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                                                                Exhibit 4.2


THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER:  (A) THE SECURITIES ACT OF 1933, AS AMENDED, IN
RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF
SUCH ACT AND/OR REGULATION D PROMULGATED THEREUNDER; OR (B) ANY STATES
SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER.  THESE
SECURITIES MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR
AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
OF THEM UNDER SUCH ACT AND ALL OTHER APPLICABLE SECURITIES LAWS OR AN OPINION
OF COUNSEL ACCEPTABLE TO THE CORPORATION OR ITS REPRESENTATIVES THAT SUCH SALE
OR TRANSFER WOULD NOT VIOLATE APPLICABLE SECURITIES LAWS OR REGULATIONS.

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Warrant No. ______________                             To Purchase 25,000
                                                       Shares of Common Stock
                                                       ($.005 par value)

                        WARRANT TO PURCHASE SHARES
                            OF COMMON STOCK OF
                     AIRTECH INTERNATIONAL GROUP, INC.
                         (A WYOMING CORPORATION)



                       PURCHASE PRICE PER SHARE:  $.25

                       EXPIRATION DATE:  May 31, 2000

THIS CERTIFIES that, for value received,




Is the registered owner and is entitled, subject to the terms and conditions of
this Warrant, until the Expiration date, to purchase the number of shares set
forth above of the Common Stock, $.005 par value (the "Common Stock"), of
Airtech International Group, Inc. (the "Corporation") from the Corporation at
the purchase price set forth above.

           Section 1:   EXERCISE OF WARRANTS.  Subject to the provisions hereof,
           this Warrant may be exercised in whole or in part until the
           Expiration Date, by delivery of this Warrant to the Corporation with
           the exercise for duly executed and payment of the purchase price for
           each share purchased.

           Section 2:   CORPORATION'S COVENANTS AS TO COMMON STOCK.  Shares
           deliverable on the exercise of this Warrant shall, at delivery, be
           fully paid and non-assessable, free from taxes, liens, and charges
           with respect to their purchase.  The Corporation shall at all times
           reserve and hold available sufficient shares of Common Stock to
           satisfy all conversion and purchase rights of outstanding convertible
           securities, options and warrants.

           Section 3:   METHOD OF EXERCISE: FRACTIONAL SHARES.  The purchase
           rights represented by this Warrant are exercisable at the option of
           the registered owner in whole at any time, or in part, from time to
           time, within the period above specified, provided, however, that
           purchase rights are not exercisable with respect to a fraction of a
           share of Common Stock. In lieu of issuing a fraction of



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           a share remaining after exercise of this Warrant as to all full
           shares covered hereby, the Corporation shall either (1) pay therefor
           cash equal to the same fraction of the then current Warrant purchase
           price per share or, at its option, (2) issue script for the same
           fraction, in registered or bearer form approved by the board of
           directiors of the Corporation, which shall entitle the holder to
           receive a certificate for a full share of Common Stock on surrender
           of scrip aggregating a full share.  Scrip may become void after a
           reasonable period (but not less than one year after the expiration
           date of this Warrant) determined by the board of directors and
           specified in the scrip.  In case of the exercise of this Warrant
           for less than all the shares purchasable, the Corporation shall
           cancel the Warrant and deliver a new Warrant of like tenor and date
           for the balance of the shares pureasable.

           Section 4:   LIMITED RIGHTS OF OWNER.  This Warrant does not
           entitle the owner to any voting rights or other rights as a
           shareholder of the Corporation, or to any other rights whatsoever
           except the rights herein expressed.  No dividends are payable or
           will accrue on this warrant or the shares purchasable hereunder
           until, and except to the extent that, this Warrant is exercised.

           Section 5:   EXCHANGE FOR OTHER DENOMINATIONS.  This Warrant is
           exchangeable, on its surrender by the registered owner to the
           Corporation, for new Warrants of like tenor and date representing
           in the aggregate the right to purchase the number of shares
           purchasable hereunder in denominations designated by the registered
           owner at the time of surrender.

           Section 6:   TRANSFER.  Except as otherwise above provided, this
           Warrant is transferable only on the books of the Corporation by the
           registered owner in person or by attorney, on surrender of this
           Warrant, properly endorsed.  However, because this Warrant has not
           been registered under the Securities Act of 1933, as amended, and
           applicable state securities laws, this Warrant may not be sold or
           transferred in the absence of an effective registration of it under
           such Act and all other applicable securities laws or an opinion of
           counsel acceptable to the Corporation or its representatives that
           such sale or transfer would not violate applicable securities laws
           or regulations.  Any Common Stock purchased upon exercise of this
           Warrant shall also be subject to the same restrictions on transfer
           and will contain the same transfer legend found in the face of this
           Warrant.

           Section 7:   RECOGNITION OF REGISTERED OWNER.  Prior to due
           presentment for registration of transfer of this Warrant, the
           Corporation may treat the registered owner as the person
           exclusively entitled to receive notices and otherwise to exercise
           rights hereunder.

           Section 8:    ADJUSTMENT OF SHARES PURCHASABLE.  The number of
           shares purchasable hereunder and the purchase price per share are
           subject to adjustment from time to time as specified in this
           warrant.

           Section 9:   EFFECT OF STOCK SPLIT, ETC.  If the Corporation, by
           stock dividend, split, reverse split, reclassification of shares, or
           otherwise, changes as a whole the outstanding Common Stock into a
           different number or class of shares, then:

           1)      the number and class of shares so changed shall, for the
                   purposes of this Warrant, replace shares outstanding
                   immediately prior to the change; and

           2)      the Warrant purchase price in effect, and the number of
                   shares purchasable under this Warrant, immediately prior
                   to the date upon which the change becomes effective, shall
                   be proportionately adjusted (the price to the nearest
                   cent).  Irrespective of any adjustment or change in the
                   Warrant purchase price or the number of shares purchasable
                   under this or any other Warrant of like tenor, the
                   Warrants theretofore and thereafter issued may continue to
                   express the Warrant purchase price per share and the
                   number of shares purchasable as were expressed in the
                   Warrants when initially issued.

           Section 10:  EFFECT OF MERGER.  If the Corporation
           consolidates with or merges into another corporation, the
           registered owner shall thereafter be entitled on exercise
           to purchase, with respect



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to each share of Common Stock purchasable hereunder immediately before the
consolidation or merger becomes effective, the securities or other consideration
to which a holder of one share of Common Stock is entitled in the consolidation
or merger to assure that all the provisions of this Warrant shall thereafter be
applicable, as nearly as reasonably may be, to any securities or other
consideration so deliverable on exercise of the warrant.  The Corporation shall
not consolidate or merge, unless, prior to consummation, the successor
corporation (if other than the Corporation) assumes the obligations of this
Section 10 by written instrument executed and mailed to the registered owner at
the address of the owner on the books of the Corporation.

Section 11:  NOTICE OF ADJUSTMENT.  On the happening of an event requiring an
adjustment of this Warrant purchase price or the shares purchasable hereunder,
the Corporation shall forthwith give written notice to the registered owner
stating the adjusted Warrant purchase price and the adjusted number and kind of
securities or other property purchasable hereunder resulting from the event and
setting forth in reasonable detail the method of calculation and the facts upon
which the calculation is based.  The board of directors of the Corporation,
acting in good faith, shall determine the calculation.

Section 12:  NOTICE AND EFFECT OF DISSOLUTION, ETC.  In case a voluntary or
involuntary dissolution, liquidation, or winding up or the Corporation (other
than in conjunction with a consolidation or merger covered by Section 10 above)
is at any time proposed, the Corporation shall provide at least 10 days'
written notice to the registered owner prior to the record date as of which
holders of Common Stock will be entitled to receive distributions as a result
of the proposed transaction.  Such notice shall contain: (1) the date on which
the transaction is to take place; (2) the record date as of which holders of
Common Stock will be entitled to receive distributions as a result of the
transaction; (3) a brief description of the transaction; (4) a brief
description of the distributions to be made to holders of Common Stock as a
result of the transaction; and (5) an estimate of the fair value of the
distributions.  On the date of the transaction, if it actually occurs, this
Warrant and all right hereunder shall terminate.

Section 13:  METHOD OF GIVING NOTICE; EXTENT REQUIRED.  Notices shall be given
by first class mail, postage prepaid, addressed to the registered owner at the
address of the owner appearing in the records of the Corporation.  No notice to
warrant holders is required except as specified in Sections 11 and 12.

Section 14:   ACCESS TO INFORMATION.  The Company shall provide an opportunity
to any registered owner of this Warrant to ask questions of management of the
Company and to obtain information to the extent the Company has the same in
possession prior to any exercise of the owner's rights to purchase Common Stock
under this Warrant.  Requests for information and any other questions
concerning the business and affairs of the Company should be directed to any
officer of the Company at its main business offices.

Witness the seal of the Corporation and the signatures of its authorized
officers.

Dated:_______________________          AIRTECH INTERNATIONAL GROUP, INC.




                                       By:
-----------------------------             -------------------------------------
  [ILLEGIBLE]                                     C.E.O.