sec document




                                                                     Exhibit 4.3

                                     WARRANT


NO. ____                        MARCO HI-TECH JV LTD.             100,000 SHARES



                        WARRANT TO PURCHASE COMMON STOCK


                     VOID AFTER 5:30 P.M., EASTERN STANDARD
                          TIME, ON THE EXPIRATION DATE

THIS WARRANT AND ANY SHARES  ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  AND
MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT
COMPLIANCE  WITH THE  REGISTRATION  OR  QUALIFICATION  PROVISIONS  OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.

          FOR VALUE RECEIVED, MARCO HI-TECH JV LTD., a New York corporation (the
"Company"),  hereby  agrees  to  sell  upon  the  terms  and on  the  conditions
hereinafter set forth,  but no later than 5:30 p.m.,  Eastern  Standard Time, on
the  Expiration  Date (as  hereinafter  defined)  to Barry  Honig or  registered
assigns (the "Holder"),  under the terms as hereinafter  set forth,  One Hundred
Thousand (100,000) fully paid and non-assessable  shares of the Company's Common
Stock, par value $0.01 per share (the "Warrant  Stock"),  at a purchase price of
Two Dollars and fifty cents ($2.50) per share (the "Warrant Price"), pursuant to
this warrant  (this  "Warrant").  The number of shares of Warrant Stock to be so
issued and the Warrant  Price are  subject to  adjustment  in certain  events as
hereinafter  set forth.  The term "Common  Stock" shall mean,  when used herein,
unless  the  context  otherwise  requires,  the stock and other  securities  and
property at the time receivable upon the exercise of this Warrant.

          1.   EXERCISE OF WARRANT.

               (a) The Holder may exercise  this Warrant  according to its terms
by surrendering  this Warrant to the Company at the address set forth in Section
9, the Form of Exercise  attached  hereto  having then been duly executed by the
Holder,  accompanied  by cash,  certified  check or bank draft in payment of the
purchase price, in lawful money of the United States of America,  for the number
of  shares  of the  Warrant  Stock  specified  in the  Form of  Exercise,  or as
otherwise  provided in this Warrant,  prior to 5:30 p.m., Eastern Standard Time,
on the date  which  is five (5)  years  from  the date of the  issuance  of this
Warrant (the "Expiration Date").  Payment of the purchase price may also be made
by surrendering  such number of shares of Common Stock received upon exercise of
this  Warrant  with a "fair  market  value" on the date of  exercise  ("Exercise
Date") equal to the exercise  price of the Warrant (a "Cashless  Exercise"),  or
(iii) by a combination of the foregoing, provided that the combined value or all
cash and cash  equivalents  and the fair  market  value of any  shares of Common
Stock surrendered to the Company is at least equal to such exercise price.


               (b) If the Holder elects to make a Cashless Exercise, the Company
shall issue to the Holder a certificate or certificates  representing the number
of shares of Common Stock computed as follow:

                                   X = Y(A-B)
                                       -----
                                        A

Where:

  X  =   the number of shares of Common Stock to be issued to the Holder;
  Y  =   the number of shares of Common  Stock for which  Holder  has  exercised
         this Warrant
  A  =   the fair market  value of one share of the  Company's  Common Stock (on
         the Exercise Date): and
  B  =   the Exercise Price

          The "fair market value" of the Company's  Common Stock on the Exercise
Date shall mean: (i) if the principal  trading  market for such  securities is a
national  exchange,  the average  closing  price on such exchange for the twenty
(20)  trading days  immediately  prior to the  Exercise  Date;  or (ii) if sales
prices for shares of Common  Stock are  reported by the NASDAQ  National  Market
System (or a similar  system then in use), the average last reported sales price
so reported for the twenty (20) trading days  immediately  prior to the Exercise
Date; or (iii) if neither (i) nor (ii) above are applicable,  and if bid and ask
prices for shares of Common  Stock are  reported  in the OTC  Bulletin  Board by
NASDAQ  (or,  if not  so  reported,  by the  National  Quotation  Bureau  or any
successor  service),  the average of the high bid and low ask prices so reported
for the  twenty  (20)  trading  days  immediately  prior to the  Exercise  Date.
Notwithstanding  the foregoing,  if there is no reported sales price, or bid and
ask  prices,  as the case may be, for the period in  question,  then the current
market  price shall be  determined  in good faith by, and  reflected in a formal
resolution of, the Board of Directors of the Company.

               (c) This  Warrant may be exercised in whole or in part so long as
any exercise in part hereof would not involve the issuance of fractional  shares
of Warrant Stock.  If exercised in part, the Company shall deliver to the Holder
a new Warrant,  identical  in form,  in the name of the Holder,  evidencing  the
right to purchase the number of shares of Warrant Stock as to which this Warrant
has not been exercised, which new Warrant shall be signed by the Chairman, Chief
Executive  Officer or President and the Secretary or Assistant  Secretary of the
Company.  The term Warrant as used herein shall include any  subsequent  Warrant
issued as provided herein.

               (d) No fractional shares or scrip representing  fractional shares
shall be issued upon the exercise of this Warrant. The Company shall pay cash in
lieu of fractions  with respect to the Warrants based upon the fair market value
of such  fractional  shares of Common Stock (which shall be the closing price of
such shares on the  exchange or market on which the Common Stock is then traded)
at the time of exercise of this Warrant.

               (e) In the event of any  exercise  of the rights  represented  by
this Warrant,  a certificate or certificates for the Warrant Stock so purchased,
registered in the name of the Holder,  shall be delivered to the Holder within a

                                       2



reasonable  time after such rights shall have been so  exercised.  The person or
entity in whose  name any  certificate  for the  Warrant  Stock is  issued  upon
exercise of the rights  represented  by this  Warrant  shall for all purposes be
deemed to have become the holder of record of such shares  immediately  prior to
the close of  business  on the date on which the  Warrant  was  surrendered  and
payment of the Warrant Price and any applicable taxes was made,  irrespective of
the date of  delivery  of such  certificate,  except  that,  if the date of such
surrender and payment is a date when the stock transfer books of the Company are
closed,  such person or entity shall be deemed to have become the holder of such
shares at the opening of business on the next succeeding date on which the stock
transfer  books are open.  Except as provided  in Section 4 hereof,  the Company
shall pay any and all  documentary  stamp or  similar  issue or  transfer  taxes
payable  in  respect  of the issue or  delivery  of  shares  of Common  Stock on
exercise of this Warrant.

          2.   DISPOSITION OF WARRANT STOCK AND WARRANT.

               (a) The Holder  hereby  acknowledges  that this  Warrant  and any
Warrant  Stock  purchased  pursuant  hereto  are,  as of the  date  hereof,  not
registered: (i) under the Act on the ground that the issuance of this Warrant is
exempt from  registration  under  Section 4(2) of the Act as not  involving  any
public  offering or (ii) under any applicable  state  securities law because the
issuance of this  Warrant  does not involve  any public  offering;  and that the
Company's reliance on the Section 4(2) exemption of the Act and under applicable
state securities laws is predicated in part on the  representations  hereby made
to the Company by the Holder that it is acquiring  this Warrant and will acquire
the Warrant Stock for investment for its own account,  with no present intention
of dividing its participation with others or reselling or otherwise distributing
the same, subject,  nevertheless, to any requirement of law that the disposition
of its property shall at all times be within its control.

          The Holder  hereby agrees that it will not sell or transfer all or any
part of this Warrant  and/or  Warrant Stock unless and until it shall first have
given notice to the Company  describing  such sale or transfer and  furnished to
the Company either (i) an opinion,  reasonably  satisfactory  to counsel for the
Company, of counsel (skilled in securities  matters,  selected by the Holder and
reasonably  satisfactory to the Company) to the effect that the proposed sale or
transfer may be made without registration under the Act and without registration
or qualification under any state law, or (ii) an interpretative  letter from the
Securities and Exchange Commission to the effect that no enforcement action will
be  recommended  if the proposed  sale or transfer is made without  registration
under the Act.

               (b) If,  at the time of  issuance  of the  shares  issuable  upon
exercise of this Warrant, no registration statement is in effect with respect to
such  shares  under  applicable  provisions  of the Act,  the Company may at its
election require that the Holder provide the Company with written reconfirmation
of the Holder's  investment intent and that any stock  certificate  delivered to
the Holder of a surrendered Warrant shall bear legends reading  substantially as
follows:

          "THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES  ACT OF 1933,  AND MAY NOT BE SOLD,  TRANSFERRED,
          PLEDGED  OR  OTHERWISE  DISPOSED  OF IN THE  ABSENCE  OF AN  EFFECTIVE
          REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION


                                       3


          OF  COUNSEL  SATISFACTORY  TO THE  ISSUER  OF  THIS  CERTIFICATE  THAT
          REGISTRATION IS NOT REQUIRED UNDER SAID ACT."

In addition, so long as the foregoing legend may remain on any stock certificate
delivered to the Holder,  the Company may maintain  appropriate  "stop transfer"
orders with respect to such certificates and the shares  represented  thereby on
its books and  records  and with  those to whom it may  delegate  registrar  and
transfer functions.

          3.   RESERVATION  OF SHARES.  The  Company  hereby  agrees that at all
times there shall be reserved  for  issuance  upon the  exercise of this Warrant
such number of shares of its Common Stock as shall be required for issuance upon
exercise of this Warrant.  The Company  further agrees that all shares which may
be issued upon the  exercise of the rights  represented  by this Warrant will be
duly  authorized  and will,  upon  issuance and against  payment of the exercise
price, be validly issued,  fully paid and  non-assessable,  free from all taxes,
liens, charges and preemptive rights with respect to the issuance thereof, other
than taxes, if any, in respect of any transfer occurring  contemporaneously with
such issuance and other than transfer  restrictions imposed by federal and state
securities laws.

          4.   EXCHANGE,  TRANSFER OR  ASSIGNMENT  OF WARRANT.  This  Warrant is
exchangeable,  without expense,  at the option of the Holder,  upon presentation
and  surrender  hereof to the  Company  or at the  office of its stock  transfer
agent,  if any, for other  Warrants of different  denominations,  entitling  the
Holder or Holders thereof to purchase in the aggregate the same number of shares
of Common Stock  purchasable  hereunder.  Upon  surrender of this Warrant to the
Company or at the office of its stock transfer  agent, if any, with the Transfer
Form annexed hereto duly executed and funds  sufficient to pay any transfer tax,
the Company shall, without charge, execute and deliver a new Warrant in the name
of the assignee  named in such  instrument of assignment  and this Warrant shall
promptly  be  canceled.  This  Warrant  may be  divided or  combined  with other
Warrants  that carry the same rights upon  presentation  hereof at the office of
the Company or at the office of its stock transfer agent, if any,  together with
a written notice  specifying the names and  denominations  in which new Warrants
are to be issued and signed by the Holder hereof.

          5.   CAPITAL  ADJUSTMENTS.  This  Warrant is subject to the  following
further provisions:

               (a)  RECAPITALIZATION,  RECLASSIFICATION  AND SUCCESSION.  If any
recapitalization  of the Company or  reclassification of its Common Stock or any
merger or  consolidation  of the  Company  into or with a  corporation  or other
business  entity,  or the sale or  transfer of all or  substantially  all of the
Company's  assets  or  of  any  successor  corporation's  assets  to  any  other
corporation or business  entity (any such  corporation or other business  entity
being included within the meaning of the term "successor  corporation") shall be
effected,  at any time while this Warrant  remains  outstanding  and  unexpired,
then,  as  a  condition  of  such  recapitalization,  reclassification,  merger,
consolidation,  sale or transfer,  lawful and adequate  provision  shall be made
whereby the Holder of this  Warrant  thereafter  shall have the right to receive
upon the  exercise  hereof as provided in Section 1 and in lieu of the shares of
Common Stock immediately theretofore issuable upon the exercise of this Warrant,


                                       4


such shares of capital  stock,  securities or other property 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   issuable   upon   the   exercise   of  this   Warrant   had   such
recapitalization,  reclassification, merger, consolidation, sale or transfer not
taken  place,  and in each  such  case,  the  terms  of this  Warrant  shall  be
applicable  to the shares of stock or other  securities  or property  receivable
upon the exercise of this Warrant after such consummation.

               (b)  SUBDIVISION OR COMBINATION OF SHARES.  If the Company at any
time while this Warrant  remains  outstanding  and unexpired  shall subdivide or
combine its Common Stock, the number of shares of Warrant Stock purchasable upon
exercise  of this  Warrant  and  the  Warrant  Price  shall  be  proportionately
adjusted.

               (c)  STOCK  DIVIDENDS  AND  DISTRIBUTIONS.  If the Company at any
time while this  Warrant is  outstanding  and  unexpired  shall issue or pay the
holders of its Common Stock, or take a record of the holders of its Common Stock
for the purpose of entitling  them to receive,  a dividend  payable in, or other
distribution  of, Common Stock,  then (i) the Warrant Price shall be adjusted in
accordance  with  Section  5(e) and (ii) the number of shares of  Warrant  Stock
purchasable  upon  exercise of this  Warrant  shall be adjusted to the number of
shares of Common Stock that Holder would have owned  immediately  following such
action had this Warrant been exercised immediately prior thereto.

               (d)  STOCK AND RIGHTS  OFFERING TO  SHAREHOLDERS.  If the Company
shall at any time after the date of issuance of this Warrant  distribute  to all
holders of its Common  Stock any shares of capital  stock of the Company  (other
than Common Stock) or evidences of its  indebtedness  or assets  (excluding cash
dividends or  distributions  paid from  retained  earnings or current  year's or
prior year's  earnings of the Company) or rights or warrants to subscribe for or
purchase any of its securities  (excluding  those referred to in the immediately
preceding  paragraph) (any of the foregoing being  hereinafter in this paragraph
called the  "Securities"),  then in each such case,  the Company  shall  reserve
shares or other units of such  securities  for  distribution  to the Holder upon
exercise of this Warrant so that,  in addition to the shares of the Common Stock
to which such Holder is entitled,  such Holder will  receive upon such  exercise
the amount and kind of such Securities  which such Holder would have received if
the Holder had, immediately prior to the record date for the distribution of the
Securities, exercised this Warrant.

               (e)  WARRANT PRICE  ADJUSTMENT.  Whenever the number of shares of
Warrant Stock  purchasable upon exercise of this Warrant is adjusted,  as herein
provided,  the Warrant  Price payable upon the exercise of this Warrant shall be
adjusted to that price  determined by multiplying the Warrant Price  immediately
prior to such  adjustment  by a fraction (i) the numerator of which shall be the
number of shares of Warrant  Stock  purchasable  upon  exercise of this  Warrant
immediately prior to such adjustment, and (ii) the denominator of which shall be
the number of shares of Warrant Stock  purchasable upon exercise of this Warrant
immediately thereafter.

               (f)  CERTAIN  SHARES  EXCLUDED.  The  number  of shares of Common
Stock outstanding at any given time for purposes of the adjustments set forth in
this Section 5 shall exclude any shares then directly or indirectly  held in the
treasury of the Company.

                                       5


               (g)  DEFERRAL  AND  CUMULATION  OF DE  MINIMIS  ADJUSTMENTS.  The
Company shall not be required to make any adjustment  pursuant to this Section 5
if the  amount of such  adjustment  would be less than one  percent  (1%) of the
Warrant Price in effect  immediately  before the event that would otherwise have
given rise to such adjustment.  In such case, however, any adjustment that would
otherwise  have  been  required  to be made  shall  be  made at the  time of and
together with the next subsequent adjustment which, together with any adjustment
or  adjustments  so carried  forward,  shall amount to not less than one percent
(1%) of the Warrant Price in effect  immediately before the event giving rise to
such next subsequent adjustment.

               (h)  DURATION  OF  ADJUSTMENT.   Following  each  computation  or
readjustment  as provided in this Section 5, the new adjusted  Warrant Price and
number of shares of Warrant  Stock  purchasable  upon  exercise of this  Warrant
shall remain in effect until a further  computation or  readjustment  thereof is
required.

          6.   NOTICE TO HOLDERS.

               (a)  NOTICE OF RECORD DATE. In case:

                    (i)   the Company  shall take a record of the holders of its
          Common Stock (or other stock or securities at the time receivable upon
          the exercise of this  Warrant)  for the purpose of  entitling  them to
          receive any dividend (other than a cash dividend payable out of earned
          surplus  of the  Company)  or  other  distribution,  or any  right  to
          subscribe  for or  purchase  any  shares  of stock of any class or any
          other securities, or to receive any other right;

                    (ii)  of any  capital  reorganization  of the  Company,  any
          reclassification   of  the   capital   stock  of  the   Company,   any
          consolidation with or merger of the Company into another  corporation,
          or any  conveyance  of all or  substantially  all of the assets of the
          Company to another corporation; or

                    (iii) of   any   voluntary   dissolution,   liquidation   or
          winding-up of the Company;

then,  and in each such case, the Company will mail or cause to be mailed to the
Holder hereof at the time outstanding a notice  specifying,  as the case may be,
(i) the date on which a record is to be taken for the purpose of such  dividend,
distribution  or right,  and stating the amount and character of such  dividend,
distribution  or  right,  or  (ii)  the  date  on  which  such   reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or
winding-up is to take place,  and the time, if any, is to be fixed,  as of which
the holders of record of Common Stock (or such stock or  securities  at the time
receivable  upon the  exercise  of this  Warrant)  shall be entitled to exchange
their shares of Common Stock (or such other stock or securities)  for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger, conveyance, dissolution or winding-up. Such notice shall
be mailed at least thirty (30) days prior to the record date therein  specified,
or if no record date shall have been  specified  therein,  at least  thirty (30)
days prior to such specified  date,  provided,  however,  failure to provide any
such notice shall not affect the validity of such transaction.

                                       6


               (b)  CERTIFICATE OF ADJUSTMENT.  Whenever any adjustment shall be
made pursuant to Section 5 hereof, the Company shall promptly make a certificate
signed by its Chairman,  Chief  Executive  Officer,  President,  Vice President,
Chief  Financial  Officer or Treasurer,  setting forth in reasonable  detail the
event  requiring the  adjustment,  the amount of the  adjustment,  the method by
which such  adjustment was calculated and the Warrant Price and number of shares
of Warrant Stock  purchasable  upon exercise of this Warrant after giving effect
to such adjustment,  and shall promptly cause copies of such  certificates to be
mailed (by first class mail, postage prepaid) to the Holder of this Warrant.

          7.   LOSS,  THEFT,  DESTRUCTION  OR  MUTILATION.  Upon  receipt by the
Company  of  evidence  satisfactory  to it, in the  exercise  of its  reasonable
discretion,  of the ownership and the loss, theft,  destruction or mutilation of
this  Warrant  and,  in the case of loss,  theft or  destruction,  of  indemnity
reasonably  satisfactory  to the Company  and, in the case of  mutilation,  upon
surrender and cancellation thereof, the Company will execute and deliver in lieu
thereof,  without  expense to the Holder,  a new Warrant of like tenor dated the
date hereof.

          8.   WARRANT HOLDER NOT A STOCKHOLDER.  The Holder of this Warrant, as
such,  shall not be entitled by reason of this Warrant to any rights  whatsoever
as a stockholder of the Company.

          9.   NOTICES.  Any notice  required or  contemplated  by this  Warrant
shall be  deemed  to have  been  duly  given if  transmitted  by  registered  or
certified mail, return receipt  requested,  or nationally  recognized  overnight
delivery  service,  to the Company at Marco Hi-Tech JV Ltd., One Penn Plaza, New
York, New York 10119.  Attention:  Chief Executive Officer,  or to the Holder at
the  name and  address  set  forth in the  Warrant  Register  maintained  by the
Company.

          10.  CHOICE OF LAW.  THIS  WARRANT  IS ISSUED  UNDER AND SHALL FOR ALL
PURPOSES BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE INTERNAL LAWS OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES.

          IN WITNESS  WHEREOF,  the Company  has duly caused this  Warrant to be
signed on its behalf, in its corporate name and by its duly authorized officers,
as of January ___, 2006.

                                       MARCO HI-TECH JV LTD.


                                       By: _______________________________
                                           Reuben Seltzer
                                           President and Chief Executive Officer


                                       7



                                FORM OF EXERCISE

1.   The undersigned  hereby  exercises the right to purchase  _______ shares of
     common stock, par value $0.01 per share ("Common Stock"),  of MARCO HI-TECH
     JV LTD. pursuant to the attached Warrant.

2.   Method of Exercise (Initial the applicable blank):

     ___     The undersigned elects to exercise the attached Warrant by means of
             a cash  payment,  and  tenders  herewith  payment  in full  for the
             purchase price of the shares being purchased.

     ___     The undersigned elects to exercise the attached Warrant by means of
             a Cashless Exercise as defined in Section 1 of the Warrant.

3.   Please  issue  certificate(s)  for  shares  of  Common  Stock  (and for the
     unexercised  balance of the Warrants  evidenced by the within  Warrant,  if
     any) in accordance with the instructions given below.

             Dated:____________________ , 20__.


             __________________________________

             Instructions for registration of stock


             __________________________________
                    Name (Please Print)

             Social Security or other identifying Number:

             Address:__________________________________
                             City/State and Zip Code


             Instructions   for   registration   of   certificate
             representing the unexercised balance of Warrants (if
             any)


             __________________________________
              Name (Please Print)

             Social Security or other identifying Number: ___________

             Address:____________________________________
                         City, State and Zip Code


                                8





                 TRANSFER OF WARRANT CERTIFICATE

          For  value  received   ________________   hereby  sells,  assigns  and
transfers unto ______________ the rights to purchase ___________shares of common
stock,  par value $0.01 per share,  of MARCO  HI-TECH JV LTD.  at an  Applicable
Exercise Price of $______ per share,  which rights are represented by the within
Warrant  Certificate,   and  does  hereby  irrevocably  constitute  and  appoint
____________________ attorney to transfer said rights on the books of the within
named Corporation, with full power of substitution in the premises.



             __________________________________

             DATED:

             In the Presence of ______________________________

             Social Security and Other Identifying
             Number of Assignee:___________________________

             Address of Assignee:

             ___________________________________________
             City, State and Zip Code