Company, to have the Company prepare
      and file, on one occasion, with the Commission a registration statement so
      as to permit a public offering and sale for 270 days by any such holder of
      its Registrable Securities, provided, however, that the provisions of
      Section 7.5(b) hereof, shall not apply to any such registration request
      and the registration and all costs incident thereto shall be at the


                                       11


      expense of the Holder or Xxxxxx's making such request.

            (g) Notwithstanding anything to the contrary contained herein, if
      the Company shall not have filed a registration statement for the
      Registrable Securities of the Initiating holders or the holder(s) referred
      to in Section 7.5(f) above (the "Paying Holders"), within the time period
      specified in Section 7.5(a) below, the Company shall, upon the written
      notice of election of the Initiating Holders or the Paying Holders, as the
      case may be, repurchase (i) any and all Shares and Warrant Shares at the
      higher of the Market Price per Share on (x) the date of the notice sent to
      the Company under Section 7.4(a) or 7.5(a), as the case may be, or (y) the
      expiration of the 21 day period specified in Section 7.5(a) and (ii) any
      and all Underlying Warrants at such Market Price less the Exercise Price
      of such Warrants. Such repurchase shall be in immediately available funds
      and shall close within five (5) business days after the expiration of the
      period specified in Section 7.5(a).

            7.5 Covenants of the Company With Respect to Registration. In
      connection with each registration under Section 7.3 or 7.4 hereof, the
      Company covenants and agrees as follows:

            (a) The Company shall use its best efforts to file a registration
      statement within thirty (30) days of receipt of any demand therefor, shall
      use its best efforts to have any registration statements declared
      effective at the earliest possible time, and shall furnish each holder
      desiring to sell Registrable Securities such number of prospectuses as
      shall reasonably be requested.

            (b) The Company shall pay all costs (excluding fees and expenses of
      Holder(s)' counsel and any underwriting or selling commissions), fees and
      expenses in connection with all registration statements flied pursuant to
      Sections 7.3 and 7.4 hereof including, without limitation, the Company's
      legal and accounting fees, printing expenses, and blue sky fees and
      expenses. If the Company fails to comply with the provisions of Section
      7.5(a), the Company shall, in addition to any other equitable or other
      relief available to the Holder(s), extend the exercise period of each
      Representative's Warrant and Underlying Warrant by such number of days as
      shall equal the delay caused by the Company's failure.

            (c) The Company shall take all action which may be required in
      qualifying or registering the Registrable Securities included in a
      registration statement for offering and sale under the securities or blue
      sky laws of such states


                                       12


      as reasonably are requested by the Holder(s); provided, however, that the
      Company shall not be obligated to qualify as a foreign corporation to do
      business under the laws of any such jurisdiction.

            (d) The Company shall indemnify the Holder(s) of the Registrable
      Securities to be sold pursuant to any registration statement and each
      person, if any, who controls such Holders within the meaning of Section 15
      of the Act or Section 20(a) of the Securities Exchange Act of 1934, as
      amended (the "Exchange Act"), against any and all losses, damages, suits,
      actions, claims, liabilities and expenses (including all expenses
      reasonably incurred in investigating, preparing or defending against any
      claim whatsoever) to which they or any of them may become subject under
      the Act, the Exchange Act or otherwise, arising from such registration
      statement, but only to the same extent and with the same effect as the
      indemnification provided by the Company in Section 7 of the Underwriting
      Agreement.

            (e) The Holder(s) of the Registrable Securities to be sold pursuant
      to a registration statement, and their successors and assigns, shall
      severally, and not jointly, indemnify the Company, its officers and
      directors and each person, if any, who controls the Company within the
      meaning of Section 15 of the Act or Section 20(a) of the Exchange Act,
      against any and all losses, damages, liabilities, suits, actions, claims,
      liabilities and expenses (including all expenses reasonably incurred in
      investigating, preparing or defending against any claim whatsoever) to
      which they may become subject under the Act, the Exchange Act or
      otherwise, arising from information furnished by or on behalf of such
      Holders or their successors or assigns, for specific inclusion in such
      registration statement to the same extent and with the same effect as the
      indemnification provided by the Underwriters to the Company in Section 7
      of the Underwriting Agreement.

            (f) For a period of one hundred eighty (180) days after the
      effectiveness of any registration statement filed pursuant to Section 7.4
      hereof, the Company shall not permit any other registration statement
      (other than (i) a registration statement relating to the securities for
      which the Company has granted demand registration rights, as described in
      the Prospectus included in the Registration Statement, (ii) a registration
      statement relating to the Shares and the shares issuable upon exercise of
      the Public Warrants, (iii) a registration statement relating to the
      securities for which the Company has granted piggyback registration
      rights, as described in the Prospectus included in the Registration


                                       13


      Statement and (iv) a registration statement filed on Forms S-4 or S-8) to
      be or remain effective during the effectiveness of a registration
      statement filed pursuant to Section 7.4 hereof, without the prior written
      consent of the holders of the Registrable Securities representing a
      Majority of such Securities.

            (g) The Company shall furnish to each holder participating in a
      registration and to each underwriter, if any, a signed counterpart,
      addressed to such Holder or underwriters, of (i) an opinion of counsel to
      the Company, dated the effective date of such registration statement (and,
      if such registration includes an underwritten public offering, an opinion
      dated the date of the closing under the underwriting agreement), and (ii)
      a "cold comfort" letter dated the effective date of such registration
      statement (and, if such registration includes an underwritten public
      offering, a cold comfort letter dated the date of the closing under the
      underwriting agreement) signed by the independent public accountants who
      have issued a report on the Company's financial statements included in
      such registration statement, in each case covering substantially the same
      matters with respect to such registration statement (and the prospectus
      include therein) and, in the case of such accountants' letter, with
      respect to events subsequent to the date of such financial statements, as
      are customarily covered in opinions of issuer's counsel and in
      accountants' letters delivered to underwriters in underwritten public
      offerings of securities.

            (h) The Company shall as soon as practicable after the effective
      date of any registration statement filed pursuant to Section 7.3 or 7.4
      hereof, and in any event within 15 months thereafter, make "generally
      available to its security holders" (within the meaning of Rule 158 under
      the Act) an earnings statement (which need not be audited) complying the
      Section 11(a) of the Act and covering a period of at least 12 consecutive
      months beginning after the effective date of the registration statement.

            (i) The Company shall deliver promptly to each holder participating
      in the offering requesting the correspondence and memoranda described
      below and to the managing underwriters, copies of all written
      correspondence between the Commission and the company, its counsel or
      auditors and all memoranda relating to discussions with the Commission or
      its staff with respect to the registration statement and permit each
      Holder and underwriters to do such investigation, upon reasonable advance
      notice, with respect to information contained in or omitted from the
      registration statement as it deems reasonably necessary to comply with
      applicable


                                       14


      securities laws or rules of the NASD. Such investigation shall include
      access to books, records and properties and opportunities to discuss the
      business of the Company with its officers and independent auditors, all to
      such reasonable extent and at such reasonable times and as often as any
      such holder or underwriter shall reasonably request.

            (j) With respect to any registration under Section 7.4 hereof, the
      Company shall enter into an underwriting agreement with the managing
      underwriter or representative of the underwriters selected for such
      underwriting by the Initiating Holders or the Paying Holders, as the case
      may be, which may be the Representative. Such agreement shall be
      satisfactory in form and substance to the Company, each Holder and the
      Representative or such managing underwriters, as the case may be, and
      shall contain such representations, warranties and covenants by the
      Company and such other terms as are customarily contained in agreements of
      that type used by the managing underwriter or the representative, as the
      case may be. The holders shall be parties to any underwriting agreement
      relating to an underwritten sale of their Registrable Securities and may,
      at their option, require that any or all the representations, warranties
      and covenants of the Company to or for the benefit of such underwriters
      shall also be made to and for the benefit of such Holders. Such Holders
      shall not be required to make any representations or warranties to or
      agreements with the Company, the underwriters or their representative,
      except to the extent that such representations or warranties relate to
      such Holders and their intended methods of distribution.

            (k) For purposes of this Agreement, the term "Majority" in reference
      to the holders of Registrable Securities, shall mean in excess of fifty
      percent (50%) of the then outstanding Shares and Underlying Warrants
      included in the Units and/or Warrant Shares that (i) are not held by the
      Company, an affiliate, officer, creditor, employee or agent thereof or any
      of their respective affiliates or family members, persons acting as
      nominees or in conjunction with any of the foregoing and (ii) have not
      been resold to the public pursuant to a registration statement filed with
      the Commission under the Act.

            (l) Nothing contained in this Agreement shall be construed as
      requiring any Holder to exercise any Representative's Warrants or
      Underlying Warrants prior to the initial filing of any registration
      statement or the effectiveness thereof.

            (m) In addition to the Registrable Securities, upon the written
      request therefor by any holder(s), the Company shall


                                       15


      include in the registration statement any other securities of the Company
      held by such holder(s) as of the date of filing of such registration
      statement, including, without limitation, restricted Shares, options,
      warrants or any other securities convertible into Shares.

            7.6 Restrictive Legends. In the event that the Company fails to
      maintain the effectiveness of the Registration Statement such that the
      exercise, in part or in whole, of any Representative's Warrants and/or the
      Underlying Warrants are not, at the time of such exercise, registered
      under the Act, any certificates representing the Underlying Warrants or
      the Shares included in the Units or the Warrant Shares, and any other
      securities issuable upon exercise of any Representative's Warrant or the
      Underlying Warrants, shall bear the following restrictive legend:

            The securities represented by this certificate have not been
            registered under the Securities Act of 1933, as amended ("Act"), and
            may not be offered or sold except pursuant to (i) an effective
            registration statement under the Act, (ii) to the extent applicable,
            Rule 144 under the Act (or any similar rule under the Act relating
            to the disposition of securities), or (iii) another applicable
            exemption from registration under the Act is available.

      8. Adjustments to Exercise Price and Number of Securities.

            8.1 Computation of Adjusted Exercise Price.

            (a) Except as hereinafter provided, in the event the Company shall
      at any time after the date hereof issue or sell any Shares (other than the
      issuances or sales referred to in Section 8.7 hereof), including Shares
      held in the Company's treasury and Shares issued upon the exercise of any
      options, rights or warrants to subscribe for Shares or Shares issued upon
      the direct or indirect conversion or exchange of securities for Shares,
      for a consideration per Share less than the Market Price in effect
      immediately prior to the issuance or sale thereof, or without
      consideration, then forthwith upon such issuance or sale, the Exercise
      Price shall (until another such issuance or sale) be reduced to the price
      (calculated to the nearest full cent) equal to the quotient derived by
      dividing (i) an amount equal to the sum of (A) the total number of Shares
      outstanding immediately prior to the issuance or sale of such Shares,
      multiplied by the Exercise Price in effect immediately prior to such
      issuance or sale and (B) the aggregate of the amount of all consideration,
      if any, received


                                       16


      by the Company upon such issuance or sale, by (ii) the total number of
      Shares outstanding immediately after such issuance or sale; provided,
      however, that in no event shall the Exercise Price be adjusted pursuant to
      this computation to an amount in excess of the Exercise Price in effect
      immediately prior to such computation, except in the case of a combination
      of outstanding Shares, as provided by Section 8.3 hereof.

            (b) For the purposes of this Section 8, the term Exercise Price
      shall mean the Exercise Price per Unit set forth in Section 1(b) hereof,
      as adjusted from time to time pursuant to the provisions of this Section
      8 or otherwise provided in this Agreement.

            (c) Whenever the Exercise Price is adjusted pursuant to this Section
      8, (i) the number of Shares included in any Units shall be simultaneously
      adjusted by multiplying the number of Shares included in such Units
      immediately prior to such adjustment by the Exercise Price in effect
      immediately prior to such adjustment and dividing the product so obtained
      by the Exercise Price as adjusted, and (ii) the number of Shares or other
      securities issuable upon exercise of the Underlying Warrants and the
      exercise price of such Underlying Warrants shall be adjusted in accordance
      with the applicable terms of the Public Warrant Agreement.

            8.2 Computation Rules Pursuant to Section 8.1. For the purposes of
      any computation to be made in accordance with Section 8.1 hereof, the
      following provisions shall be applicable:

            (a) In the event of the issuance or sale of Shares for a
      consideration, part or all of which is cash, the amount of the cash
      consideration therefor shall be deemed to be the amount of cash received
      by the Company for such Shares (or, if Shares are offered by the Company
      for subscription, the subscription price, or, if either of such securities
      is sold to underwriters or dealers for public offering without a
      subscription offering, the initial public offering price) before deducting
      therefrom any compensation paid or discount allowed in the sale,
      underwriting or purchase thereof by underwriters or dealers or others
      performing similar services, or any expenses incurred in connection
      therewith.

            (b) In the event of the issuance or sale (other than as a dividend
      or other distribution on any stock of the Company) of Shares for a
      consideration, part or all of which shall be other than cash, the amount
      of the consideration therefor other than cash shall be deemed to be the
      value of such consideration as determined in good faith by the Board of
      Directors of the Company and shall include any amounts payable


                                       17


      to security holders or any affiliates thereof, including, without
      limitation, pursuant to any employment agreement, royalty, consulting
      agreement, covenant not to compete, earn-out or contingent payment right
      or similar arrangement, agreement or understanding, whether oral or
      written; all such amounts being valued for the purposes hereof at the
      aggregate amount payable thereunder, whether such payments are absolute or
      contingent and irrespective of the period or uncertainty of payment, the
      rate of interest, if any, or the contingent nature thereof; provided,
      however, that if any Holder(s) does not agree with such evaluation, a
      mutually acceptable independent appraiser shall make such evaluation, the
      cost of which shall be borne by the Company.

            (c) Shares issuable by way of dividend or other distribution on any
      stock of the Company shall be deemed to have been issued immediately after
      the opening of business on the day following the record date for the
      determination of shareholders entitled to receive such dividend or other
      distribution and shall be deemed to have been issued without
      consideration.

            (d) The reclassification of securities of the Company other than
      Shares into securities, including Shares, shall be deemed to involve the
      issuance of such Shares for a consideration other than cash immediately
      prior to the close of business on the date fixed for the determination of
      security holders entitled to receive such Shares, and the value of the
      consideration allocable to such Shares shall be determined as provided in
      subsection (a) of Section 8.1.

            (e) The number of Shares at any one time outstanding shall include
      the aggregate number of Shares issued or issuable (subject to readjustment
      upon the actual issuance thereof) upon the exercise of options, rights,
      warrants and upon the conversion or exchange of convertible or
      exchangeable securities.

            8.3 Options, Rights, Warrants and Convertible and Exchangeable
      Securities. In the event that the Company issues, at any time after the
      date hereof, options, rights or warrants to subscribe for Shares, or
      issues any securities convertible into or exchangeable for Shares, for a
      consideration per Share less than the Market Price in effect immediately
      prior to the issuance of such options, rights or warrants or such
      convertible or exchangeable securities, or without consideration, the
      Exercise Price in effect immediately prior to the issuance of such
      options, rights or warrants or such convertible or exchangeable
      securities, as the case may be, shall be reduced to a price determined by
      making a computation in accordance with the provisions of


                                       18


      Sections 8.1 and 8.2 hereof, provided that:

            (a) The aggregate maximum number of Shares, as the case may be,
      issuable under such options, rights or warrants shall be deemed to be
      issued and outstanding at the time such options, rights or warrants were
      issued and for a consideration equal to the minimum purchase price per
      Share provided for in such options, rights or warrants at the time of
      issuance, plus the consideration (determined in the same manner as
      consideration received on the issue or sale of shares in accordance with
      the terms of the Warrants), if any, received by the Company for such
      options, rights or warrants.

            (b) The aggregate maximum number of Shares issuable upon conversion
      or exchange of any convertible or exchangeable securities shall be deemed
      to be issued and outstanding at the time of issuance of such securities
      and for a consideration equal to the consideration (determined in the same
      manner as consideration received on the issue or sale of Shares in
      accordance with the terms of the Underlying Warrants) received by the
      Company for such securities, plus the minimum consideration, if any,
      receivable by the Company upon the conversion or exchange thereof.

            (c) If any change occurs in the price per Share provided for in any
      of the options, rights or warrants referred to in subsection (a) of this
      Section 8.3, or in the price per Share at which the securities referred to
      in subsection (b) of this Section 8.3 are convertible or exchangeable,
      such options, rights or warrants or conversion or exchange rights, as the
      case may be, shall be deemed to have expired or terminated on the date
      when such price change became effective in respect of Shares not
      theretofore issued pursuant to the exercise or conversion or exchange
      thereof, and the Company shall be deemed to have issued upon such date new
      options, rights or warrants or convertible or exchangeable securities at
      the new price in respect of the number of Shares issuable upon the
      exercise of such options, rights or warrants or the conversion or exchange
      of such convertible or exchangeable securities.

            8.4 Subdivision and Combination. In the event that, at any time, the
      Company subdivides or combines the outstanding Shares, the Exercise Price
      shall forthwith be proportionately decreased in the case of subdivision or
      increased in the case of combination.

            8.5 Definition of Shares. As used in this Section 8, the term
      "Shares" shall mean (i) the class of stock designated as ordinary shares
      in the Company's Memorandum of Association and Articles of Association,
      each as amended to and as of the


                                       19


      date hereof and/or (ii) any other class of stock resulting from successive
      changes or reclassifications of such ordinary shares consisting solely of
      changes in par value, or from par value to no par value, or from no par
      value to par value. The Company covenants that so long as any
      Representative's Warrant or Warrant Securities are outstanding, the
      Company shall not, without the prior written consent of the
      Representative, issue any securities whatsoever other than Shares. In the
      event that, upon the consent of the Representative given after the date
      hereof, the Company issues securities with greater or superior voting
      rights than the Shares outstanding as of the date hereof, the Holder, at
      its option, may receive, upon exercise of any Representative's Warrants
      either Shares or a like number of such securities with greater or superior
      voting rights.

            8.6 Merger or Consolidation. In the event of any consolidation or
      merger of the Company with, or merger of the Company into, another
      corporation or company (other than a consolidation or merger which does
      not result in any reclassification or change of the outstanding Shares)
      during the Exercise Period, the corporation or company formed by such
      consolidation or merger shall execute and deliver to each Holder of a
      Representative's Warrant or the holder of any rights to purchase Units, a
      supplemental Representative's Warrant, providing that each such holder
      shall have the right to receive thereafter (until the expiration of such
      Representative's Warrant), upon exercise thereof, the kind and number of
      shares of stock and other securities and property receivable upon such
      consolidation or merger, by a holder of the number of Shares of the
      Company for which such Representative's Warrant and/or Units might have
      been exercised immediately prior to such consolidation, merger, sale or
      transfer. Such supplemental Representative's Warrant shall provide for
      adjustments identical to the adjustments provided in this Section 8. The
      above provision of this Section 8.6 shall similarly apply to successive
      consolidations or mergers.

            8.7 No Adjustment of Exercise Price in Certain Cases. No adjustment
      of the Exercise Price shall be made:

            (a) Upon the issuance or sale of any Representative Warrants,
      Warrant Securities or Shares issuable upon the exercise of (i) the
      Representative Warrants, (ii) the Underlying Warrants, or (iii) the Public
      Warrants; or

            (b) If the amount of said adjustment would be less than two cents
      (2) per Unit, provided, however, that in such case, any adjustment that
      would otherwise then be required to be


                                       20


      made shall be carried forward and shall be made at the time of and
      together with the next subsequent adjustment which, together with any
      adjustment so carried forward, shall equal at least two cents (2) per
      Unit.

      8.8 Dividends and Other Distributions. In the event that, at any time
prior to the exercise of by Holders of all Representative Warrants for Units,
the Company declares a dividend (other than a dividend consisting solely of
Shares) or otherwise distribute to its shareholders any assets, property,
rights, evidences of indebtedness, securities (other than Shares), whether
issued by the Company or by another, or any other thing of value, the Holders of
the unexercised Representative Warrants shall thereafter be entitled, in
addition to the Units, the Shares and the Underlying Warrants or other
securities and property receivable upon the exercise thereof, to receive, upon
such exercise, the same property, assets, rights, evidences of indebtedness,
securities or any other thing of value that they would have been entitled to
receive at the time of such dividend or distribution as if such Representative
Warrants had been exercised immediately prior to such dividend or distribution.
At the time of any such dividend or distribution, the Company shall make
appropriate reserves to ensure the timely performance of the provisions of this
Section 8.8.

      9. Notices to Holders. Nothing contained in this Representative's
Warrant shall be construed as conferring upon any Holder the right to vote or to
consent or to receive notice as a shareholder in respect of any meetings of
shareholders for the election of directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company. If, however, at any time
prior to the expiration of the Exercise Period, any of the following events
occurs:

            (a) the Company takes a record of the holders of its Shares for the
      purpose of entitling them to receive a dividend or distribution payable
      other than in cash, or a cash dividend or distribution payable other than
      out of current or retained earnings, as indicated by the accounting
      treatment of such dividend or distribution on the books of the Company; or

            (b) the Company offers to all holders of Shares any additional
      shares of capital stock of the Company or securities convertible into or
      exchangeable for shares of capital stock of the Company, or any option,
      right or warrant to subscribe therefor; or

            (c) a dissolution, liquidation or winding up of the Company (other
      than in connection with a consolidation or merger) or a sale of all or
      substantially all of its property,


                                       21


      assets and business as an entirety shall be proposed;

then, in any one or more of said events, the Company shall give written notice
of such event at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer book, as the case may be.
Failure to give such notice or any defect therein shall not affect the validity
of any action taken in connection with the declaration or payment of any such
dividend, or the issuance of any convertible or exchangeable securities, or
subscription rights, options or warrants, or any proposed dissolution,
liquidation, winding up or sale.


      10. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made and
sent when delivered, mailed by registered or certified mail, return receipt
requested, or sent by receipted overnight courier for next day delivery:

            (a) If to the registered Holders of any Representative's Warrant or
      any permitted assignee(s) thereof, to the address of such Holders and
      assignees as shown on the books of the Company; or

            (b) If to the Company, to the Company Offices set forth in Section 3
      hereof or to such other address as the Company may designate by notice to
      the Holders and/or permitted assignees thereof.

      11. Supplements and Amendments. The Company and the Representative may
from time to time supplement or amend this Agreement without the approval of any
Holder or permitted assignee in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or inconsistent
with any provisions herein, or to make any other provisions in regard to matters
or questions arising hereunder which the Company and the Representative may deem
(a) necessary or desirable and (b) without adverse effect on the interests of
any Holder.

      12. Successors. All of the covenants and provisions of this
Representative's Warrant shall be binding upon and inure to the benefit of the
Company, the Holders and their respective successors and permitted assigns.


                                       22


      13. Termination. This Representative's Warrant shall terminate on the last
day on which any registration rights granted hereunder may be exercised.
Notwithstanding the foregoing, the indemnification provisions of Section 7 shall
survive such termination until the close of business on the _________
anniversary of the Effective Date.

      14. Governing Law; Submission to Jurisdiction. This Representative's
Warrant has been prepared, negotiated and delivered in the State of New York and
shall, in all respects, be governed by and construed in accordance with the laws
of such State, without giving effect to the principles thereof relating to the
conflict of laws.

      The Company, the Representative and any other Holders or any assignees
thereof hereby agree that any action, proceeding or claim against such person in
any way arising out of or relating to this Agreement shall be brought and
enforced in the courts of the State of New York or of the United States of
America located in the County of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company, the
Representative and any Holders and/or assignees thereof hereby irrevocably waive
any objection to such exclusive jurisdiction or inconvenient forum. Any such
process or summons to be served upon any of the Company, the Representative, any
Holders or any assignee thereof (at the option of the party bringing such
action, proceeding or claim) may be served by transmitting a copy thereof, by
registered or certified mail, return receipt requested, postage prepaid,
addressed to such person at the address set forth in Section 10 hereof. Such
mailing shall be deemed personal service and shall be legal and binding upon the
party so served in any action, proceeding or claim. The Company, the
Representative and any Holders and their respective assignee(s) agree that the
prevailing party(ies) in any such action or proceeding shall be entitled to
recover from the other party(ies) all of its/their reasonable legal costs and
expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor.

      15. Entire Warrant; Modification. This Representative's Warrant (including
the Underwriting Agreement and the Public Warrant Agreement to the extent that
portions thereof are referred to herein) contains the entire understanding among
the parties hereto with respect to the subject matter hereof and may not be
modified or amended except by a writing duly signed by the party against whom
enforcement of the modification or amendment is sought.


                                       23


      16. Severability. If any provision of this Representative's Warrant is
held to be invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provision hereof.

      17. Headings. The headings to the Sections and subsections of this
Representative's Warrant are for convenience of reference only and are not
intended, nor should they be construed as, a part of this Warrant and shall be
given no substantive effect.

      18. Benefits. Nothing contained herein shall be construed to give to any
individual or entity other than the Company and the Representative and any other
registered Holder(s) of this Warrant, any Units or Warrant Securities any legal
or equitable right, remedy or claim hereunder, and this Representative's Warrant
shall be for the sole benefit of the Company and the Representative and any
other registered Holders or permitted assignees hereof.

      21. Counterparts. This Representative's Warrant may be executed in any
number of counterparts, each such counterpart shall for all purposes be
deemed to be an original, and such counterparts shall together constitute one
and the same document.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.

                              C. W. CHEMICAL WASTE TECHNOLOGIES LIMITED


                              By: 
                                  --------------------------------------
                                  Name:
                                  Title:

Attest:


-----------------------------
Name:
Title:

                              RAS SECURITIES CORP.


                              By: 
                                  --------------------------------------
                                  Name:
                                  Title:


                                       24


                                    EXHIBIT A

                          FORM OF ELECTION TO PURCHASE

The undersigned hereby irrevocably elects to exercise the right, represented by
the Representative's Warrant, to purchase:

            ___________________________ Units

and herewith tenders in payment for such Units a certified or official bank
check payable in New York Clearing House Funds to the order of C.W. Chemical
Waste Technologies Limited (the "Company") in the amount of $__________, all in
accordance with the terms of Section 3.1 of the Representative's Warrant dated
as of _____________, 1998 between the Company and RAS Securities Corp. The
undersigned requests that certificates for the Warrant Securities included in
the Units as to which the Representative's Warrant is hereby being exercised be
registered in the name of _____________, whose address is ____________ and that
such certificates be delivered to _____________, whose address
is___________________.


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


                                    ------------------------------------------
                                    (Insert Social Security or Other
                                    Identifying Number of Holder)


                                       25


                                    EXHIBIT B

                               FORM OF ASSIGNMENT

             (To be executed by the registered holder if such holder
                desires to transfer the Representative's Warrant,
                              in whole or in part.)

      FOR VALUE RECEIVED ___________________________________ hereby sells,
assigns and transfers unto _______________________________________________
________________________________________________________________________________
_______, having an address at: _________________________________________________
________________________________________________________________________________
                  (Please print name and address of transferee)

_____ all rights in the Representative's Warrant held by me

                                       or

_____ all rights in the Representative's Warrant held by me with respect to
___________ if the Units represented thereby, which constitute some but not all
such Units,

together with all right, title and interest therein, and does hereby reasonably
constitute and appoint _________________________, as attorney, to transfer the
within Warrant (or the rights therein with respect to said Units) on the books
of the within-named Company, with full power of substitution.


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


                                    ------------------------------------------
                                    (Insert Social Security or Other
                                    Identifying Number of Holder)


                                       26


                                    EXHIBIT C

                             FORM OF EXCHANGE NOTICE

      The undersigned, pursuant to the provisions of the Representative's
Warrant between C. W. Chemical Waste Technologies Limited (the "Company") and
RAS Securities Corp. dated _______________, 1998, hereby elects to exchange this
Representative's Warrant, representing the right to purchase up to ____ Units
(as defined in said Warrant), as follows:

      __________ with respect to all Units represented thereby

                                       or

      __________ with respect to _______ Units represented thereby

      This Exchange Notice

      __________ is

      __________ is not accompanied by (check one)

            __________ an Election to Purchase

            __________ an Assignment

      Dated: ___________________


                                                 -------------------------------
                                                 SIGNATURE OF XXXXXX


                                                 -------------------------------
                                                 PRINT NAME OF XXXXXX


                                       27