EXHIBIT 4.1

                                WARRANT AGREEMENT

     WARRANT  AGREEMENT  dated  as  of  October  16,  1989,   between  Strategic
Acquisitions, Inc., a Nevada corporation (hereinafter called the "Company"), and
American  Stock  Transfer & Trust  Company,  99 Wall Street,  New York, New York
10006, as warrant agent (hereinafter called the "Warrant Agent").

     WHEREAS,  the Company has  proposed to issue and sell to the public  40,000
Units,  offering  price  $6.00  per  unit  (the  "Units"),  together  with a 15%
over-allotment provision, each Unit consisting of six shares (the "Unit Shares")
of its  authorized  but unissued  shares of common  stock,  par value $.001 (the
"Common  Stock"),  thirty Class A redeemable  common  stock  purchase  warrants,
thirty Class B  redeemable  common  stock  purchase  warrants and thirty Class C
redeemable  common  stock  purchase  warrants  (the Class A, Class B and Class C
common stock purchase warrants being referred to herein as the "Unit Warrants");

     WHEREAS,  each Unit  Warrant is  immediately  detachable  and may be traded
separately  on the basis of one Warrant  evidencing  the right to  purchase  one
share of Common Stock;

     WHEREAS,  each Class A Unit  Warrant  entitles  the holder to purchase  one
share of  Common  Stock at the price of $.75 per  share  for an  eighteen  month
period commencing immediately from the effective date of this offering;

     WHEREAS,  each Class B Unit  Warrant  entitles  the holder to purchase  one
share of Common  Stock at the  price of $.875  per  share for a two year  period
commencing immediately from the effective date of this offering;

     WHEREAS,  each Class C Unit  Warrant  entitles  the holder to purchase  one
share of Common  Stock at the  price of $1.00  per  share for a two year  period
commencing immediately from the effective date of this offering;

     WHEREAS,  the Company  desires  the  Warrant  Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing so to act, in  connection  with the
issuance, registration, transfer, exchange and exercise of the Unit Warrants;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:

     Section 1.  Appointment of Warrant Agent.  The Company hereby  appoints the
Warrant  Agent  to  act  as  Agent  for  the  Company  in  accordance  with  the
instructions  hereinafter  in this  Agreement  set forth,  and the Warrant Agent
hereby accepts such appointment.

     Section 2.  Section 2. Form of Warrant.  The text of the Warrant and of the
form of election to purchase  shares to be printed on the reverse  thereof shall
be substantially as set forth respectively in Exhibits "A", "B" and "C" attached
hereto. The per share Warrant price for each class of Warrants and the number of
shares  issuable  upon  exercise of the Unit  Warrants

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are  subject  to  adjustment  upon the  occurrence  of  certain  events,  all as
hereinafter  provided.  The Unit  Warrants  shall be  executed  on behalf of the
Company  by the  manual or  facsimile  signature  of the  present  or any future
President or Vice President of the Company, under its corporate seal, affixed or
facsimile,  attested by the manual or facsimile  signature of the present or any
future Secretary or Assistant Secretary of the Company.

     The Unit Warrants  shall be dated as of the date of issuance by the Warrant
Agent, either upon initial issuance or upon transfer or exchange.

     Section 3.  Countersignature  and  Registration.  The  Warrant  Agent shall
maintain books for the transfer and registration of the Unit Warrants.  Upon the
initial  issuance  of the Unit  Warrants,  the  Warrant  Agent  shall  issue and
register the Unit Warrants in the names of the respective  holders thereof.  The
Unit  Warrants  shall be  countersigned  manually or by facsimile by the Warrant
Agent (or by any  successor  to the Warrant  Agent then acting as warrant  agent
under  this  Agreement)  and  shall  not be  valid  for any  purpose  unless  so
countersigned.  Unit Warrants may be so countersigned,  however,  by the Warrant
Agent (or by its  successor  as warrant  agent) and be  delivered by the Warrant
Agent,  notwithstanding  that the persons  whose manual or facsimile  signatures
appear  thereon as proper  officers of the Company  shall have ceased to be such
officers at the time of such countersignature or such delivery.

     Section 4. Transfers and Exchanges.  The Warrant Agent shall transfer, from
time to time, any  outstanding  Unit Warrants upon the books to be maintained by
the Warrant Agent for that purpose, upon surrender thereof for transfer properly
endorsed or accompanied by appropriate  instructions for transfer. Upon any such
transfer,  a new  Unit  Warrant  shall  be  issued  to the  transferee  and  the
surrendered Unit Warrant shall be cancelled by the Warrant Agent.  Unit Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to
time upon  request.  Unit  Warrants may be exchanged at the option of the holder
thereof,  when  surrendered at the office of the Warrant Agent, for another Unit
Warrant,  or other Unit Warrants of different  denominations,  of like tenor and
representing  in the  aggregate  the right to  purchase a like  number of Common
Shares.

     Section  5.  Exercise  of  Warrants.  Subject  to the  provisions  of  this
Agreement,  each  registered  holder of the Unit Warrants  shall have the right,
which may be exercised commencing as of 11:00 A.M. New York City time on October
16, 1989, the effective  date of the offering,  to purchase from the Company the
number of shares in respect of which such Unit Warrants are then exercised.  The
Company  shall then issue and sell such  fully  paid and  non-assessable  Common
Shares  specified in such Unit Warrants at the exercise  prices  therein  stated
(the  "Warrant  Price"),  upon  surrender  to the  Company  at the office of the
Warrant  Agent of such Unit


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<PAGE>


Warrants,  with the form of election to  purchase  on the reverse  thereof  duly
filled in and signed,  and upon  payment to the Company of the Warrant  Price as
determined  in  accordance  with  the  provisions  of  Section  9 and 10 of this
Agreement.  Payment of such Warrant  Price shall be made in cash or by certified
check or bank draft for any  Common  Shares  issuable  upon  exercise  of a Unit
Warrant. Subject to Section 6, upon such surrender of Unit Warrants, and payment
of the  Warrant  Price as  aforesaid,  the  Company  shall issue and cause to be
delivered  with all  reasonable  dispatch  to or upon the  written  order of the
registered  holder  of such  Unit  Warrants  and in such  name or  names as such
registered holder may designate, a certificate or certificates for the number of
full  Common  Shares so  purchased  upon the  exercise  of such  Unit  Warrants,
together with cash, as provided in Section 11 of this  Agreement,  in respect of
any fraction of a Common Share  otherwise  issuable  upon such  surrender.  Such
certificate or  certificates  shall be deemed to have been issued and any person
designated to be named therein shall be deemed to have become a holder of record
of such shares as of the date of the surrender of such Unit Warrants and payment
of the Warrant Price as  aforesaid;  provided  however,  that if, on the date of
surrender of such Unit  Warrants,  the transfer  books for such Common Shares or
other class of stock  purchasable  upon the exercise of such Unit Warrants shall
be  closed,  the  certificates  for such  shares in  respect  of which such Unit
Warrants  are then  exercised  shall not be issued  until  such  books  shall be
opened,  and until such date the  Company  shall be under no duty to deliver any
certificate for such shares; provided further,  however, that the transfer books
aforesaid,  unless  otherwise  required  by law  or by  applicable  rule  of any
national securities  exchange,  shall not be closed at any one time for a period
longer than 20 days.  The rights of purchase  represented  by the Unit  Warrants
shall be exercisable at the election of the registered holders,  thereof, either
as an  entirety  or from  time to time for  part  only of the  shares  specified
therein  and, in the event that any Unit Warrant is exercised in respect of less
than  all of the  shares  specified  therein  at any  time  prior to the date of
expiration  of the Unit  Warrant,  a new Unit Warrant or Unit  Warrants  will be
issued to such registered holder for the remaining number of shares specified in
the Unit Warrant so  surrendered,  and the Warrant  Agent is hereby  irrevocably
authorized to countersign and to deliver the required new Unit Warrants pursuant
to the  provisions  of this Section and of Section 3 of this  Agreement  and the
Company,  whenever requested by the Warrant Agent, will supply the Warrant Agent
with Unit Warrants duly executed on behalf of the Company for such purpose.

     The  redeemable  Class A, Class B and Class C Unit Warrants are callable by
the Company at any time prior to their conversion, with a notice of call sent in
writing to the Warrant  holders of record,  giving a 30 day notice of such call.
The call  price is $.01 per  Warrant.  Any  Warrants,  either not  converted  or
tendered  back to the Company by the end of the date  specified in the notice of
call, shall expire on the books of the company and cannot be exercised.

     Section 6.  Payment of Taxes.  The Company will pay any  documentary  stamp
taxes  attributable  to the initial  issuance of Common Shares issuable upon the
exercise of the Unit Warrants;  provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved  in the issue or delivery of any  certificates  for Common  Shares in a
name other than that of the registered holder of the Unit Warrants in respect of
which such  shares are  issued,  and in such case  neither  the  Company nor the
Warrant Agent shall be required to issue or deliver any  certificate  for Common
Shares or any  warrant  until  the  person  requesting  the same has paid to the
Company the amount of such tax or has established to the Company's  satisfaction
that such tax has been paid.

     Section 7. Mutilated or Missing Warrants.  In case any of the Unit Warrants
shall be mutilated, lost, stolen or destroyed, the Company may in its discretion
issue and the Warrant  Agent  shall  countersign  and  deliver in  exchange  and
substitution for and upon cancellation of the mutilated Unit Warrant, or in lieu
of and

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<PAGE>

substitution for the Unit Warrant lost, stolen or destroyed,  a new Unit Warrant
of like tenor and  representing an equivalent  right or interest,  but only upon
receipt of evidence  satisfactory  to the Company and the Warrant  Agent of such
loss,  theft or destruction  of such Unit Warrant and  indemnity,  if requested,
also  satisfactory  to them.  Applicants for such substitute Unit Warrants shall
also  comply  with such other  reasonable  regulations  and pay such  reasonable
charges as the Company or the Warrant Agent may prescribe.

     Section 8. Reservation of Common Shares. There have been reserved,  and the
Company shall at all times keep  reserved,  out of the  authorized  and unissued
Common Shares, a number of shares  sufficient to provide for the exercise of the
rights of purchase represented by the Unit Warrants,  and the Transfer Agent for
the Common  Shares  and every  subsequent  transfer  agent for any shares of the
Company's  capital  stock  issuable  upon the  exercise  of any of the rights of
purchase aforesaid are hereby  irrevocably  authorized and directed at all times
to reserve such number of authorized and unissued  shares and shall be requisite
for such purpose. The Company agrees that all Common Shares issued upon exercise
of the Unit Warrants shall be, at the time of delivery of the  certificates  for
such  Common   Shares,   validly   issued  and   outstanding,   fully  paid  and
non-assessable  and listed on any national  securities  exchange  upon which the
other  Common  Shares  are then  listed  on or  prior to the date  that the Unit
Warrants shall be exercisable as provided in Section 5 hereof. Furthermore,  the
Company  will  register or otherwise  qualify the Common  Shares  issuable  upon
exercise of the Unit Warrants  pursuant to the  provisions of the Securities Act
of 1933;  and so long as any unexpired  Unit  Warrants  remain  outstanding  the
Company  will  file  such  amendments  and/or  supplements  to any  registration
statement  or  notification  covering  the  issuance of such  Common  Shares and
supplements and keep current any prospectus or offering  circular forming a part
of such registration  statement or notification as may be necessary to permit it
to deliver to each person  exercising a Unit Warrant,  a prospectus  meeting the
requirements  of  Section  10(a)(3)  of the  Securities  Act  of  1933  and  any
regulation promulgated thereunder, together with any other pertinent regulations
of the Securities and Exchange  Commission and otherwise complying with such Act
and  regulations  thereunder,  and will deliver  such a  prospectus  or offering
circular to each such person.  The Company will keep a copy of this Agreement on
file with the  Transfer  Agent for the Common  Shares and with every  subsequent
transfer  agent for any shares of the Company's  capital stock issuable upon the
exercise  of the  rights  of  purchase  represented  by the Unit  Warrants.  The
Transfer Agent is hereby irrevocably  authorized to requisition from the Company
from time to time such stock  certificates  required to honor  outstanding  Unit
Warrants.  The Company  will  supply such  Transfer  Agent duly  executed  stock
certificates  for such  purpose  and  will  itself  provide  or  otherwise  make
available  any cash  which may be paid in the  exercise  of the  rights  thereby
evidenced,  and the Transfer Agent shall then cancel such rights and deliver the
cancelled  Unit Warrants to the Company.  Such  cancelled  Unit  Warrants  shall
constitute  sufficient  evidence of the number of Common  Shares which have been
issued  upon the  exercise  of such Unit  Warrants.  Promptly  after the date of
expiration  of each class of Unit  Warrants,  the Warrant Agent shall certify to
the Company the total  aggregate  amount of Unit Warrants then  outstanding  for
such expired class,  and thereafter no Common Shares shall be issued in exchange
for such Unit Warrants which have expired.



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<PAGE>


     Section 9. Unit Warrant Prices.

     (a) The  redeemable  Class A Warrant  Price at which  Common Stock shall be
purchasable  commencing  with the effective date of this offering and continuing
for a total of eighteen months shall be $.75 per share.

     (b) The  redeemable  Class B Warrant  Price at which  Common Stock shall be
purchasable  commencing  from the effective date of this offering and continuing
for a total of two years shall be $.875 per share.

     (c) The  redeemable  Class C Warrant  Price at which  Common Stock shall be
purchasable  commencing  from the effective date of this offering and continuing
for a total of two years shall be $1.00 per share.

     Section 10.  Adjustments.Subject  and  pursuant to the  provisions  of this
Section 10, the Warrant  Price and number of Common  Shares  subject to the Unit
Warrants  shall  be  subject  to  adjustment  from  time to  time  as set  forth
hereinafter.

     (a) If at any time or from time to time, the Company shall, by subdivision,
consolidation or reclassification of shares, or otherwise, change as a whole the
outstanding  shares of Common Stock into a different  number of class of shares,
the number and class of shares as so changed shall,  for the purpose of the Unit
Warrants and the terms and  conditions  hereof,  replace the shares  outstanding
immediately prior to such change, and the price and number of shares purchasable
under the Unit Warrants immediately prior to the date on which such change shall
become effective shall be proportionately adjusted.

     (b) Irrespective of any adjustment or change in the Warrant Price or number
of securities  actually  purchasable  under the Unit Warrants of like tenor, the
Unit  Warrants  theretofore  and  thereafter  issued may continue to express the
Warrant Price and the number of securities purchasable thereunder as the Warrant
Price and the  number  of  securities  purchasable  were  expressed  on the Unit
Warrants when initially issued.

     (c) If at any time while the Unit  Warrants  are  outstanding,  the Company
shall  consolidate with or merge into another  corporation,  firm or entity,  or
otherwise  enter into a form of  business  combination,  the holders of the Unit
Warrants shall  thereafter be entitled upon exercise  thereof to purchase,  with
respect to each security purchasable thereunder immediately prior to the date on
which such  consolidation,  merger or other form of business  combination  shall
become  effective,  the  securities  or  property  to which a holder of one such
security would have been entitled upon such consolidation or merger, without any
change in, or payment in addition  to, the Warrant  Price in effect  immediately
prior to such merger or consolidation,  and the Company shall take such steps in
connection with such  consolidation or merger as may be necessary to assure that
all the  provisions of the Unit Warrants  shall  thereafter  be  applicable,  as
nearly as reasonably may be in relation to any securities on property thereafter
deliverable upon the exercise of the Unit Warrants.


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<PAGE>


     (d) Upon the happening of any event  requiring an adjustment of the Warrant
Price hereunder, the Company shall forthwith give written notice thereof to each
registered  holder of the Unit Warrants  stating the adjusted  Warrant Price and
the  adjusted  number  of  securities  purchasable  upon  the  exercise  thereof
resulting from such event, and setting forth in reasonable  detail the method of
calculation and the facts upon which such  calculation is based. The certificate
of the Company's  independent public accountant shall be conclusive  evidence of
the correctness of any computation made hereunder.

     Section 11. Fractional Interest. The Company shall not be required to issue
fractions of Common Shares on the exercise of the Unit Warrants. If any fraction
of a Common Share would,  except for the provisions of this Section, be issuable
on the exercise of any Unit Warrant (or specified portions thereof), the Company
shall  purchase such fraction for an amount in cash equal to the current  market
value of such fraction  based upon the current  market price of the Common Share
determined  in the manner set forth below.  For purposes of this Section 11, the
current  market price on each day shall be the average of the last  reported bid
and asked price,  regular way, or, in case no reported  sale takes place on such
day,  the average of the  reported  closing bid and asked prices on the last day
that trading  occurred,  regular way, in either case on any national  securities
exchange on which the Common  Shares are listed or  admitted to trading,  or, if
the Common  Shares are not listed or admitted  to trading on any such  exchange,
the average of the bid and asked price on such day as reported on NASDAQ,  or if
such  shares are not then listed on NASDAQ,  as  reported by National  Quotation
Bureau  Incorporated or any similar  organization  selected from time to time by
the Company for such purpose.  All  calculations  under this Section 11 shall be
made to the nearest cent or to the nearest one-hundredth of a share, as the case
may be.

     Section 12. Notice to Unit Warrant Holders.

     (a) Upon any  adjustment  of the  Warrant  Price  and the  number of shares
issuable on exercise of a Unit  Warrant,  then and in each such case the Company
shall give written notice thereof to the Warrant Agent, which notice shall state
the Warrant Price  resulting from such  adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise of a
Unit Warrant,  setting forth in reasonable  detail the method of calculation and
the facts upon which such  calculation is based.  The Company shall also publish
such notice once in an Authorized Newspaper. For the purposes of this agreement,
an Authorized  Newspaper  shall mean a newspaper  customarily  published on each
business day, in one or more morning  editions or one or more evening  editions,
or both  (and  whether  or not it shall be  published  in  Saturday  and  Sunday
editions  or on  holidays),  printed  in the  English  language  and of  general
circulation in the Borough of Manhattan,  City and State of New York. Failure to
give or  publish  such  notice,  or any  defect  therein,  shall not  affect the
legality or validity of the subject adjustments.

     (b) In case at any time:

          (i) the  Company  shall pay any  dividends  payable  in stock upon its
     Common Stock or make any  distribution  (other than regular cash dividends)
     to the holders of its Common Stock;


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          (ii) the Company shall offer for  subscription pro rata to the holders
     of its Common  Stock any  additional  shares of stock of any class or other
     rights;

          (iii) there shall be any capital reorganization or reclassification of
     the capital stock of the Company, or consolidation or merger of the Company
     with,  or  sale  of all or  substantially  all of its  assets  to,  another
     corporation; or

          (iv)  there  shall  be  a  voluntary   or   involuntary   dissolution,
     liquidation, or winding up of the Company; then, in any one or more of such
     cases, the Company shall give written notice to all Unit Warrant holders of
     record and publish the same in the manner set forth in Section 12(a) hereof
     on the date on which (A) the books of the  Company  shall close or a record
     shall be taken for such dividend,  distribution, or subscription rights, or
     (B) such  reorganization,  reclassification,  consolidation,  merger, sale,
     dissolution,  liquidation,  or winding up shall take place, as the case may
     be.  Such  notice  shall also  specify  the date as of which the holders of
     Common Stock of record shall participate in such dividend, distribution, or
     subscription  rights,  or shall be entitled to exchange  their Common Stock
     for  securities or other  property  deliverable  upon such  reorganization,
     reclassification,  consolidation,  merger,  sale,  and such notice shall be
     given and  published  at least 20 days prior to the action in question  and
     not less  than 20 days  prior to the  record  date or the date on which the
     Company's transfer books are closed in respect thereof.  Failure to give or
     publish such notice,  or any defect therein,  shall not affect the legality
     or validity of any of the matters set forth in this Section 12 inclusive.

     Section 13. Disposition of Proceeds upon Exercise of the Unit Warrants.

     (a) The Warrant Agent shall account promptly to the Company with respect to
the Unit Warrants  exercised and shall have deposited  concurrently in a special
account in a bank  designated  by the Company for the benefit of the Company all
moneys  received by the Warrant  Agent for the purchase of Common Stock  through
the exercise of such Unit Warrants.

     (b) The Warrant  Agent shall keep copies of this  Agreement  available  for
inspection by holders of Unit Warrants during normal business hours.

     Section 14. Merger,  Consolidation  or Change of Name of Warrant Agent. Any
corporation or company which may succeed to the business of the Warrant Agent by
any merger,  consolidation  or otherwise  to which the Warrant  Agent shall be a
party, or any corporation or Company  succeeding to the corporate trust business
of the Warrant  Agent,  shall be the  successor to the Warrant  Agent  hereunder
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto,  provided that such corporation would be eligible for
appointment  as a successor  Warrant Agent under the provisions of Section 16 of
this  Agreement.  In case at the time such  successor to the Warrant Agent shall
succeed to the agency created by this Agreement,  any of the Unit Warrants shall
have been  countersigned  but not  delivered,  any such successor to the Warrant
Agent may adopt the  counter-signature of the original Warrant Agent and deliver
such Unit  Warrants so  countersigned;  and in case at that time

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<PAGE>

any of the Unit Warrants shall not have been countersigned, any successor to the
Warrant  Agent  may  countersign  such Unit  Warrants  either in the name of the
predecessor  Warrant Agent or in the name of the successor Warrant Agent; and in
all such cases such Unit Warrants shall have the full force provided in the Unit
Warrants and in this Agreement.

     In case at any time the name of the  Warrant  Agent shall be changed and at
such  time  any of the Unit  Warrants  shall  have  been  countersigned  but not
delivered, the Warrant Agent may adopt the countersignature under its prior name
and deliver Unit Warrants so countersigned;  and in case at that time any of the
Unit  Warrants  shall  not  have  been  countersigned,  the  Warrant  Agent  may
countersign  such Unit  Warrants  either in its previous  name or in its changed
name;  and in all such  cases  such  Unit  Warrants  shall  have the full  force
provided in the Warrant Agreement and in this Agreement.

     Section 15.  Duties of Warrant  Agent.  The Warrant  Agent  undertakes  the
duties and  obligations  imposed by this Agreement upon the following  terms and
conditions, by all of which the Company and the holders of the Unit Warrants, by
their acceptance thereof, shall be bound:

     (a) The  statements of fact and recitals  contained  herein and in the Unit
Warrants  shall be taken as  statements  of the Company,  and the Warrant  Agent
assumes no responsibility  for the correctness of any of the same except such as
describe  the  Warrant  Agent or action  taken or to be taken by it. The Warrant
Agent assumes no  responsibility  with respect to the  distribution  of the Unit
Warrants except as herein expressly provided.

     (b) The  Warrant  Agent  shall not be  responsible  for any  failure of the
Company to comply with any of the  covenants  contained in this  Agreement or in
the Warrant Agreement to be complied with by the Company.

     (c) The Warrant Agent may consult at any time with counsel  satisfactory to
it (who may be counsel for the  Company)  and the  Warrant  Agent shall incur no
liability or  responsibility to the Company or to any holder of any Unit Warrant
in respect of any action  taken,  suffered  or omitted by it  hereunder  in good
faith and in accordance with the opinion or the advice of such counsel.

     (d) The Warrant  Agent shall incur no  liability or  responsibility  to the
Company or to any holder of any Unit Warrant for any action taken in reliance on
any notice,  resolution,  waiver, consent, order,  certificate,  or other paper,
document or  instrument  believed  by it to be genuine and to have been  signed,
sent or presented by the proper party or parties.

     (e) The Company agrees to pay to the Warrant Agent reasonable  compensation
for  all  services  rendered  by the  Warrant  Agent  in the  execution  of this
Agreement,  to  reimburse  the  Warrant  Agent  for  all  expenses,   taxes  and
governmental  charges and other  charges of any kind and nature  incurred by the
Warrant  Agent in the  execution of this  Agreement and to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments,
costs and  reasonable  counsel fees, for anything done or omitted by the Warrant
Agent in the  execution  of this  Agreement  except as a result  of the  Warrant
Agent's negligence, willful misconduct, or bad faith.


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<PAGE>


     (f) The Warrant Agent shall be under no obligation to institute any action,
suit or legal  proceeding or to take any other action likely to involve  expense
unless the Company or one or more registered  holders of the Unit Warrants shall
furnish the Warrant Agent with  reasonable  security and indemnity for any costs
and expenses  which may be  incurred,  but this  provision  shall not affect the
power of the Warrant Agent to take such action as the Warrant Agent may consider
proper,  whether with or without any such security or  indemnity.  All rights of
action under this  Agreement  or under the Unit  Warrants may be enforced by the
Warrant  Agent  without  the  possession  of  any of the  Unit  Warrants  or the
production  thereof at any trial or other proceeding  relative thereto,  and any
such action, suit or proceeding instituted by the Warrant Agent shall be brought
in its name as Warrant  Agent,  and any  recovery of  judgment  shall be for the
ratable  benefit  of the  registered  holders  of the  Unit  Warrants,  as their
respective rights or interests may appear.

     (g) The Warrant Agent and any stockholder,  director,  officer,  partner or
employee of the Warrant  Agent may buy, sell or deal in any of the Unit Warrants
or other  securities  of the  Company or become  pecuniarily  interested  in any
transaction  in which the Company may be  interested,  or contract  with or lend
money to or  otherwise  act as fully and  freely  as though it were not  Warrant
Agent under this Agreement. Nothing herein shall preclude the Warrant Agent from
acting in any other capacity for the Company or for any other legal entity.

     (h) The  Warrant  Agent  shall act  hereunder  solely as agent and not in a
ministerial  capacity,  and  its  duties  shall  be  determined  solely  by  the
provisions  hereof.  The Warrant Agent shall not be liable for anything which it
may do or refrain from doing in connection  with this  Agreement  except for its
own negligence, willful misconduct or bad faith.

     (i) The Warrant  Agent may execute and exercise any of the rights or powers
hereby vested in it or perform any duty hereunder either itself or by or through
its  attorneys,  agents  or  employees,  and  the  Warrant  Agent  shall  not be
answerable or  accountable  for any act,  default,  neglect or misconduct of any
such  attorneys,  agents or employees  or for any loss to the Company  resulting
from such neglect or misconduct,  provided reasonable care had been exercised in
the selection and continued employment thereof.

     (j) Any request, direction,  election, order or demand of the Company shall
be sufficiently  evidenced by an instrument signed in the name of the Company by
its President or a Vice President or its Secretary or an Assistant  Secretary or
its  Treasurer  or an  Assistant  Treasurer  (unless  other  evidence in respect
thereof be herein specifically  prescribed);  and any resolution of the Board of
Directors may be evidenced to the Warrant  Agent by a copy thereof  certified by
the Secretary or Assistant Secretary of the Company.

     Section 16.  Change of Warrant  Agent.  The Warrant Agent may resign and be
discharged  from its duties under this Agreement by giving to the Company notice
in  writing,  and to the  holders of the Unit  Warrants  notice by mailing  such
notice to the holders at their addresses appearing on the Unit Warrant register,
of such resignation,  specifying a date when such resignation shall take effect.
The Warrant  Agent may be removed by like  notice to the Warrant  Agent from the
Company and by like  mailing of notice to the holders of the Unit  Warrants.  If
the Warrant Agent shall resign or be removed or shall

                                       9
<PAGE>


otherwise become  incapable of acting,  the Company shall appoint a successor to
the Warrant Agent. If the Company shall fail to make such  appointment  within a
period of thirty  days  after  such  removal  or after it has been  notified  in
writing of such  resignation  or incapacity  by the  resigning or  incapacitated
Warrant  Agent or by the  registered  holder of a Unit Warrant (who shall,  with
such notice,  submit his Unit Warrant for  inspection by the Company),  then the
registered  holder  of any Unit  Warrant  may  apply to any  court of  competent
jurisdiction  for the  appointment  of a  successor  to the Warrant  Agent.  Any
successor  warrant agent,  whether  appointed by the Company or by such a court,
shall be a bank or trust company, in good standing,  incorporated under the laws
of the State of New York or of the United States of America.  After appointment,
the successor warrant agent shall be vested with the same powers,  rights, dudes
and responsibilities as if it had been originally named as Warrant Agent without
further act or deed;  but the former Warrant Agent shall deliver and transfer to
the successor warrant agent all cancelled Unit Warrants, records and property at
the time held by it  hereunder,  and execute and deliver any further  assurance,
conveyance,  act or deed necessary for the purpose.  Failure to file or mail any
notice provided for in this Section,  however, or any defect therein,  shall not
affect the  legality or validity  of the  resignation  or removal of the Warrant
Agent or the appointment of the successor warrant agent, as the case may be.

     Section 17. Identity of Transfer  Agent.  Forthwith upon the appointment of
any Transfer Agent for the Common Shares or of any subsequent transfer agent for
the Common Shares or other shares of the Company's  capital stock  issuable upon
the exercise of the rights of purchase  represented  by the Unit  Warrants,  the
Company will file with the Warrant Agent a statement  setting forth the name and
address of such Transfer Agent.

     Section 18.  Notices.  Any notice pursuant to this Agreement to be given or
made by the Warrant Agent or by the registered  holder of any Unit Warrant to or
on the Company shall be sufficiently  given or made if sent by first class mail,
postage  prepaid,  addressed  (until another  address is filed in writing by the
Company with the Warrant Agent) as follows:  Strategic  Acquisitions,  Inc., c/o
Victor Edwin Stewart,  Esq., 220 East 65th Street,  Suite 6M, New York, New York
10021.

     Section 19.  Supplements and Amendments.  The Company and the Warrant Agent
may from time to time supplement or amend this Agreement without the approval of
any holders of the Unit  Warrants in order to cure an ambiguity or to correct or
supplement   any  provisions   contained   herein  which  may  be  defective  or
inconsistent with any other provision herein, or to make any other provisions in
regard to matters or  questions  arising  hereunder  which the  Company  and the
Warrant  Agent  may  deem   necessary  or  desirable  and  which  shall  not  be
inconsistent  with the  provisions  of the Unit  Warrants  and  which  shall not
adversely affect the interests of the holders of the Unit Warrants.


                                       10
<PAGE>

     Section 20. Successors.  All the covenants and provisions of this Agreement
by or for the benefit of the  Company or the Warrant  Agent shall bind and inure
to the benefit of their respective successors and assigns hereunder.

     Section 21. New York Contract.  This Agreement and each Unit Warrant issued
hereunder  shall be deemed to be a contract  made under the laws of the State of
New York and for all purposes shall be construed in accordance  with the laws of
the State of New York.

     Section 22. Benefits of this Agreement.  Nothing in this Agreement shall be
construed to give any person or corporation other than the Company,  the Warrant
Agent and the  registered  holders of the Unit  Warrants  any legal or equitable
right, remedy or claim under this Agreement; but this Agreement shall be for the
sole and exclusive benefit of the Company,  the Warrant Agent and the registered
holders of the Unit Warrants.

     Section 23.  Counterparts.  This Agreement may be executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

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

                                    STRATEGIC ACQUISTIONS, INC.


   [Corporate Seal]

                                    By: /s/ Richard S. Kaye
                                        -----------------------
                                        Authorized Officer


                                    AMERICAN STOCK TRANSFER & TRUST COMPANY

                                    /s/ American Stock Transfer & Trust Company

[Corporate Seal]