THIS WARRANT AND THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN OBTAINED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTIONS THEREOF, AND SUCH SECURITIES MAY NOT...

THIS WARRANT AND THE COMMON STOCK FOR WHICH IT MAY BE EXERCISED HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND HAVE BEEN OBTAINED FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTIONS THEREOF, AND
SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY
RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.



                             XXXXXX RESOURCES, INC.

                     CLASS "C" COMMON STOCK PURCHASE WARRANT



     In consideration of good and valuable  consideration,  the receipt of which
is hereby  acknowledged by Xxxxxx  Resources,  Inc., (the "Company"),  issued to
_____________,  social  security/tax  id # (the  "Holder") is hereby granted the
right to  purchase at any time from the date  hereof  until 5:00 P.M.,  New York
City time, on September 30, 2000 (the "Expiration  Date"),  ____________,  fully
paid and nonassessable shares of the Company's Common Stock, par value $.001 per
share (the "Common Stock").

     This Warrant is exercisable at the Exercise Price (as hereinafter  defined)
per share of Common Stock issuable hereunder, payable in cash or by certified or
official  bank  check.   Upon   surrender  of  this  Warrant  with  the  annexed
Subscription Form duly executed, together with payment of the Exercise Price for
the shares of Common  Stock  purchased,  at the  Company's  principal  executive
offices  presently  located at 000 Xxxxx Xxxxxx,  00xx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000,  the Holder of this Warrant shall be entitled to receive a certificate or
certificates for the shares of Common Stock so purchased.

1.       Exercise of Warrant.

     The purchase  rights  represented  by this Warrant are  exercisable  at the
option  of the  Holder  hereof,  in whole or in part  (but not as to  fractional
shares  of  Common  Stock),  during  the  period in which  this  Warrant  may be
exercised as set forth  above.  In the case of the purchase of less than all the
shares of Common Stock purchasable under this Warrant,  the Company shall cancel
this  Warrant  upon the  surrender  hereof and shall  execute  and deliver a new
Warrant of like tenor for the balance of the shares of Common Stock  purchasable
hereunder.

2.       Issuance of Stock Certificate.

     The issuance of  certificates  for shares of Common Stock upon the exercise
of this Warrant  shall be made without  charge to the Holder  hereof  including,
without  limitation,  any tax that may be payable in respect  thereof,  and such
certificates  shall (subject to the provisions of Section 3 hereof) be issued in
the  name of,  or in such  names  as may be  directed  by,  the  Holder  hereof;
provided,  however, that the Company shall not be required to pay any income tax
to which the Holder  hereof may be subject in  connection  with the  issuance of
this Warrant or of shares of Common Stock upon the exercise of this Warrant; and
provided further, that the Company shall not be required to pay any tax that may
be payable in respect of any  transfer  involved in the issuance and delivery of
any such  certificate  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 tax or shall have  established  to the  satisfaction  of the
Company that such tax has been paid.

3.       Restrictions on Transfer.

     3.1  Restrictions  on Transfer.  The Holder of this Warrant,  by acceptance
hereof,  agrees  that,  absent an  effective  registration  statement  under the
Securities Act of 1933, as amended (the "Act"),  covering the disposition of the
Warrant or Common Stock issued or issuable  upon  exercise  hereof (the "Warrant
Shares"),  such Holder will not sell or transfer  any or all of such  Warrant or
Warrant Shares,  as the case may be, without first providing the Company with an
opinion of counsel  (which may be counsel  for the  Company)  to the effect that
such  sale or  transfer  will be exempt  from the  registration  and  prospectus
delivery  requirements  of the Act. Such Holder consents to the Company making a
notation on its records giving instructions to any transfer agent of the Warrant
or Warrant Shares in order to implement such restrictions on transferability.

     3.2 Transfer  Restrictions  Legend. Each certificate  representing  Warrant
Shares,  unless at the time of exercise such Warrant Shares are registered under
the Act,  shall bear a legend in  substantially  the following  form on the face
thereof:





     THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT  REGISTRATION UNDER THE ACT, UNLESS
IN THE  OPINION  OF  COUNSEL TO THE ISSUER AN  EXEMPTION  FROM  REGISTRATION  IS
AVAILABLE.

     Any  certificate  issued at any time in  exchange or  substitution  for any
certificate bearing such legend (except a new certificate issued upon completion
of a  distribution  under  a  registration  statement  covering  the  securities
represented  thereby)  shall also bear such  legend  unless,  in the  opinion of
counsel to the Company, the securities represented thereby may be transferred as
contemplated by such Holder without  violation of the registration  requirements
of the Act.


4.       Exercise Price and Redemption.

     4.1 Initial and Adjusted Exercise Prices.  The initial exercise price shall
be $4.00 per share of Common  Stock from the date hereof  through June 30, l996,
$5.00 per share from July 1, l996 to June 30, 1998 and $6.00 per share from July
1, 1998 to September 30, 2000.  The adjusted  exercise  price shall be the price
that shall result from time to time from any and all  adjustments of the initial
exercise price in accordance with the provisions of Section 6 hereof.

     4.2 Exercise Price. The term "Exercise Price" herein shall mean the initial
exercise price or the adjusted exercise price depending upon the context.

     4.3 Redemption. The Warrants shall be redeemable in whole or in part at the
option of the Company at a price of $0.25 per Warrant until the Expiration  Date
upon notice to the Warrant  Holder at any time on or after  January 1, 1996 upon
satisfaction of the following conditions:

     (a) The  Company's  Common Stock shall be listed on the NASDAQ  system or a
national  or  regional  securities  exchange,  and shall have an  average  daily
trading  volume  for the  ninety  (90)  trading  days  prior  to the  Notice  of
Redemption of at least one thousand (1,000) shares;

     (b) The average  bid price for the  Company's  Common  Stock for the ninety
(90) trading days prior to the Notice of Redemption  (calculated  by summing the
daily  average  bid prices and  dividing by ninety (90) shall have been at least
133% of the Exercise Price at the date of the Notice of Redemption;

     (c) The average bid price for the  Company's  Common Stock for the five (5)
trading days prior to the Notice of Redemption  (calculated  by summing the five
(5) daily  average bid prices and dividing by five (5)) shall have been at least
125% of the Exercise Price at the date of the Notice of Redemption; and

     (d) The  Company  shall  provide  the  Warrant  Holders  with an  Officer's
Certificate certifying that all of the foregoing conditions have been satisfied.

     Partial  redemption  shall  be made pro  rata to all of the  Warrants  then
outstanding,  in  proportion to the amount of Warrants held by each such Holder.
Upon any  redemption,  the Holder  shall  deliver his Warrant to the Company for
notation of partial  redemption or  cancellation  if Redemption is made in full;
such delivery  shall be made no later than the date fixed for  Redemption in the
Company's  notice thereof.  Upon the close of business on such Redemption  Date,
the  conversion  privilege of the Warrant  shall  terminate to the extent of the
redemption.  If the Holder shall fail to deliver his Warrant to the Company upon
Redemption,  the Company  may escrow  sufficient  funds to make the  Redemption,
whereupon  all rights of the Holder with  respect to the portion of this Warrant
so  redeemed,  other  than the right to  receive  the  Redemption  Price,  shall
terminate.

     Notice of Redemption shall be given by registered first-class mail, postage
prepaid,  mailed at least  sixty  (60) days  before the  Redemption  Date to the
Holder of this  Warrant at his address  appearing on the records of the Company.
The Notice of Redemption shall state:

     (1) the Redemption Date,

     (2) the Redemption Price,

     (3) that on the Redemption  Date the  Redemption  Price will become due and
payable,

     (4) the Exercise Price, the date on which the right to Exercise the Warrant
will terminate and the place where the Warrant may be surrendered  for Exercise,
and

     (5) the place  where the  Warrant is to be  surrendered  for payment of the
Redemption Price.


                                       ii




     From and after any Redemption  Date, this Warrant shall expire and the only
right of the Holder of this Warrant  called for  Redemption  shall be payment of
the Redemption Price in full.

5. Registration Rights.

     5.1 Warrant and Warrants Shares. The term "Warrants", as used herein, shall
mean this Warrant taken together (if the original Warrant of this issue has been
subdivided,  exercised in part or transferred)  with all other purchase warrants
of like tenor hereto (differing,  however,  as to date,  identity of holders and
number of shares purchasable thereunder, and as to matters resulting from events
subsequent  to the date of issue hereof)  outstanding  at any time from the date
hereof to the Expiration Date.

     5.2  Incidental  Registration.  If at any  time  the  Company  proposes  to
register any of its securities  under the Act on a registration  form usable for
resales generally (other than a registration statement on Form S-8 or other form
similar thereto  relating to employee benefit plans  hereinafter  adopted by the
Securities  and  Exchange  Commission),  it will give written  notice,  at least
thirty (30) days prior to the filing of any such registration  statement, to the
Holder of this  Warrant  and to all other  holders of  Warrants  and/or  Warrant
Shares of its intention to do so. If 51% of the  outstanding  holders of Warrant
and/or  Warrant  Shares notify the Company within twenty (20) days after receipt
of any such notice of their desire to include their Warrant Shares,  in whole or
in part, in such proposed registration statement, the Company shall use its best
efforts to afford such  holders the  opportunity  to have their  Warrant  Shares
registered under such registration statement. Notwithstanding the foregoing, the
Company shall not be required to include any Warrants  and/or  Warrant Shares in
any registration statement relating to an underwritten public offering.

     Notwithstanding  the provisions of this Section 5.2, the Company shall have
the right at any time after it shall have given written notice  pursuant to this
Section 5.2  (irrespective of whether a written request for inclusion of Warrant
Shares shall have been made) to elect not to file any such proposed registration
statement,  or to withdraw the same after the filing  thereof.  In addition,  if
such registration  statement relates to an underwritten  public offering and the
number of shares to be offered is reduced by the  underwriter(s)  subsequent  to
the initial  filing thereof with the  Securities  and Exchange  Commission,  the
number of Warrant Shares to be registered under such registration statement will
be reduced Pro rata.

     5.3  Covenants of the Company with Respect to  Registration.  In connection
with any registration under Section 5.2 hereof, the Company covenants and agrees
as follows:

     (a) The Company shall use its best efforts  within 24 months of the date of
issuance of this Warrant to have a registration  statement declared effective at
the earliest possible time, and shall furnish such number of prospectuses to the
holders as shall reasonably be requested.

     (b) The Company shall pay all costs,  fees and expenses in connection  with
all  registration  statements  under  Sections  5.2  hereof  including,  without
limitation,  the Company's legal and accounting fees, printing expenses and blue
sky  fees  and  expenses,  except  that  the  Company  shall  not  pay  for  (i)
underwriting  discounts  and  commissions,  (ii)  state  transfer  taxes,  (iii)
brokerage  commissions and (iv) fees and expenses of counsel and accountants for
the holders of the Warrants and/or Warrant Shares.

     (c) The  Company  will take all  necessary  action  that may be required in
seeking to register or qualify the  Warrant  Shares  included in a  registration
statement  for offering and sale under the  securities  or blue sky laws of such
states  as are  reasonably  requested  by the  holders  of the  Warrant  Shares,
provided  that the Company shall not be obligated to execute or file any general
consent to service  of  process  or to  qualify as a foreign  corporation  to do
business under the laws of any such jurisdiction.

     (d) The Company shall  indemnify the holders of Warrant Shares  included in
any registration statement and each person, if any, who controls any such Holder
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 all loss, claim,
damage,  expense or liability  (including  all expenses  reasonably  incurred in
investigating, preparing or defending against any claim whatsoever) to which any
of them may become subject under the Act, the Exchange Act or otherwise, arising
out of or based  upon any untrue  statement  or alleged  untrue  statement  of a
material fact in such registration statement or any related prospectus, offering
circular, notification or other document furnished or authorized by the Company,
or any omission or alleged  omission of any material  fact required to be stated
therein or necessary to make the statements therein not misleading,  unless such
actual  or  alleged  statement  or  omission  was made in  reliance  upon and in
conformity with information  furnished in writing to the Company by or on behalf
of any Holder  specifically  for use in connection  with the preparation of such
registration  statement,  prospectus,  offering circular,  notification or other
document.

     (e) Each Holder of the Warrants  and/or  Warrant  Shares for whose  benefit
shares are included in any  registration  statement  shall  indemnify such other
holders,  the Company,  its officers and directors and each person,  if any, who
controls any such other  Holder or the Company  within the meaning of Section 15
of the Act or  Section  20(a) of the  Exchange  Act,  against  all loss,  claim,
damage,  expense or liability  (including  all expenses  reasonably  incurred in


                                      iii




investigating,  preparing or defending  against any claim  whatsoever)  to which
they may become  subject under the Act, the Exchange Act or  otherwise,  arising
out of or based  upon any untrue  statement  or alleged  untrue  statement  of a
material fact in such registration statement or any related prospectus, offering
circular, notification or other document furnished or authorized by the Company,
or any omission or alleged  omission of any material  fact required to be stated
therein or necessary to make the statements therein not misleading,  but only if
such actual or alleged  statement or omission  was made in reliance  upon and in
conformity  with  information  furnished  by or on  behalf  of such  Holder  for
specific  inclusion  in  such  registration  statement,   prospectus,   offering
circular, notification or other document.

6.       Adjustments of Exercise Price and Number of Shares.

     6.1 Computation of Adjusted Exercise Price. Except as hereinafter provided,
in case the Company  shall at any time after the date  hereof  issue or sell any
shares of Common Stock (other than the issuances or sales referred to in Section
6.6 hereof or the issuance or sale of any shares of Common Stock  resulting from
the exercise or conversion of any of the Company's securities  outstanding as of
November 30,  l995),  including  shares held in the  Company's  treasury,  for a
consideration  per share less than the Company's book value per share determined
as of the Company's most recent audited Balance Sheet or without  consideration,
then  forthwith  upon such  issuance or sale the  Exercise  Price  shall  (until
another such issuance or sale) be reduced to a price  (calculated to the nearest
full cent)  determined  by  dividing  (A) an amount  equal to the sum of (X) the
total number of shares of Common Stock  outstanding  (including shares deemed to
be outstanding  pursuant to subparagraph  (e) below)  immediately  prior to such
issuance or sale,  multiplied by the Exercise Price in effect  immediately prior
to  such  issuance  or  sale,  plus  (Y)  the  aggregate  of the  amount  of all
consideration,  if any,  received by the Company upon such  issuance or sale, by
(B) the total number of shares of Common  Stock  outstanding  (including  shares
deemed to be outstanding  pursuant to subparagraph (e) below)  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 of Common Stock  provided for in
Section 6.3 hereof.

     For the  purposes  of any  adjustment  to be made in  accordance  with this
Section 6.1, the following provisions shall be applicable:

     (a) In case of the  issuance or sale of shares of Common Stock (or of other
securities  deemed hereunder to involve the issuance or sale of shares of Common
Stock) for a consideration part or all of which shall be cash, the amount of the
cash portion of the  consideration  therefor deemed to have been received by the
Company  shall be (i) the  subscription  price,  if shares  of Common  Stock are
offered by the  Company  for  subscription,  or (ii) the public  offering  price
(after  deducting  therefrom any  compensation  paid or discount  allowed in the
sale,  underwriting  or purchase  thereof by  underwriters  or dealers or others
performing similar services, but before deducting any other expenses incurred in
connection  therewith),  if such  securities are sold to underwriters or dealers
for public offering without a subscription  offering, or (iii) the net amount of
cash actually received by the Company for such securities, in any other case.

     (b) In case of the issuance or sale  (otherwise than as a dividend or other
distribution on any stock of the Company,  and otherwise than on the exercise of
options,  rights or warrants or the  conversion  or exchange of  convertible  or
exchangeable  securities)  of  shares of  Common  Stock (or of other  securities
deemed  hereunder to involve the issuance or sale of shares of Common Stock) for
a consideration part or all of which shall be other than cash, the amount of the
consideration  therefor  other  than cash  deemed to have been  received  by the
Company shall be the value of such  consideration as determined in good faith by
the  Board of  Directors  of the  Company  on the basis of a record of values of
similar property or services.

     (c)  Shares  of  Common  Stock   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 stockholders entitled to receive such dividend or other
distribution.

     (d) The  reclassification of securities of the Company other than shares of
Common Stock into securities including shares of Common Stock shall be deemed to
involve the  issuance of such shares of Common Stock 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  of  Common  Stock  shall  be
determined as provided in subsection (b) of this Section 6.1.

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

     6.2 Options,  Rights, Warrants and Convertible and Exchangeable Securities.
In case the  Company  shall at any time  after the date  hereof  issue  options,
rights or  warrants  to  subscribe  for  shares of  Common  Stock,  or issue any
securities  convertible  into or exchangeable  for shares of Common Stock, for a
consideration  per share  (determined as provided in Section 6.1 and as provided
below)  less  than the  Company's  book  value per  share  determined  as of the

                                       iv




Company's most recent audited Balance Sheet or without consideration  (including
the issuance of any such  securities by way of dividend or other  distribution),
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 the  computation  in
accordance with the provisions of Section 6.1 hereof, provided that:

     (a) The aggregate maximum number of shares of Common Stock, as the case may
be, issuable or that may become issuable under such options,  rights or warrants
(assuming  exercise in full even if not then currently  exercisable or currently
exercisable  in full) shall be deemed to be issued and  outstanding  at the time
such options,  rights or warrants were issued, 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,  if any, received by
the Company for such options, rights or warrants;  provided,  however, that upon
the expiration or other termination of such options,  rights or warrants, if any
thereof  shall not have been  exercised,  the  number of shares of Common  Stock
deemed to be issued and outstanding pursuant to this subsection (a) (and for the
purposes of subsection (e) of Section 6.1 hereof) shall be reduced by the number
of shares as to which options,  warrants  and/or rights shall have expired,  and
such  number of shares  shall no longer be deemed to be issued and  outstanding,
and the  Exercise  Price  then in  effect  shall  forthwith  be  readjusted  and
thereafter be the price that it would have been had adjustment  been made on the
basis of the  issuance  only of the  shares  actually  issued  plus  the  shares
remaining issuable upon the exercise of those options,  rights or warrants as to
which the exercise rights shall not have expired or terminated unexercised.

     (b) The aggregate maximum number of shares of Common Stock issuable or that
may  become   issuable  upon  conversion  or  exchange  of  any  convertible  or
exchangeable  securities  (assuming  conversion  or exchange in full even if not
then currently convertible or exchangeable in full) shall be deemed to be issued
and outstanding at the time of issuance of such securities,  for a consideration
equal to the consideration received by the Company for such securities, plus the
minimum consideration,  if any, receivable by the Company upon the conversion or
exchange thereof;  provided,  however, that upon the termination of the right to
convert or exchange such  convertible  or  exchangeable  securities  (whether by
reason of redemption or otherwise),  the number of shares of Common Stock deemed
to be  issued  and  outstanding  pursuant  to this  subsection  (b) (and for the
purposes of subsection (e) of Section 6.1 hereof) shall be reduced by the number
of shares as to which the  conversion  or exchange  rights shall have expired or
terminated  unexercised,  and such number of shares shall no longer be deemed to
be issued and outstanding, and the Exercise Price then in effect shall forthwith
be readjusted and thereafter be the price that it would have been had adjustment
been made on the basis of the issuance only of the shares  actually  issued plus
the shares remaining  issuable upon conversion or exchange of those  convertible
or  exchangeable  securities as to which the conversion or exchange rights shall
not have expired or terminated unexercised.

     (c) If any change shall occur in the price per share provided for in any of
the options,  rights or warrants  referred to in subsection  (a) of this Section
6.2, or in the price per share or ratio at which the  securities  referred to in
subsection  (b) of  this  Section  6.2 are  convertible  or  exchangeable,  such
options,  rights or warrants or conversion or exchange  rights,  as the case may
be, to the extent not theretofore exercised,  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.

     6.3  Subdivision and Combination of Common Stock. In case the Company shall
at any time  subdivide  (by any stock split,  stock  dividend or  otherwise)  or
combine (by any reverse  stock split or  otherwise)  the  outstanding  shares of
Common Stock, the Exercise Price shall forthwith be proportionately decreased in
the case of subdivision or increased in the case of combination.

     6.4  Adjustment in Number of Shares.  Upon each  adjustment of the Exercise
Price  pursuant to the  provisions  of this Section 6, the  aggregate  number of
shares of Common  Stock  issuable  upon the exercise of this Warrant (and of all
the  Warrants)  shall be obtained by  multiplying  the Exercise  Price in effect
immediately  prior to such  adjustment  by the number of shares of Common  Stock
issuable  upon  exercise of this Warrant (and of all the  Warrants)  immediately
prior to such  adjustment  and  dividing the product so obtained by the adjusted
Exercise Price.

     6.5   Reclassification,   Consolidation,   Merger,  etc.  In  case  of  any
consolidation or merger of the Company with or into another entity,  or the sale
of all or  substantially  all of its assets to another entity shall be effected,
or in case of any capital reorganization or reclassification of the Common Stock
of the  Company,  then,  as a condition of such  consolidation,  merger or sale,
reorganization or  reclassification  of the Common Stock of the Company,  lawful
and adequate provision shall be made whereby the Warrant Holder shall thereafter
have the right to  receive  upon the  basis  and upon the  terms and  conditions
specified  herein  and in lieu of the  shares  of  Common  Stock of the  Company
immediately  theretofore  receivable  upon the  exercise of the  Warrants,  such
shares of stock, or of securities,  interests or assets (other than cash) as may
be issued or payable with respect to or in exchange for a number of  outstanding
shares of Common Stock equal to the number of shares of Common Stock immediately
theretofore so receivable by the Warrant Holder had such consolidation,  merger,
sale,  reorganization or reclassification  not taken place, and in any such case
appropriate  provision shall be made with respect to the rights and interests of
the Warrant  Holder to the end that the  provisions  hereof  (including  without
limitation  provisions for adjustment of the Exercise Price) shall thereafter be
applicable,  as nearly as may be in relation to any shares of stock, securities,
interests or assets  thereafter  deliverable  upon the exercise of such Exercise
rights.

                                       v





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

     (a) Upon the issuance or sale of this Warrant or, of any Warrant Shares;

     (b) Upon the  issuance or sale of shares of Common  Stock upon the exercise
of  options,  rights  or  warrants,  or  upon  the  conversion  or  exchange  of
convertible or exchangeable securities, in any case (i) where the purchase price
was adjusted at the time of issuance of such  options,  rights or  warrants,  or
convertible or exchangeable securities, as contemplated by Section 6.2 hereof or
(ii) where  such  options,  rights,  warrants  or  convertible  or  exchangeable
securities were outstanding prior to the date hereof;

     (c) Upon the issuance or sale of shares of Common Stock  resulting from the
exercise or  conversion  of any of the Company's  securities  outstanding  as of
November 30, l995; or

     (d) If the amount of said adjustment shall be less than one cent ($.01) per
share, provided,  however, that in such case any adjustment that would otherwise
be  required  then to be made shall be carried  forward and shall be made at the
time of and together with the next subsequent adjustment that, together with any
adjustment  so carried  forward,  shall  amount to at least one cent  ($.01) per
share.

7.       Exchange and Replacement of Warrant.

     This Warrant is exchangeable without expense,  upon the surrender hereof by
the registered  Holder at the principal  executive office of the Company,  for a
new Warrant or Warrants of like tenor and date representing in the aggregate the
right to purchase the same number of shares as are purchasable hereunder in such
denominations as shall be designated by the registered Holder hereof at the time
of such surrender.

     Upon receipt by the Company of evidence  reasonably  satisfactory  to it of
the loss,  theft,  destruction  or mutilation  of this Warrant,  and, in case of
loss,  theft or  destruction,  upon receipt of indemnity or security  reasonably
satisfactory to it, and reimbursement to the Company of all reasonable  expenses
incidental  thereto,  and upon surrender and  cancellation  of this Warrant,  if
mutilated,  the Company  will make and  deliver a new Warrant of like tenor,  in
lieu of this Warrant.

8.       Elimination of Fractional Interests.

     The Company  shall not be  required  upon the  exercise of this  Warrant to
issue stock certificates  representing  fractions of shares of Common Stock, but
shall  instead pay in cash, in lieu of any  fractional  share of Common Stock to
which such Holder would be entitled if such fractional  share were issuable,  in
an amount  equal to the fair market  value of a share of Common  Stock as of the
date of such exercise.

9.       Reservation of Shares.

     The  Company  shall at all  times  reserve  and keep  available  out of its
authorized  shares of Common Stock,  solely for the purpose of issuance upon the
exercise  of this  Warrant,  such  number of shares of Common  Stock as shall be
issuable upon the exercise hereof.  The Company  covenants and agrees that, upon
exercise of this Warrant and payment of the Exercise Price therefor,  all shares
of Common Stock  issuable upon such exercise  shall be duly and validly  issued,
fully paid and nonassessable.

10.      Notices to Holders.

     Nothing contained in this warrant shall be construed as conferring upon the
Holder  hereof  the  right  to vote or to  consent  or to  receive  notice  as a
stockholder  in respect of any  meetings  of  stockholders  for the  election of
directors  or  any  other  matter/  or as  having  any  rights  whatsoever  as a
stockholder of the Company.  If, however, at any time prior to the expiration of
this Warrant and prior to its exercise, any of the following events shall occur:

     (a) The Company  shall take a record of the holders of its shares of Common
Stock for the purpose of entitling them to receive a dividend or distribution in
cash or otherwise;

     (b) The  Company  shall  offer  to the  holders  of its  Common  Stock  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 right to
subscribe for or purchase the same;

     (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,  assets and  business as an  entirety  shall be proposed to be
voted upon by the stockholders of the Company; or

     (d) A merger or consolidation of the Company with or into any other company
shall be proposed to be voted upon by the stockholders of the Company;

                                       vi


then, in any one or more of said events,  the Company shall give written  notice
of such event to the Holder of this warrant 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 stockholders  entitled to such dividend,  distribution,
additional  shares,  convertible or  exchangeable  securities or subscription or
purchase rights, or entitled to vote on such proposed dissolution,  liquidation,
winding up, sale, merger or consolidation. Such notice shall specify such record
date or the date of closing the transfer  books,  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  distribution,  or the issuance of any shares of capital stock or convertible
or exchangeable  securities or subscription or purchase rights,  or any proposed
dissolution, liquidation, winding up, sale, merger or consolidation.

11. Notices.

     All notices, requests, consents and other communications hereunder shall be
in writing and shall be deemed to have been duly made when delivered,  or mailed
by registered or certified mail, return receipt requested:

     (a) If to the  registered  Holder of this  Warrant,  to the address of such
Holder as shown on the books of the Company; or

     (b) If to the  Company,  to the address set forth on the first page of this
Warrant;

or at such other address as the  registered  Holder or the Company may hereafter
have advised the other.

12.      Successors.

     All the covenants, agreements,  representations and warranties contained in
this  Warrant  shall  bind  the  parties  hereto  and  their  respective  heirs,
executors, administrators, distributees, successors and assigns.

13.      Headings.

     The Section  headings in this  Warrant  have been  inserted for purposes of
convenience only and shall have no substantive effect.

14.      Law Governing.

     This  Warrant is  delivered in the State of New York and shall be construed
and enforced in accordance  with,  and governed by, the laws of the State of New
York  regardless of the  jurisdiction  of creation or domicile of the Company or
its successors or of the Holder at any time hereof.

          WITNESS the signature of the duly authorized officer of the Company.

XXXXXX RESOURCES, INC.

By:                                          By:
   -------------------------------               -------------------------------

Title:                                       Title:
      ----------------------------                  ----------------------------



                                      vii




                                SUBSCRIPTION FORM

                    (To Be Executed By The Registered Holder

                        In Order To Exercise The Warrant)

     The undersigned hereby irrevocably elects to exercise the right to purchase
____________  shares of Common Stock of Xxxxxx Resources,  Inc., Inc. covered by
this Warrant  according to the  conditions  hereof and herewith makes payment of
the Exercise Price of such shares in full.




                                            ------------------------------------
                                                   Signature

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                                                   Print Name

                                            ------------------------------------
                                                   Address

                                            ------------------------------------
                                                   City, State, Zip


Dated:
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