WARRANT AGREEMENT

                            -------------------------

                               BLUE THUNDER CORP.


                                     AND


                     OLDE MONMOUTH STOCK TRANSFER CO., INC.

                                  WARRANT AGENT





                            ----------------- , 2000











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                              WARRANT AGREEMENT

     THIS AGREEMENT  dated as of  ----------------,  2000,  between Blue Thunder
Corp., a Delaware corporation (the "Company"),  and Olde Monmouth Stock Transfer
Co., Inc. , a transfer  agency  located in Atlantic  Highlands,  New Jersey (the
"Warrant Agent") (collectively, the "Parties" and individually a "Party").

     WHEREAS:   The  Company  is  conducting  a  public  offering  (the  "Public
Offering") of 2,000,000 units (the "Units") each Unit consisting of one share of
Common Stock,  $.001 par value per share ("Common  Stock") and three  redeemable
common stock purchase warrants ("Warrants"); and

     WHEREAS,  the Company  desires to provide for the  issuance,  registration,
transfer,  exchange and exercise of  certificates  (the "Warrant  Certificates")
representing the Warrants and for the exercise of the Warrants;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
hereinafter  set forth and for the purpose of defining the terms and  provisions
of the Warrant  Certificates  and the Warrants,  and the  respective  rights and
obligations  thereunder of the Company,  the  registered  holders of the Warrant
Certificates and the Warrant Agent, the Parties agree as follows:

1.   Definitions.

   As used herein:

     (a)  "Common Stock" shall mean Common Stock of the Company,  whether now or
          hereafter  authorized,  holders of which have the right to participate
          in the  distribution  of earnings  and assets of the  Company  without
          limit as to amount or percentage.

     (b)  "Corporate  Office"  shall mean the place of  business  of the Warrant
          Agent (or its  successor)  which  office is  presently  located  at 77
          Memorial Parkway, Suite 101, Atlantic Highlands, New Jersey 07716.

     (c)  "Effective  Date" shall mean  ------------------  , 2000,  the date on
          which the Company's  Registration  Statement is declared  effective by
          the Securities and Exchange Commission.

     (d)  "Exercise  Date" shall mean the date of surrender  for exercise of any
          Warrant  Certificate,  provided the  exercise  form on the back of the
          Warrant  Certificate or a form substantially  similar thereto has been
          completed in full by the Registered Owner or a duly appointed attorney
          and the Warrant  Certificate  is accompanied by payment in full of the
          Exercise Price.

     (e)  "Exercise  Period"  shall mean the period  commencing on the Effective
          Date and extending to and through the Expiration Date.

     (f)  "Exercise Price" shall mean $--; provided,  however, that in the event
          the Company reduces the Exercise Price, the Exercise Price shall be as
          established by the Company.

     (g)  "Expiration Date" shall mean 5:00 P.M. Eastern Time on the last day of
          the two year period  commencing on the Effective Date,  subject to the
          terms provided in Section 5 herein for redemption;  provided  however,
          if such date shall be a holiday or a day on which banks are authorized
          to close,  then Expiration Date shall mean 5:00 p.m.,  Eastern Time on
          the next  following  day  which in the  State of New  Jersey  is not a
          holiday  or a day on which  banks  are  authorized  to  close.  If the
          Company  redeems  the  Warrants  as  provided  in  Section  5 of  this
          Agreement, the Expiration Date shall be the date fixed for redemption.


<PAGE>




     (h)  "Warrants" shall mean 6,000,000  Warrants to purchase 6,000,000 shares
          of Common Stock,  all of which will be sold in the Public  Offering as
          part of the Units.

     (i)  "Registered  Owner"  shall mean the  person in whose name any  Warrant
          Certificate shall be registered on the books maintained by the Warrant
          Agent pursuant to Section 7 of this Agreement.

     (j)  "Registration   Statement"  shall  mean  the  Company's   Registration
          Statement on Form SB-2 (S.E.C. File No. 333- ), as amended.

     (k)  "Warrant  Agent" shall mean Olde Monmouth  Stock Transfer Co., Inc. or
          any successor, as the transfer agent and registrar of the Warrants.

     (l)  "Warrant Shares" shall mean and include up to 6,000,000 authorized and
          unissued  shares of Common Stock  reserved for issuance on exercise of
          the Warrants, and unless otherwise noted, and any additional shares of
          Common  Stock or other  property  which may  hereafter  be issuable or
          deliverable on exercise of the Warrants  pursuant to Section 9 of this
          Agreement.

2.   Warrants and Issuance of Warrant Certificates.

     Each Warrant  shall  initially  entitle the  Registered  Owner of a Warrant
Certificate  representing  Warrants to purchase one share of Common Stock on the
exercise of each Warrant,  subject to modification and adjustment as hereinafter
provided in Section 9. Warrant Certificates  representing 6,000,000 Warrants and
evidencing  the right to purchase an  aggregate  of  6,000,000  shares of Common
Stock of the Company shall be executed by the proper officers of the Company and
delivered to the Warrant Agent for countersignature.  Warrant Certificates to be
delivered to the Warrant Agent shall be in direct  relation to the Units sold in
the Company's Public Offering and shall be attached to certificates representing
an equal number of shares of Common Stock. The Warrant Certificates representing
the Warrants will be issued and delivered on written order of the Company signed
by the proper  officers of the Company.  The Warrant Agent shall deliver Warrant
Certificates  in required  whole number  denominations  to the persons  entitled
thereto  in  connection  with any  transfer  or  exchange  permitted  under this
Agreement.

     Except as  provided  in  Section 8 hereof,  certificates  representing  the
Warrant Shares shall be issued only on or after the Exercise Date on exercise of
the Warrants or on transfer or exchange of the Warrant Shares.

3.   Form and Execution of Warrant Certificates.

     The Warrant  Certificates  shall be  substantially  in the form attached as
Exhibit "A" and may have such letters,  numbers or other marks of identification
and such legends,  summaries or endorsements  printed,  lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement.  The Warrant Certificates shall be dated as of the
date of issuance, whether on initial issuance,  transfer, exchange or in lieu of
mutilated, lost, stolen or destroyed Warrant Certificates.

     Each Warrant  Certificate shall be initially issued only when attached to a
certificate  representing  that  number  of  Shares  of  Common  Stock  which is
one-fifth  the number of Warrants  represented  by the Warrant  Certificate  and
shall be separately transferable from the certificate representing the Shares of
Common Stock immediately upon issuance.

<PAGE>

     The Warrant  Certificates shall be executed on behalf of the Company by its
duly  authorized  officers,  by manual  signatures  or by  facsimile  signatures
printed thereon,  and shall have imprinted  thereon a facsimile of the Company's
seal. The Warrant  Certificates  shall be manually  countersigned by the Warrant
Agent and shall not be valid for any  purpose  unless so  countersigned.  In the
event any officer of the Company who  executed  the Warrant  Certificates  shall
cease to be an officer of the Company before the date of issuance of the Warrant
Certificates or before  countersignature and delivery by the Warrant Agent, such
Warrant  Certificates may be countersigned,  issued and delivered by the Warrant
Agent with the same  force and  effect as though  the  person  who  signed  such
Warrant Certificates had not ceased to be an officer of the Company.

4.   Exercise.

     The exercise of Warrants in accordance  with this  Agreement  shall only be
permitted during the Exercise Period.

     Warrants  shall be deemed to have been exercised  immediately  prior to the
close of business on the Exercise  Date.  The exercise form shall be executed by
the Registered Owner thereof or the Registered  Owner's attorney duly authorized
in writing and shall be delivered together with payment to the Warrant Agent, in
cash or by official bank or certified check, of an amount in lawful money of the
United  States of  America.  Such  payment  shall be in an  amount  equal to the
Exercise Price as hereinabove defined.

     The person entitled to receive the number of Warrant Shares  deliverable on
such exercise shall be treated for all purposes as the Registered  Owner of such
Warrant  Shares as of the close of business on the  Exercise  Date.  The Company
shall not be  obligated  to issue any  fractional  share  interests  in  Warrant
Shares.  If Warrants  represented by more than one Warrant  Certificate shall be
exercised at one time by the same Registered  Owner,  the number of full Warrant
Shares  which shall be issuable  on  exercise  thereof  shall be computed on the
basis of the aggregate number of full Warrant Shares issuable on such exercise.

     As soon as  practicable  on or after  the  Exercise  Date and in any  event
within 30 days after such date,  the Warrant  Agent shall cause to be issued and
delivered to the person or persons  entitled to receive the same, a  certificate
or certificates  for the number of Warrant Shares  deliverable on such exercise.
No  adjustment  shall be made in respect  of cash  dividends  on Warrant  Shares
deliverable on exercise of any Warrant.  The Warrant Agent shall promptly notify
the  Company  in  writing of any  exercise  and of the number of Warrant  Shares
caused to be delivered and shall cause payment of an amount in cash equal to the
Exercise  Price to be made  promptly  to the order of the  Company.  The Parties
contemplate  such payments will be made by the Warrant Agent to the Company on a
weekly basis and will consist of collected  funds only.  The Warrant Agent shall
hold  any   proceeds   collected   and  not  yet  paid  to  the   Company  in  a
Federally-insured  escrow account at a commercial  bank selected by agreement of
the Company and the Warrant  Agent,  at all times relevant  hereto.  Following a
determination by the Warrant Agent that collected funds have been received,  the
Warrant  Agent  shall  cause  the  Transfer  Agent to issue  share  certificates
representing the number of Warrant Shares purchased by the Registered Owner.

     Expenses incurred by the Warrant Agent, including administrative costs, and
the standard fees imposed by the Warrant Agent for the Warrant Agent's services,
shall be paid by the Company and shall be deducted from the Escrow Account prior
to distribution of funds to the Company.

<PAGE>

     A  detailed  accounting  statement  setting  forth the  number of  Warrants
exercised,  the number of Warrant  Shares  issued,  the net amount of  exercised
funds and all expenses incurred by the Warrant Agent shall be transmitted to the
Company on payment of each exercise  amount.  Such  accounting  statement  shall
serve as an interim  accounting for the Company during the Exercise Period.  The
Warrant  Agent shall render to the Company,  at the  completion  of the Exercise
Period, a complete  accounting  setting forth the number of Warrants  exercised,
the identity of persons  exercising such Warrants,  the number of Warrant Shares
issued, the amounts distributed to the Company, and all expenses incurred by the
Warrant Agent.
     The  Company may be required to deliver a  prospectus  that  satisfies  the
requirements  of Section 10 of the Securities Act of 1933, as amended (the "1933
Act") with delivery of the Warrant Shares and must have a registration statement
(or a post-effective  amendment to an existing registration statement) effective
under the 1933 Act in order for the Company to comply  with any such  prospectus
delivery  requirements.  The Company will advise the Warrant Agent of the status
of any such  registration  statement under the 1933 Act and of the effectiveness
of the Company's registration statement or lapse of effectiveness.

     No issuance of Warrant  Shares  shall be made unless  there is an effective
registration  statement under the 1933 Act, and registration or qualification of
the Warrant Shares, or an exemption  therefrom,  has been obtained from state or
other  regulatory  authorities in the  jurisdiction in which such Warrant Shares
are sold. The Company will provide to the Warrant Agent written  confirmation of
all  such  registration  or  qualification,  or  an  exemption  therefrom,  when
requested by the Warrant Agent.

5.   Redemption.

     Commencing the Effective  Date, the Company may, at its option,  redeem the
Warrants in whole, but not in part, for a redemption price of $.001 per Warrant,
on not less than 30 days' notice to the Registered  Owners.  The right to redeem
the Warrants may be exercised by the Company during the Exercise  Period only in
the event (i) the closing  bid price for  Company's  shares of Common  Stock has
equaled or exceeded  $x.xx ($.50 more than the  Warrant  Exercise  Price) for 20
consecutive  trading days,  (ii) any notice of the call for  redemption is given
not more than ten (10) business days after the  conclusion of the 20 consecutive
trading  days  referred  to in  the  foregoing  (i),  (iii)  the  Company  has a
registration   statement   (or  a   post-effective   amendment  to  an  existing
registration  statement)  pertaining to the Warrant  Shares  effective  with the
Securities and Exchange Commission,  which registration statement would enable a
Registered Owner to exercise the Warrants, and (iv) the expiration of the 30 day
notice period is within the Exercise Period.  In the event the Company exercises
its right to redeem the Warrants,  the Expiration Date will be deemed to be, and
the Warrants will be exercisable  until the close of business on, the date fixed
for  redemption  in such notice.  If any Warrant  called for  redemption  is not
exercised by such time, it will cease to be exercisable and the Registered Owner
thereof will be entitled only to the redemption price

6.   Reservation of Shares and Payment of Taxes.

     The Company  covenants that it will at all times reserve and have available
from its  authorized  shares of Common Stock such number of Shares as shall then
be issuable on exercise of all outstanding Warrants.  The Company covenants that
all Warrant  Shares  issuable shall be duly and validly  issued,  fully paid and
non-assessable,  and free from all taxes,  liens and charges with respect to the
issue thereof.

<PAGE>

     The Registered Owner shall pay all documentary,  stamp or similar taxes and
other government charges that may be imposed with respect to the issuance of the
Warrants,  or the  issuance,  transfer  or  delivery  of any  Warrant  Shares on
exercise of the Warrants. In the event the Warrant Shares are to be delivered in
a name other than the name of the Registered Owner of the Warrant  Certificates,
no such delivery shall be made unless the person requesting the same has paid to
the  Warrant  Agent or  Transfer  Agent the  amount of any such taxes or charges
incident thereto.

     The Company will supply the Warrant Agent with blank Warrant  Certificates,
so as to maintain an inventory  satisfactory  to the Warrant Agent.  The Warrant
Agent will also serve as Transfer Agent for the Shares.

7.   Registration of Transfer.

     The Warrant  Certificates may be transferred in whole or in part and may be
separately  transferred  from  the  Share  Certificate  to  which  such  Warrant
Certificate  is attached upon initial  issuance,  if any, at any time during the
Exercise  Period.  Warrant  Certificates to be exchanged shall be surrendered to
the Warrant  Agent at its  corporate  office.  The Company shall execute and the
Warrant Agent shall  countersign,  issue and deliver in exchange  therefor,  the
Warrant  Certificate or Certificates  which the holder making the transfer shall
be entitled to receive.

     The Warrant  Agent shall keep  transfer  books at its  corporate  office on
which Warrant Certificates and the transfer thereof shall be registered.  On due
presentment  for  registration  of transfer of any Warrant  Certificate  at such
office,  the Company shall execute and the Warrant Agent shall issue and deliver
to the  transferee or  transferees  a new Warrant  Certificate  or  Certificates
representing an equal aggregate number of Warrants.

     All Warrant Certificates presented for registration of transfer or exercise
shall be duly endorsed or be accompanied by a written  instrument or instruments
of transfer in form satisfactory to the Company and the Warrant Agent.

     Prior to due presentment for registration of transfer thereof,  the Company
and the Warrant Agent may treat the Registered Owner of any Warrant  Certificate
as the absolute  owner  thereof  (notwithstanding  any notations of ownership or
writing  thereon made by anyone other than the Company or the Warrant Agent) and
the Parties shall not be affected by any notice to the contrary.

8.   Loss or Mutilation.

     On receipt by the Company and the Warrant Agent of evidence satisfactory as
to the  ownership  of and the loss,  theft,  destruction  or  mutilation  of any
Warrant  Certificate,  the Company  shall  execute  and the Warrant  Agent shall
countersign and deliver in lieu thereof, a new Warrant Certificate  representing
an equal aggregate number of Warrants. In the case of loss, theft or destruction
of any Warrant  Certificate,  the Registered Owner requesting  issuance of a new
Warrant  Certificate  shall be  required  to  secure an  indemnity  bond from an
approved  surety bonding company in favor of the Company and Warrant Agent in an
amount  satisfactory  to each of them.  In the  event a Warrant  Certificate  is
mutilated,  such  Certificate  shall be surrendered and cancelled by the Warrant
Agent  prior  to  delivery  of a  new  Warrant  Certificate.  Applicants  for  a
substitute Warrant Certificate shall also comply with such other regulations and
pay such other reasonable charges as the Company may prescribe.


<PAGE>

9.   Adjustment of Exercise Price and Shares.

     (a)  If at any time prior to the  expiration of the Warrants by their terms
          or by exercise,  the Company  increases or decreases the number of its
          issued and  outstanding  shares of Common Stock, or changes in any way
          the rights and privileges of such shares of Common Stock,  by means of
          (i) the  payment  of a  share  dividend  or the  making  of any  other
          distribution  on such shares of Common Stock  payable in its shares of
          Common Stock,  (ii) a split or  subdivision of shares of Common Stock,
          or (iii) a  consolidation  or  combination  of shares of Common Stock,
          then the  Exercise  Price in effect at the time of such action and the
          number of Warrants  required to purchase  each  Warrant  Share at that
          time shall be proportionately adjusted so that the numbers, rights and
          privileges  relating to the Warrant Shares then  purchasable  upon the
          exercise of the Warrants  shall be increased,  decreased or changed in
          like manner,  for the same  aggregate  purchase price set forth in the
          Warrants,  as if the Warrant Shares  purchasable  upon the exercise of
          the  Warrants   immediately  prior  to  the  event  had  been  issued,
          outstanding,  fully paid and non-assessable at the time of that event.
          Any  dividend  paid or  distributed  on the shares of Common  Stock in
          shares of any  other  class of shares  of the  Company  or  securities
          convertible into shares of Common Stock shall be treated as a dividend
          paid in shares of Common  Stock to the extent  shares of Common  Stock
          are issuable on the payment or conversion thereof.

     (b)  In the event,  prior to the  expiration of the Warrants by exercise or
          by their terms,  the Company shall be  recapitalized  by reclassifying
          its  outstanding  shares of Common  Stock into shares with a different
          par value,  or by changing its  outstanding  shares of Common Stock to
          shares without par value or in the event of any other material  change
          in  the  capital   structure  of  the  Company  or  of  any  successor
          corporation  by reason of any  reclassification,  recapitalization  or
          conveyance,  prompt,  proportionate,  equitable,  lawful and  adequate
          provision  shall be made whereby any Registered  Owner of the Warrants
          shall  thereafter  have the  right to  purchase,  on the basis and the
          terms  and  conditions  specified  in this  Agreement,  in lieu of the
          Warrant Shares theretofore purchasable on the exercise of any Warrant,
          such  securities or assets as may be issued or payable with respect to
          or  in  exchange  for  the  number  of  Warrant   Shares   theretofore
          purchasable  on exercise of the  Warrants  had such  reclassification,
          recapitalization or conveyance not taken place; and in any such event,
          the rights of any  Registered  Owner of a Warrant to any adjustment in
          the number of Warrant Shares  purchasable on exercise of such Warrant,
          as set forth above,  shall continue and be preserved in respect of any
          stock,  securities  or  assets  which  the  Registered  Owner  becomes
          entitled to purchase.

     (c)  In the event the Company,  at any time while the Warrants shall remain
          unexpired and unexercised,  shall sell all or substantially all of its
          property,  or dissolves,  liquidates or winds up its affairs,  prompt,
          proportionate,  equitable, lawful and adequate provision shall be made
          as part of the terms of such sale, dissolution, liquidation or winding
          up such that the Registered Owner of a Warrant may thereafter receive,
          on  exercise  thereof,  in  lieu  of  each  Warrant  Share  which  the
          Registered  Owner would have been  entitled to receive,  the same kind
          and  amount of any  stock,  securities  or assets as may be  issuable,
          distributable or payable on any such sale, dissolution, liquidation or
          winding up with  respect to each share of Common Stock of the Company;
          provided,  however,  that in the event of any such sale,  dissolution,
          liquidation  or winding up, the right to exercise the  Warrants  shall
          terminate on a date fixed by the Company,  such date to be not earlier
          than 5:00 P.M., Eastern Time, on the 30th day next succeeding the date
          on which  notice  of such  termination  of the right to  exercise  the
          Warrants has been given by mail to the  Registered  Owners  thereof at
          such addresses as may appear on the books of the Company.


<PAGE>

     (d)  In the event prior to the expiration of the Warrants by exercise or by
          their  terms,  the  Company  shall take a record of the holders of its
          Common Stock for the purpose of entitling  them to purchase its shares
          of  Common  Stock  at a price  per  share  more  than  10%  below  the
          then-current  market price per share (as defined below) at the date of
          taking such record, then, (i) the number of Warrant Shares purchasable
          pursuant to the Warrants shall be redetermined as follows:  the number
          of Warrant Shares purchasable  pursuant to a Warrant immediately prior
          to such adjustment  (taking into account  fractional  interests to the
          nearest  1,000th of a share) shall be  multiplied  by a fraction,  the
          numerator  of which  shall be the number of shares of Common  Stock of
          the Company  outstanding  (excluding shares of Common Stock then owned
          by the Company)  immediately prior to the taking of such record,  plus
          the  number  of  additional  shares  offered  for  purchase,  and  the
          denominator  of which shall be the number of shares of Common Stock of
          the Company outstanding (excluding shares of Common Stock owned by the
          Company)  immediately  prior to the  taking of such  record,  plus the
          number  of  shares  which the  aggregate  offering  price of the total
          number of additional  shares so offered would purchase at such current
          market  price;   and  (ii)  the  Exercise   Price  per  Warrant  Share
          purchasable  pursuant to a Warrant shall be  redetermined  as follows:
          the Exercise Price in effect  immediately  prior to the taking of such
          record shall be  multiplied  by a fraction,  the numerator of which is
          the  number of Warrant  Shares  purchasable  immediately  prior to the
          taking of such record,  and the  denominator of which is the number of
          Warrant Shares purchasable immediately after the taking of such record
          as determined  pursuant to clause (i) above;  provided,  however,  (i)
          that any  adjustment  in the  number of shares  issuable  as set forth
          above  shall be  effective  only to the  extent  sufficient  shares of
          Common  Stock have bee  registered  through a  registration  statement
          effective  under the 1933 Act,  and (ii)  that any  adjustment  in the
          Exercise  Price  does not cause the  Company to  receive  proceeds  in
          excess of the amount  authorized by any such  registration  statement.
          For the purpose hereof, the current market price per share at any date
          shall be determined as follows:

          (i)  The  current  market  price  shall be the  average of the closing
               prices of the Common  Stock as reported by the exchange or system
               on which the  Company's  Common Stock  trades for 10  consecutive
               business  days  commencing  30 business  days prior to the record
               date;

          (ii) If the  Common  Stock is not so listed or  admitted  to  unlisted
               trading  privileges or so quoted,  the current market price shall
               be the  average of the last  reported  highest bid and the lowest
               asked prices  quoted on the National  Association  of  Securities
               Dealers,  Inc. Automated  Quotations System or, if not so quoted,
               then by the National  Quotation  Bureau,  Inc. for 10 consecutive
               business  days  commencing  30 business  days prior to the record
               date; or

          (iii)If the  Common  Stock is not so listed or  admitted  to  unlisted
               trading privileges or so quoted, and bid and asked prices are not
               reported,  the current  market price shall be  determined in such
               reasonable manner as may be prescribed by the Board of Directors.

     (e)  On exercise  of the  Warrants by the  Registered  Owners,  the Company
          shall  not  be  required  to  deliver  fractions  of  Warrant  Shares;
          provided, however, that the Company shall make prompt,  proportionate,
          equitable,  lawful  and  adequate  provisions  in  respect of any such
          fraction of one Warrant Share either on the basis of adjustment in the
          then  applicable  Exercise  Price  or a  purchase  of  the  fractional
          interest at the price of the Company's  shares of Common Stock or such
          other reasonable basis as the Company may determine.

<PAGE>

     (f)  In the event,  prior to  expiration  of the Warrants by exercise or by
          their  terms,  the  Company  shall  determine  to take a record of the
          holders of its shares of Common  Stock for the purpose of  determining
          stockholders  entitled to receive any stock dividend,  distribution or
          other right which will cause any change or  adjustment  in the number,
          amount,  price or nature of the shares of Common Stock or other stock,
          securities or assets  deliverable on exercise of the Warrants pursuant
          to the foregoing provisions,  the Company shall give to the Registered
          Owners of the Warrants at the  addresses as may appear on the books of
          the Company at least 30 days' prior written  notice to the effect that
          it intends to take such a record.  Such notice shall  specify the date
          as of which such  record is to be taken;  the  purpose  for which such
          record is to be taken; and the number, amount, price and nature of the
          shares of Common Stock or other stock, securities or assets which will
          be  deliverable o exercise of the Warrants  after the action for which
          such record will be taken has been  completed.  Without  limiting  the
          obligation of the Company to provide notice to the  Registered  Owners
          of the Warrants of any corporate action hereunder,  the failure of the
          Company to give notice shall not invalidate  such corporate  action of
          the Company.

     (g)  The Warrants shall not entitle the Registered  Owner thereof to any of
          the rights of stockholders  or to any dividend  declared on the shares
          of Common Stock unless the Warrant is exercised and the Warrant Shares
          purchased  prior to the record date fixed by the Board of Directors of
          the Company for the determination of holders of shares of Common Stock
          entitled to such dividend or other right.

     (h)  Any reduction in the applicable Exercise Price shall be effective upon
          written  notice to the  Warrant  Agent,  which  notice  shall be given
          pursuant to a duly and validly  authorized  resolution of the Board of
          Directors of the  Company.  Any such  reduction in the Exercise  Price
          shall not entitle the Registered  Owners to issuance of any additional
          Common  Shares  pursuant  to  the  adjustment   provisions  set  forth
          elsewhere herein,  regardless of whether the reduction in the Exercise
          Price was effected  either prior to or following  exercise of Warrants
          by the Registered  Owners thereof.  A nonexercising  Registered  Owner
          shall  have no  remedy or rights to  receive  any  additional  Warrant
          Shares as a result of any reduction in any  applicable  Exercise Price
          pursuant to this subsection.

10.  Duties, Compensation and Termination of Warrant Agent.

     The  Warrant  Agent  shall  act  hereunder  as agent  and in a  ministerial
capacity  for the  Company,  and its duties  shall be  determined  solely by the
provisions  hereof.  The Warrant  Agent  shall not,  by issuing  and  delivering
Warrant  Certificates  or by any  other  act  hereunder,  be  deemed to make any
representations  as to the  validity,  value  or  authorization  of the  Warrant
Certificate  or the  Warrants  represented  thereby or of the Warrant  Shares or
other property delivered on exercise of any Warrant. The Warrant Agent shall not
be under any duty or responsibility to any holder of the Warrant Certificates to
make or cause to be made any  adjustment  of the Exercise  Price or to determine
whether any fact exists which may require any such adjustment.

<PAGE>


     The Warrant  Agent shall not (i) be liable for any recital or  statement of
fact  contained  herein or for any action  taken or omitted by it in reliance on
any Warrant  Certificate or other document or instrument  believed by it in good
faith to be genuine and to have been signed or  presented by the proper Party or
Parties,  (ii) be  responsible  for any  failure  on the part of the  Company to
comply with any of its covenants and obligations  contained in this Agreement or
in the  Warrant  Certificates,  or (iii) be liable  for any act or  omission  in
connection  with  this  Agreement  except  for its  own  negligence  or  willful
misconduct.

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

     Any notice, statement,  instruction, request, direction, order or demand of
the  Company  shall be  sufficiently  evidenced  by an  instrument  signed by an
officer of the  Company.  The  Warrant  Agent shall not be liable for any action
taken or omitted by it in accordance with such notice,  statement,  instruction,
request, direction, order or demand.

     The Company agrees to pay the Warrant Agent reasonable compensation for its
services  hereunder  and to  reimburse  the  Warrant  Agent  for its  reasonable
expenses.  The Company further agrees to indemnify the Warrant Agent against any
and all losses, expenses and liabilities, including judgments, costs and counsel
fees,  for any action taken or omitted by the Warrant  Agent in the execution of
its duties and powers  hereunder,  excepting  losses,  expenses and  liabilities
arising as a result of the Warrant Agent's negligence or willful misconduct.

     The Warrant  Agent may resign its duties or the Company may  terminate  the
Warrant Agent and the Warrant Agent shall be discharged  from all further duties
and liabilities hereunder (except liabilities arising as a result of the Warrant
Agent's own  negligence or willful  misconduct) on 30 days' prior written notice
to the other Party. Upon notice by the Company to the Warrant Agent, the Warrant
Agent  shall  cause a copy of such  notice  of  resignation  to be mailed to the
Registered  Owner of each Warrant  Certificate.  The expenses the Warrant  Agent
incurs in mailing such notice shall be paid by the Company.  On such resignation
or  termination,  the Company shall appoint a new Warrant Agent.  If the Company
shall fail to make such appointment within a period of 30 days after it has been
notified in writing of the resignation by the Warrant Agent, then the Registered
Owner  of  any  Warrant   Certificate  may  apply  to  any  court  of  competent
jurisdiction  for the appointment of a new Warrant Agent.  Any new Warrant Agent
shall have its principal office in the United States.

     After  acceptance  in writing of an  appointment  of a new warrant agent is
received by the  Company,  such new warrant  agent shall be vested with the same
powers,  rights,  duties and responsibilities as if it had been originally named
herein as the Warrant Agent, without any further assurance,  conveyance,  act or
deed;  provided,  however,  if it shall be necessary or expedient to execute and
deliver any further assurance,  conveyance,  act or deed, the same shall be done
at the expense of the Company  and shall be legally  and validly  executed.  The
Company  shall  file a notice of  appointment  of a new  warrant  agent with the
resigning  Warrant Agent and shall  forthwith  cause a copy of such notice to be
mailed to the Registered Owner of each Warrant Certificate.


<PAGE>


     Any  corporation  into which the Warrant Agent or any new Warrant Agent may
be converted or merged,  or any corporation  resulting from any consolidation to
which  the  Warrant  Agent or any new  Warrant  Agent  shall be a party,  or any
corporation  succeeding  to the  corporate  trust  business of the Warrant Agent
shall be a successor  Warrant  Agent under this  Agreement,  provided  that such
corporation is eligible for appointment as a successor to the Warrant Agent. Any
such  successor  Warrant Agent shall  promptly cause notice of its succession as
Warrant  Agent to be mailed to the Company and to the  Registered  Owner of each
Warrant  Certificate.  No further action shall be required for establishment and
authorization of such successor Warrant Agent.

     The  Warrant  Agent,  its  officers or  directors  and it  subsidiaries  or
affiliates may buy, hold or sell Warrants or other securities of the Company and
otherwise  deal with the  Company in the same  manner and to the same extent and
with like effect as though it were not the Warrant  Agent.  Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company.

11.  Modification of Agreement.

     The Warrant Agent and the Company may by  supplemental  agreement  make any
changes or corrections in this Agreement they shall deem appropriate to cure any
ambiguity or to correct any  defective or  inconsistent  provision or mistake or
error  herein  contained.  Additionally,  the  Parties  may make any  changes or
corrections  deemed  necessary which shall not adversely affect the interests of
the Registered Owners of Warrant Certificates; provided, however, this Agreement
shall not otherwise be modified,  supplemented  or altered in any respect except
with the  consent in writing of the  Registered  Owners of Warrant  Certificates
representing not less than a majority of the Warrants outstanding. Additionally,
no change in the number or nature of the Warrant Shares  purchasable on exercise
of a Warrant or the Exercise Price therefor shall be made without the consent in
writing of the Registered  Owner of the Warrant  Certificate  representing  such
Warrant,  other  than  such  changes  as are  specifically  prescribed  by  this
Agreement.

12.  Notices.

     All   notices,   demands,   elections,   opinions  or   requests   (however
characterized  or described)  required or authorized  hereunder  shall be deemed
given  sufficiently in writing and sent by registered or certified mail,  return
receipt requested and postage prepaid, or by tested telex, telegram or cable to:

in the case of the Company:

                Blue Thunder Corp.
                64-34 79th Street
                Middle Village
                New York 11379

and in the case of the Warrant Agent:

               Olde Monmouth Stock Transfer Co., Inc.
               77 Memorial Parkway (Suite 101)
               Atlantic Highlands New Jersey 07716

and,  if  requested  by  the  Company  to  the  Registered  Owner  of a  Warrant
Certificate,  at the address of such Registered  Owner as set forth on the books
maintained by the Warrant Agent.

<PAGE>

13.  Persons Benefiting.

     This  Agreement  shall be  binding  upon and  inure to the  benefit  of the
Company, the Warrant Agent and their respective  successors and assigns, and the
Registered  Owners  and  beneficial  owners  from  time to  time of the  Warrant
Certificates.  Nothing in this  Agreement  is intended or shall be  construed to
confer on any other person any right,  remedy or claim or to impose on any other
person any duty, liability or obligation.

14.  Further Instruments.

     The Parties  shall  execute and deliver any and all such other  instruments
and shall take any and all such other  actions as may be reasonable or necessary
to carry out the intention of this Agreement.

15.  Severability.

     If any provision of this  Agreement  shall be held,  declared or pronounced
void,  voidable,  invalid,  unenforceable  or inoperative  for any reason by any
court  of  competent  jurisdiction,  government  authority  or  otherwise,  such
holding,  declaration  or  pronouncement  shall not affect  adversely  any other
provision  of this  Agreement,  which shall  otherwise  remain in full force and
effect and be  enforced  in  accordance  with its terms,  and the effect of such
holding,  declaration  or  pronouncement  shall be limited to the  territory  or
jurisdiction in which made.

16.  Waiver.

     All the rights and  remedies  of either  Party  under  this  Agreement  are
cumulative  and not  exclusive  of any other  rights and remedies as provided by
law.  No delay or failure  on the part of either  Party in the  exercise  of any
right or remedy  arising  from a breach of this  Agreement  shall  operate  as a
waiver of any  subsequent  right or remedy  arising from a subsequent  breach of
this Agreement.  The consent of any Party where required hereunder to any act or
occurrence  shall  not  be  deemed  to be a  consent  to  any  other  action  or
occurrence.

17.  General Provisions.

     This  Agreement  shall be construed  and enforced in accordance  with,  and
governed  by, the local  laws of the State of New  Jersey.  Except as  otherwise
expressly stated herein,  time is of the essence in performing  hereunder.  This
Agreement  embodies the entire agreement and  understanding  between the Parties
and supersedes all prior agreements and  understandings  relating to the subject
matter hereof,  and this Agreement may not be modified or amended or any term or
provision  hereof  waived or  discharged  except in writing  signed by the Party
against whom such amendment,  modification,  waiver or discharge is sought to be
enforced.  The headings of this Agreement are for  convenience of reference only
and shall not limit or otherwise affect the meaning thereof.  This Agreement may
be  executed  in any number of  counterparts,  each of which  shall be deemed an
original,  but all of which taken  together  shall  constitute  one and the same
instrument.

     IN WITNESS  WHEREOF,  the Parties  have caused  this  Agreement  to be duly
executed as of the date first above mentioned.


                                      THE COMPANY:

                                      BLUE THUNDER CORP.


(CORPORATE SEAL)

                                      By:
                                           -----------------------------------
                                            Edward Reilly, President
ATTEST:



-----------------------------------
Bridget Vasile, Secretary
                                      THE WARRANT AGENT:

                                      OLDE MONMOUTH STOCK TRANSFER CO., INC.



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


ATTEST:




-------------------------------------
                   , Secretary


<PAGE>