sec document




                                                                     Exhibit 4.1

                                     WARRANT

NO. [    ]-001                MARCO HI-TECH JV LTD.              ________ SHARES

                        WARRANT TO PURCHASE COMMON STOCK
                        --------------------------------

                          VOID AFTER 5:30 P.M., EASTERN
                          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  Time,  on the
Expiration  Date (as  hereinafter  defined) to  ________________  or  registered
assigns   (the   "Holder"),   under  the  terms  as   hereinafter   set   forth,
__________________  (_____________)  fully paid and non-assessable shares of the
Company's Common Stock, par value $0.001 per share (the "Warrant  Stock"),  at a
purchase price of FIVE DOLLARS ($5.00) 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.

          Capitalized terms used and not otherwise defined herein shall have the
respective meanings attributed thereto in Section 10.

     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 10,
the  subscription  form  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  subscription  form,  or as
otherwise provided in this Warrant, prior to 5:30 p.m., Eastern Time, on January
___, 2009 (the "Expiration Date").

          b.   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.

          c.   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.

          d.   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
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 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

                                       2


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
         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
Assignment  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.


                                       3


     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,
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.

                                       4


          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.

          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,


                                       5


(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.

          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.   DEFINITIONS.  As used herein,  unless the context otherwise  requires,
the following terms have the respective meanings:

          a.   "AFFILIATE":  with respect to any Person, the following:  (i) any
other  Person  that at such time  directly  or  indirectly  through  one or more
intermediaries  controls,  or is controlled  by or is under common  control with
such first Person or (ii) any Person beneficially owning or holding, directly or
indirectly,  10% or more of any  class of  voting  or  equity  interests  of the
Company  or any  Subsidiary  or any  corporation  of which the  Company  and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
10% of  more  of any  class  of  voting  or  equity  interests.  As used in such
definition, "controls," "controlled by" and "under common control," as used with
respect to an Person, shall mean the possession,  directly or indirectly, of the
power to  direct or cause  the  direction  of the  management  policies  of such
Person,  whether  through the  ownership of voting  securities,  by agreement or
otherwise.

                                       6


          b.   "PERSON":  any  natural  person,   corporation,   division  of  a
corporation,  partnership,  limited  liability  company,  trust,  joint venture,
association,  company, estate,  unincorporated organization or government or any
agency or political subdivision thereof.

          c.   "SUBSIDIARIES":  with  respect to any  Person,  any  corporation,
association  or  other  business  entity  (whether  now  existing  or  hereafter
organized)  of which at least a majority of the  securities  or other  ownership
interests  having ordinary voting power for the election of directors is, at the
time as of which any  determination  is being made,  owned or controlled by such
Person or one or more subsidiaries of such Person.

     10.  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 its principal  executive offices One Penn Plaza, New York, New
York 10119, Attention: Reuben Seltzer, Chief Executive Officer, or to the Holder
at the name and  address  set forth in the Warrant  Register  maintained  by the
Company.

     11.  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 DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.

     12.  JURISDICTION  AND VENUE.  The Company and Holder hereby agree that any
dispute which may arise  between them arising out of or in connection  with this
Warrant shall be adjudicated before a court located in Kent County, Delaware and
they hereby submit to the exclusive jurisdiction of the federal and state courts
of the State of Delaware  located in Kent  County with  respect to any action or
legal  proceeding  commenced by any party,  and irrevocably  waive any objection
they now or  hereafter  may have  respecting  the  venue of any such  action  or
proceeding  brought in such a court or respecting the fact that such court is an
inconvenient  forum,  relating to or arising out of this  Warrant or any acts or
omissions relating to the sale of the securities  hereunder,  and consent to the
service of process in any such action or legal proceeding by means of registered
or certified mail,  return receipt  requested,  in care of the address set forth
herein or such other  address as either  party  shall  furnish in writing to the
other.



                                       7



          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 this __ day of January ___, 2006.


                                       MARCO HI-TECH JV LTD.


                                       By:
                                          ------------------------------------
                                          Name:  Reuben Seltzer
                                          Title:  Chief Executive Officer




                                       8





                                FORM OF EXERCISE

                (to be executed by the registered holder hereof)



The  undersigned  hereby  exercises  the right to purchase  _________  shares of
common stock, par value $0.001 per share ("Common  Stock"),  of Marco Hi-Tech JV
Ltd.  evidenced by the within  Warrant  Certificate  for an Applicable  Exercise
Price of $5.00 per share and herewith  makes  payment of the  purchase  price in
full of $__________.  Kindly issue  certificates for shares of Common Stock (and
for the  unexercised  balance of the Warrants  evidenced  by the within  Warrant
Certificate, 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



                                       9