1

Exhibit 10.1

WARRANT AGREEMENT

WARRANT AGREEMENT, dated as of December 24, 1991, between
S.E. Nichols Inc. a New York Corporation (the "Company"),
and Rosenthal and Rosenthal Inc., a New York Corporation
("R&R").

WHEREAS, pursuant to the terms of a secured lending
agreement approved by final order of the Bankruptcy Court,
dated September 24, 1990, in the Company's Chapter 11 Case,
No. 90 B 125450 (the "Company's Chapter 11 Case"), the
Company is obligated to issued to R&R upon the date of
consummation of the Company's Plan of Reorganization
warrants to purchase 260,000 of its Common Shares at an
exercise price of $.0433 per share; and

WHEREAS, pursuant to the terms of the Revolving Credit
Agreement between the Company and R&R of even date herewith,
the Company is required to issue R&R upon the date of
consummation of the Company's Plan of Reorganization (i)
warrants to purchase 520,000 of its Common Shares at an
exercise price of $.10 per Share, and (ii) warrants to
purchase 130,000 of its Common Shares at an exercise price
of $.44 per Share;

WHEREAS, the purpose of this agreement is to set forth the
terms and conditions which shall govern the issuance of all
of the foregoing warrants, the purchase of Common Shares of
the Company upon the exercise thereof, the adjustments in
the terms and price of such warrants pursuant to the anti-
dilution provisions hereof and such other terms and
conditions as hereinafter set forth,

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

Section 1.          Definitions.   For purposes of this
Agreement:

"Board Resolution" means a resolution by the Board of
Directors of the Company or the Executive Committee thereof
which shall be certified as being duly adopted and in full
force and effect by the Secretary or any Assistant Secretary
of the Company.

"Business Day" means any day other than a day on which banks
in the City of New York are required or authorized to be
closed by law.

"Class A Warrants" means warrants to purchase an aggregate
of 260,000 Shares of the Company at an exercise price of
$.0433 per Share expiring on December 31, 1998.

"Class B Warrants" means warrants to purchase an aggregate
of 520,000 Shares of the Company at an exercise price of
$.10 per Share expiring on December 31, 1996.

"Class C Warrants" means warrants to purchase an aggregate
of 130,000 Shares of the Company at an exercise price of
$.44 per Share expiring on December 31, 1996.

"Common Shares" or "Shares" means the Company's Common
Shares, par value $.01 per share, as constituted on the date
hereof or shares of any class or classes of the Company
resulting from any reclassification or reclassifications or
recapitalization or recapitilaiztions pertaining to the
Shares and which have no preference in respect of dividends
or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding up of the
Company.

"Market Price" means the average of the closing prices per
Share on the principal national securities exchange or the
National Association of Securities Dealers, Inc. National
Market System ("NASDAQ/NMS") or the NASD Automated Quotation
System ("NASDAQ") or Electronic Bulletin Board, whichever of
the foregoing exchanges or systems is the principal market
or system on which the Shares are listed, admitted for
trading or quoted, as the case may be (or, if there be no
such closing prices, the mean between the bid and asked
prices reported n any such national securities exchange,
NASDAQ/NMS OR NASDAQ, Electronic Bulletin Board or on any
other over-the-counter market on which such quotations are
regularly available, as the case may be, on each of the ten
(10) trading days immediately preceding the date as of which
the determination of Market Price is to be made.  If any
time the Common Shares are not listed, admitted for trading
or quoted on any of the foregoing markets or systems, the
Market Price shall be deemed to be the fair value thereof
determined in good faith by a reputable independent
brokerage or investment banking firm as of a date which is
within fifteen (15) days prior to the date as of which the
determination of Market Price is to be made.

"Registration Expenses" means the Company's expense incurred
in connection with the Company's performance of or
compliance with Section 9 the Agreement, including fees and
disbursements of counsel for the Company and of its
independent public accountants, expenses of printing the
Registration Statement and the prospectuses constituting a
part thereof, but excluding legal fees and disbursements of
R&R's counsel, registration or filing fees payable to the
Securities and Exchange Commission, NASD filing fees and any
state securities or blue sky filing fees, underwriters' or
brokers' discounts or commissions relating to the offer and
sale of any of the Securities held by R&R and any transfer,
income or gains taxes incurred by reason, or arising out, of
the sale or other disposition of any of such Securities by
R&R in a transaction governed by Section 9 hereof.

"Securities" means (a) any Class A Warrants, Class B.
Warrants and Class C Warrants, (b) any Common Shares issued
upon the exercise of such Class A Warrants, Class B Warrants
or Class C Warrants, (c) any Common Shares or other
securities of the company issued subsequent to the exercise
of the Warrants as a dividend or other distribution with
respect to, or resulting, from a subdivision of the
Company's outstanding Common Shares into a greater or lesser
number of Common Shares by recapitalization,
reclassification, stock splits, combinations of shares
otherwise, or in exchange for or in replacement of the
Common Shares issued upon such exercise and (d) unless the
context otherwise requires, any Common Shares issuable upon
the exercise of Warrants.

"SEC" means the United States Securities and Exchange
Commission.

"Warrant Expiration Date" means December ___ of the specific
calendar year upon which each of the Class A Warrants, Class
B Warrants, and Class C Warrants, respectively, expires.

"Warrant Price" means the respective exercise prices of each
of the Class A Warrants, Class B Warrants or Class C
Warrants set forth herein and in the Warrant Certificates
evidencing each such Class of Warrants, as any of such
exercise prices may be adjusted or readjusted in accordance
with the Provisions of Section 10 hereof.

"Warrant(s)" means the Class A Warrants, Class B Warrants
and Class C Warrants, collectively and in the aggregate,
being issued by the Company to R&R pursuant to the
Agreement, unless the context otherwise requires.

All other terms defined herein shall have the meanings
ascribed thereto in the parenthetical definitions appearing
in the various provisions of the Agreement.


Section 2.          Issuance and Form of Warrants

On the date hereof, or within five (4) Business Days after
the date hereof, the Company shall execute and deliver to
R&R one or more Warrant Certificates evidencing each of the
Class A Warrants, Class B Warrants and Class C Warrants,
respectively.

The text of the certificates evidencing the Warrants (the
"Warrant Certificates") shall be substantially as set forth
in Exhibit "A" attached hereto.  Each Warrant Certificate
shall entitle the Holder to purchase all or any portion of
the total number of the Shares evidenced by such Warrant
Certificate from the Company at any time from the date
hereof until 5:00 p.m., New York City time, on the
respective Warrant Expiration Dates of each of the Class A
Warrants, Class B Warrants and Class C Warrants at the
respective Warrant Prices.  The respective Warrant Prices
and the number of Shares issuable upon exercise of the Class
A Warrants, Class B Warrants and Class C Warrants, as the
case may be, are subject to adjustment upon the occurrence
of certain events, all as herein provided.  In the event
that a Warrant Expiration Date falls on a day which is not a
Business Day, then the Warrants shall expire at 5:00 p.m.,
New York City time, on the next succeeding Business Day.

The Warrant Certificates may contain such letters, numbers
or other marks of identification as the Company may deem
appropriate and such legends not inconsistent with the
provisions of this Agreement and as may be required to
comply with applicable law or with any rule or regulation of
any stock exchange on which the Warrants may be listed.

The Warrant Certificates shall be dated as of the date
hereof.

Upon the issuance of the Warrant Certificates, the Company
shall register the Warrants represented thereby in the name
of R&R.


Section 3.          Execution

The Warrant Certificates shall be executed on behalf of the
Company by the President or a Vice President of the Company,
attested to by the Secretary or any Assistant Secretary of
the Company.


Section 4.          Registration:  Transfers and Exchanges

The Company shall maintain at its principal corporate office
in New York City, New York (the "Warrant Register Office") a
register for the registration of the Warrant Certificates
and of their transfer and exchange from time to time (the
"Warrant Register").

The Company shall deem and treat R&R or any registered
holder of a Warrant Certificate, in the case of a subsequent
transfer by R&R of Warrants, as the absolute owner of each
Warrant Certificate and of the Warrants represented thereby
for all purposes (notwithstanding any notation to the
contrary), except that if and when any Warrant Certificate
is properly assigned in blank, the Company may (but shall
not be obligated to)deem and treat the bearer thereof as the
absolute owner thereof and of the Warrants represented
thereby for all purposes (notwithstanding any notation to
the contrary).  The Company shall record in the Warrant
Register the transfer, from time to time, of any outstanding
Warrant Certificate, upon surrender thereof for transfer at
the Warrant Register Office, together with a written
assignment of the Warrant Certificate (in the form annexed
hereto as Exhibit "A", duly endorsed by the registered
holder thereof or by his duly authorized attorney or legal
representative, together with funds to pay any transfer
taxes payable in connection with such transfer.  Upon such
surrender and payment, a new Warrant Certificate or new
Warrant Certificates in the name of the assignee and in the
denomination or denominations specified in such instrument
of assignment, shall be issued and delivered.  If less than
all of the Warrants evidenced by a Warrant Certificate are
being transferred, a new Warrant Certificate or Certificates
shall be issued for Warrants evidenced by such Warrant
Certificate not being so transferred.  The Warrant
Certificate surrendered shall be cancelled by the Company.

The Warrants evidenced by a Warrant Certificate may be
divided into more than one Warrant Certificate or combined
with Warrants of the same Class evidenced by other Warrant
Certificates upon surrender of the Warrant Certificate or
Certificates, as the case may be, at the Company's Warrant
Register Office, together with a written notice specifying
the names and denominations in which new Warrant
Certificates are to be issued and properly endorsed in the
manner specified in the preceding paragraph.  Upon such
surrender and payment by R&R or any subsequent holder of
such Warrant Certificate of any subsequent holder of such
Warrant Certificates of any applicable transfer tax, a new
Warrant Certificate or Certificates shall be issued and
delivered in accordance with such notice.  The Warrant
Certificate or Certificates surrendered shall be cancelled
by the Company.

The Company shall impose no service or other charge in
connection with any such transfer or exchange of Warrant
Certificates, except for any transfer taxes payable in
connection therewith which shall be paid promptly by R&R or
any subsequent holder of the Warrant Certificates.

Warrant Certificates cancelled pursuant to any provision of
the Agreement shall, upon such cancellation, be destroyed by
the Company.


Section 5.          Duration and Exercise of Warrants

Subject to the terms of this Agreement, the Class A
Warrants, Class B Warrants and Class C Warrants shall expire
at 5:00 p.m. New York City time on their respective Warrant
Expiration Dates.  Each Warrant may be exercised on any
Business Day on or prior to 5:00 p.m. New York City time on
their respective Warrant Expiration Dates.  Thereafter,
unexercised Warrants will become void in their entirety and
of no value or force or effect whatsoever.


Section 6.          Exercise of Warrants

Subject to the provisions of this Agreement, R&R or any
subsequent registered holder of a Warrant Certificate shall
have the right, upon the exercise form time to time of the
Warrants evidenced thereby, commencing at the opening of
business on the date hereof, to purchase from the Company
(and the Company shall issue and sell to each registered
holder) the total or any lesser number fully paid and
nonassessble Shares issuable upon the exercise of such
warrants.  To exercise such Warrants, R&R or such subsequent
registered holder shall surrender by delivery (in person or
by certified mail or express mail service which provides
proof of delivery at the Warrant Register Office) of the
Warrant Certificate evidencing such Warrants with the form
of election to purchase on the reverse thereof duly
completed and signed, accompanied by payment to the Company
of the Warrant Price in effect on such date for the number
of shares in respect of which such Warrants are then being
exercised.  Payment of the Warrant Price shall be made in
cash or by certified check, money order or wire transfer to
the order of the Company.

As soon as practicable after the exercise of any Warrants,
the Company shall, subject to the provisions of Section 7
hereof, issue and cause to be delivered to or upon the
written order of R&R or any subsequent registered holder of
the Warrant Certificate evidencing such Warrants, and in
such name or names as R&R or such registered holder may
designate, a certificate or certificates for the number of
fully paid and nonassessable Shares so purchased upon the
exercise of such Warrants.  Such certificate or certificates
for Shares shall be deemed to have been issued and any
person so designated to be named therein shall be deemed to
have become a holder of record of such Shares, as of the
date of the surrender of such Warrant Certificate and
payment of the Warrant Price as aforesaid.

The Warrants evidenced by a Warrant Certificate shall be
exercisable, at the election of R&R or any subsequent
registered holder thereof, either as an entirety or from
time to time for a part only of the integral number of
Warrants evidenced by the Warrant Certificate.  In the event
that less than all of the Class A Warrants, Class B Warrants
or Class C Warrants evidenced by a Warrant Certificate
surrendered upon the exercise of Warrants are exercised at
any time prior to their respective Warrant Expiration Dates,
a new Warrant Certificate or Certificates shall be issued to
or upon the written order of R&R or a subsequent registered
holder for the remaining number of Warrants evidenced by the
Warrant Certificate so surrendered.  The Company shall only
be required to execute and deliver the required new Warrant
Certificates in accordance with the provisions of this
Section.

Warrants, represented by a properly assigned Warrant
Certificate, may be exercised by a subsequent holder thereof
without first having a new Warrant Certificate issued.

All Warrant Certificates surrendered upon the exercise of
Warrants shall be cancelled by the Company.


Section 7.          Payment of Taxes

The Company will pay any issue or documentary stamp taxis,
if any attributable to the issuance of the Warrants or
Shares upon the exercise of any Warrant; provided, however,
the Company shall not be required to pay any tax which may
be payable in respect of any transfer of Warrant
Certificates or any transfer involved in the issue or
delivery of any certificates for Shares in a name other than
that of R&R or a subsequent registered holder of the Warrant
Certificate in respect of which such Shares are issued upon
exercise of the Warrants, in whole or part, and in such case
the Company shall not be required to issue or deliver any
Warrant Certificate or Certificate for Share until the
person requesting the same has paid to the Company the
amount of such tax or has established to the Company's
satisfaction that such tax has been paid.


Section 8.          Mutilated or Missing Warrants

In case any of the Warrant Certificates shall be mutilated,
lost, stolen or destroyed, the Company, at the request of
R&R or any subsequent other registered holder thereof, shall
issue and deliver in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or in
lieu of and in substitution for the Warrant Certificate
lost, stolen or destroyed, a new Warrant Certificate
representing an equivalent right or interest, but only upon
receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction and, in the case of a
lost, stolen or destroyed Warrant Certificate, indemnity, if
requested, also satisfactory to the Company, it being
understood that in the case of R&R its corporate indemnity
shall be satisfactory.  Applicants for such substitute
Warrant Certificates shall also comply with such other
reasonable regulations and pay such reasonable charges as
the Company may prescribe.


Section 9.          Reservation of Common Shares; Listing
and Registration; Indemnification

A.   The Company hereby warrants, represents and covenants
that there have been reserved, and the Company shall keep
reserved throughout the respective terms of the Class A
Warrants, Class B Warrants and Class C Warrants, out of its
authorized and unissued Shares or its authorized and issued
Shared held in its treasury, for the purpose of enabling it
to satisfy any obligation to issue Shares upon the exercise
of the Class A Warrants, Class B Warrants or Class C
Warrants, as the case may be, the aggregate amount of Shares
deliverable upon the exercise of all outstanding Warrants
after giving effect to the adjustments set forth in Section
10 of this Agreement.

The Company covenants that all Shares which may be issued
upon the exercise of Warrants will, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens, charges and security interests
created or granted by the Company with respect to, or
arising out of, the issuance thereof.

Promptly upon the respective Warrants Expiration Dates of
the Class A Warrants, Class B Warrants and Class C Warrants,
as the case may be, the Company shall determine the
aggregate number of Warrants which have thereupon expired,
and thereafter no Shares shall be subject to reservation by
the Company in respect of any such expired Warrants.

(B)  Upon the written request of R&R that the Company effect
the registration under the Securities Act of 1933, as
amended (the "Act"), of all or a designated portion of R&R's
Securities and specifying R&R's intended method of offer,
sale or other disposition thereof, the Company will use its
best efforts to effect the registration under the Act of
such Securities to permit their lawful offer, sale or other
disposition provided that:

     (i)  The Company shall not be required to use its best
     efforts to effect the registration of R&R's Securities
     under the Act pursuant to this Section 9(B) unless such
     request is submitted by R&R not earlier than January 1,
     1993; and

     (ii) The Company is required to file periodic reports
     under the Securities Exchange Act of 1934, as amended
     (the "Exchange Act") as of the date of such
     registration request by R&R; and

     (iii)     The Company shall be required to effect not more
     than a total of two (2) registrations under the Act pursuant
     to this Section 9(B).  Any registration requested pursuant
     to this Section 9(B) shall be effected by the filing by the
     Company of a registration statement on SEC Form S-1, S-2 or
     S-3 (or any other SEC form that includes substantially the
     same information as would be required to be included in a
     registration statement on such forms as currently
     constituted and on which the Securities shall then be
     permitted to be so registered); and

     (iv)      The Registration Expenses incurred in connection
     with the first registration under the act of Securities
     requested by R&R pursuant to this Section 9(B) shall be
     borne and paid in full by the Company; and the Registration
     Expenses incurred in connection with the second registration
     under the Act requested by R&R pursuant to this Section 9(B)
     shall be borne and paid in full by R&R (other than the fees
     and disbursements of the Company's independent auditors
     incurred in preparing audited financial statements required
     to be included in any registration statement to be filed by
     the Company under the Act in compliance with such request);
     and

     (v)  The Company shall not register Securities under the Act
     for sale for the account of R&R in any registration
     requested pursuant to this Section 9(B) unless R&R agrees in
     writing to include in any such registration not less than
     thirty-five percent (35%) of the total nine hundred ten
     thousand (910,000) Shares issuable as of the date hereof to
     R&R upon exercise of the Class A Warrants, Class B Warrants
     and Class C Warrants, combined, subject to adjustment
     pursuant to the provisions of Section 10 hereof.

     (vi)      A registration requested by R&R pursuant to this
     Section 9(B) will not be deemed to have been effected unless
     it has become effective under the Act, provided, further,
     however, that a registration that does not become effective
     after the Company has filed a registration statement with
     respect thereto solely by reason of the refusal of R&R to
     proceed with the offer and sale of the Securities included
     therein (other than any refusal to proceed based upon the
     advice of R&R's counsel that the registration statement, or
     the prospectus included therein, contains an untrue
     statement of a material fact or omits to state a material
     fact required to be stated therein or necessary to make the
     statement therein not misleading in the light of the
     circumstances then existing) shall be deemed to have been
     effected by the Company at the request of R&R and in
     fulfillment of the Company's obligations to R&R in response
     thereto; and

     (vii)     The company may delay the initiation of any
     registration requested pursuant to this Section 9)B) for a
     period of up to ninety (90) days if there is a pending
     material transaction that would have to be disclosed in the
     registration statement pursuant to which the Securities held
     by R&R would be registered under the Act.  The Company will
     advise R&R of any such delay and the reasonably anticipated
     duration thereof subject to the obligation of R&R to retain
     information concerning such transaction strictly
     confidential for such period as the Company shall reasonably
     request; and

     (viii)    The Company shall have the right, in its sole
     discretion, to include in the registration statements to be
     filed under the Act with respect to the Securities of R&R
     requested by R&R to be registered under the Act pursuant to
     this Section 9(B) such additional Shares or other securities
     of the Company to be offered and sold by the Company for its
     own account or to be offered and sold by and for the account
     of other securityholderss of the Company; and
     
     (ix)      All requests by R&R to have Securities registered
     under the Act under this Section 9(B) and the Company's
     obligations with respect to any registrations under the Act
     in response to such requests by R&R shall be subject to the
     terms and conditions set forth in Sections 9(D) through 9(J)
     hereof, inclusive.
     
(C)  If the Company shall at any time from and from after
  January 1, 1993 propose to register for offer and sale under
  the Act any of its Common Shares, whether or not for sale
  for its own account (except for offers and sales of Common
  Shares or options or other rights to acquire Common Shares
  pursuant to the Company's employee benefit, bonus or
  incentive plans or agreements required or permitted to be
  registered on SEC Form  S-8 or any successor SEC form
  thereto) in a manner that would permit registration of R&R's
  Securities for sale to the public under the Act, it will
  give written notice to R&R of its intention to do so and,
  upon the written request of R&R made within thirty (30) days
  after the receipt of any such notice (which request shall
  specify the number or amount of Securities intended to be
  disposed of by R&R and the intended method of disposition
  thereof), the Company will use its best efforts to effect
  the registration under the Act of the Securities that the
  Company has been so requested to register by R&R to permit
  their disposition (in accordance with the intended method so
  designed by R&R), provided that:

     (i)  R&R shall not be entitled to include any of its
     Securities in any registration to be effected pursuant
     to this Section 9(C) unless R&R agrees in writing to
     register for offer and sale under the Act not less
     than twenty percent (20%) of the total nine hundred
     ten thousand (910,000) Shares issuable to R&R upon
     exercise of the Class A Warrants, Class B Warrants and
     Class C Warrants, combined, subject to adjustment
     pursuant to Section 10 hereof; and

     (ii)      if, at any time after giving written notice of its
     intention to register its Shares under the Act and prior to
     the effective date of the registration statement filed in
     connection with such registration, the Company determines
     for any reason not to register such Common Shares, the
     Company may, at its election, give written notice of such
     determination to R&R and, thereupon, shall be relieved of
     its obligation to register any of R&R's Securities in
     connection with such registration (but not from its
     obligation to pay the Registration Expenses in connection
     therewith), without prejudice, however, to the rights of R&R
     to request that such registration be effected by the Company
     on behalf of R&R as a registration of the Securities held by
     R&R pursuant to Section 9(B) hereof; and

     (iii)     if the Common Shares being registered under the
     Act pursuant to this Section 9(C) for sale for the account
     of the Company or any other securityholder of the Company
     are to be distributed by or through one or more underwriters
     on a "firm commitment" or "best efforts" basis (the
     "Underwriting Transaction"), then either of the following
     provisions, whichever is applicable, shall govern R&R's
     right to have its Securities registered pursuant to this
     Section 9(C);

          (A)  if R&R desires that the securities to be so registered
          for R&R's account are to be included in the Underwriting
          Transaction, and the managing underwriter(s) of such
          Underwriting Transaction agrees that such Securities of R&R
          may be sold and distributed pursuant to or as part of such
          Underwriting Transaction, R&R shall be required to agree not
          to sell or distribute in the public markets in which the
          Company's Common shares are then traded any additional
          Securities (beyond those Securities so registered and
          included in such Underwriting Transaction) for such "lock
          up" period and upon such terms and conditions as such
          managing underwriter shall impose upon the company and for
          any other securityholder of the Company and R&R's right to
          include the Securities in such Underwriting Transaction
          shall be subject to the provisions of Section (9)(G) (ii)
          hereof,
          
          (B)  if R&R desires that the Securities to be so registered
          for R&R's account not be included in the Underwriting
          Transaction, and the managing underwriter(s) of the
          Underwriting Transaction advised the Company in writing,
          that, in its opinion, the distribution of R&R Securities
          concurrently with the Common Shares being distributed by
          such underwriter on behalf of the Company and/or any other
          security holders of the Company might materially and
          adversely affect the distribution of such Common Shares by
          such underwriters, then the Company shall have the right to
          require that R&R defer the distribution of its Securities
          until the completion of the distribution by such
          underwriters, but in no event later than one hundred twenty
          (120)days after the effective date of the registration
          statement under the Act pertaining to such distribution; and
          
          (iv)      If the Common Shares so being registered for sale
          under the Act are not for the account of the Company and
          such registration is being effected pursuant to registration
          rights granted by the Company to holders of its Common
          Shares or options, warrants, convertible securities or other
          rights to acquire its Common Shares, and such registration
          rights preclude incidental registrations on those
          registrations initiated by such purchasers (or their
          transferees), the provisions of this Section 9(C) shall be
          inapplicable to such registration and the Company shall have
          no obligation to include any of R&R's Securities in any
          registration statement filed by the Company under the Act in
          compliance with such other registration rights.

The Registration Expenses incurred in connection with each
registration under the Act of Securities requested by R&R
pursuant to this Section 9(C) shall be borne and paid in
full by the Company.

          (D)  If and whenever the Company is required to use its best
          efforts to effect the registration of any Securities held by
          R&R under the Act as provided in Section 9(B) and 9(C), as
          the case may be, the Company will as promptly as
          practicable:
          
          (i)  prepare and file with the Sec a registration statement
          with respect to the Securities held by R&R and that the
          securities held by any other proposed seller which are
          included therein and use its best efforts to cause such
          registration statement to become effective under the Act;
          
          (ii)      prepare and file with the SEC such amendments and
            supplements to such registration statement and the
            prospectus used in connection therewith as may be necessary
            to keep such registration statement effective and to comply
            with the provisions of the Act with respect to the
            disposition of all of R&R's Securities and all other Shares
            or other securities of the Company covered by such
            registration statement until such time as all of such
            Securities have been disposed of in accordance with the
            intended method of disposition by R&R and the intended
            method of disposition of Shares or other securities of the
            Company by any other seller thereof set forth in such
            registration statement, but in no event for a period of more
            than one hundred eighty days(180) days after such
            registration statement shall have become effective under the
            Act;

          (iii)     Furnish to R&R a conformed copy of such
          registration statement and of each amendment and supplement
          thereto, plus such number of copies of the prospectus
          constituting a part of such registration statement
          (including each preliminary prospectus and any summary
          prospectus), in conformity with the requirements of the Act,
          and such other documents, as R&R may reasonably request in
          order to facilitate the disposition of the Securities owned
          by R&R;
     
          (iv)      use its best efforts to register or qualify such
          securities covered by such registration statement under such
          other securities or blue sky laws of such jurisdictions as
          R&R shall reasonably request, except that the Company shall
          not for any such purpose be required to qualify generally to
          do business as a foreign corporation in any jurisdiction
          wherein it is not so qualified or to subject itself to
          taxation in any such jurisdiction or to consent to general
          service of process in any such jurisdiction;

          (v)  otherwise use its best efforts to comply with all
          applicable rules and regulations of the SEC and, if
          required, make available to its securities holders, as soon
          as reasonably practicable, an earnings statement covering
          the period of at least twelve months, but not more than
          eighteen months, beginning with the first month of the first
          quarter after the effective date of any such registration
          statement, which earnings statement shall satisfy the
          provisions of Section 11(a) of the Act; and

          (vi) use its best efforts to list such Securities
          held by R&R on any securities exchange on which
          the Company's Common Shares are then listed, if
          such Securities are not already so listed pursuant
          to Section 11 and if such listing is then
          permitted under the rules of such exchange.

(E)       (i)  R&R shall furnish to the Company such
          information regarding or pertaining to the offer,
          sale and distribution of the Securities as the
          Company may from time to time request in writing
          and as shall be required by law or by the Sec in
          connection therewith.  R&R shall promptly notify
          the Company, at any time when a prospectus
          relating any such offer, sale or distribution id
          required to be delivered under the Act, of the
          happening of any change in R&R's intended method
          of offering, selling or otherwise disposing of the
          Securities as would require an amendment or
          supplement to such prospectus or to the
          registration statement of which it is a part.

          (ii)      In connection with each exercise by R&R of its
          registration rights under this Section 9, R&R hereby agrees
          that is should comply with all of the provisions of the Act
          and the Exchange Act and all applicable rules and
          regulations of the SEC pertaining to the offer, sale or
          distribution by R&R of such Securities, including without
          limitation the provisions of Rule 10-6 under the Exchange
          Act as it may be amended from time to time hereafter.

(F)  Whenever a registration under the Act requested by R&R
     pursuant to Section 9(B) is for a distribution of the
     Securities pursuant to an Underwriting Transaction, only
     such Securities as are to be distributed by the underwriters
     may be included in the registration statement pertaining
     thereto.  If the managing underwriter(s) determines that the
     amount of the Securities to be sold in any such underwritten
     offering should be limited, due to market conditions or
     otherwise, the number or amount of the securities of the
     Company, including the Securities held by R&R to be included
     n the registration shall be reduced as follows:

     (i)  First, there shall be excluded Securities proposed to
     be included by persons not possessing rights to include the
     same pursuant to any agreement with the Company providing
     for registration rights; and

     (ii)      Second, to the extent necessary, there shall be
     excluded Securities proposed to be registered by or for the
     account of each person, including R&R but excluding the
     Company, seeking to include Securities in such registration
     pursuant to rights granted to such person under an agreement
     to have Securities registered on an incidental basis (i.e.,
     a "piggypack" registration") in such proportion that the
     number or amount of Securities sought to be included in such
     registration by each such person bears to the number or
     amount of Securities sought to be included in such
     registration by all persons seeking to include Securities in
     such registration on an incidental basis; and

     (iii)     Third, to the extent necessary, there shall be
     excluded Securities proposed to be registered by or for the
     account of each person, including R&R but excluding the
     Company, seeking to include Securities in such registration
     pursuant to rights granted to such person pursuant to an
     agreement to have Securities registered on a demand basis
     (i.e., a "demand" registration) in such proportion as the
     number or amount of Securities sought to be registered by
     each such person bears to the aggregate number or amount of
     Securities sought to be included in such registration by all
     persons seeking to include securities in such registration
     on a demand basis:

provided, however, that there shall be no reduction in the
number of Securities to be include in any such registration
by the Company for sale for its own account.

(G)  (i)  If requested by the managing underwriter(s) for
     any Underwriting Transaction of the Securities held by R&R
     pursuant to a registration requested under Section 9(B)
     hereof, the Company shall enter into an underwriting
     agreement with such managing underwriter(s) for such
     offering, provided, however, that R&R shall not offer, sell
     and distribute the Securities pursuant to any such
     Underwriting Transaction unless the managing underwriter(s)
     thereof shall first be approved by the Company, which
     approval shall not be unreasonably withheld.  Such
     underwriting agreement shall contain such representations
     and warranties by the Company and such other terms and
     provision as are customarily contained in agreements
     contemplating an Underwriting Transaction, including
     (without limitation) indemnities to the effect and to the
     extent provided in Section 9(I) hereof.  R&R and any other
     securityholders whose Shares or other securities are to be
     distributed by such underwriters shall be parties to such
     underwriting agreement and the representations, warranties,
     covenants and other conditions precedent to the obligations
     of R&R under such underwriting agreement shall be
     satisfactory to R&R.  All indemnification agreements,
     warranties, covenants, conditions and representations of the
     Company contained therein shall be in form reasonably
     satisfactory to the Company and its counsel.

     (ii)      If the Company at any time proposes to register
     any of its Shares under the Act for sale for its own account
     and such Shares are to be distributed by or through on or
     more underwriters in an Underwriting Transaction, the
     Company will use reasonable efforts, if requested by R&R,
     pursuant to its incidental registration rights under Section
     9(C) hereof, to arrange for such underwriters to include the
     Securities to be offered and sold by R&R among those to be
     distributed in such Underwriting Transaction.  In such case,
     R&R shall be required to become a party to the underwriting
     agreement between the Company and the managing
     underwriter(s) thereof and the representations and
     warranties, representations, covenants and other conditions
     precedent to the obligations of R&R with respect to the sale
     of the Securities under such underwriting agreement shall be
     approved by R&R, which approval shall not be unreasonably
     withheld.
     
(H)  (i) In the event of  registration of the Securities
     under the Act pursuant to this Section 9, the Company will
     indemnify and hold harmless R&R and each other person, if
     any who controls R&R within the meaning of the Securities
     Act, against any losses, claims, damages or liabilities,
     joint or several, to which R&R or such controlling person
     may become subject under the Act or otherwise, insofar as
     such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of our are based upon any untrue
     statement or alleged untrue statement of any material fact
     contained in any registration statement under which the
     Securities held by R&R were registered under the Act
     pursuant to this Section 9, any preliminary prospectus or
     final prospectus contained therein, or any amendment or
     supplement thereof, or arise out of or are based upon the
     omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the
     statements therein not misleading, and will reimburse R&R,
     and each such controlling person for the reasonable legal
     and other expenses incurred by them in connection with
     investigating of defending any such loss, claim, damage,
     liability or action; provided however, that the Company will
     not be liable in any such case if and to the extent that any
     such loss, claim, damage or liability arises out of or is
     based upon an untrue statement or alleged untrue statement
     or omission or alleged omission so made in conformity with
     information furnished by R&R, its officers or directors, or
     such controlling person, or their respective agents or
     representatives, whether or not specifically for use in such
     registration statement or prospectus.

     (ii)      In the event of a registration of any of the
     Securities under the Act pursuant to this Section 9, R&R
     shall indemnify and hold harmless the Company and each
     person, who controls the Company within the meaning of the
     Act, each officer of the Company who signs the Registration
     Statement and each director of the Company, against all
     losses, claims, damages or liabilities, joint or several, to
     which the Company or such officer or director or controlling
     person may become subject under the Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or
     actions in respect thereof) arise out of or are based upon
     any untrue statement or alleged untrue statement of any
     material fact contained in the registration statement under
     which such Securities were registered under the Act pursuant
     to this Section 9, any preliminary prospectus or final
     prospectus contained therein, or any amendment or supplement
     thereof, or arise out of or are based upon the omission or
     alleged omission to state therein a material fact required
     to be stated therein or necessary to make the statements
     therein not misleading, and will reimburse the Company and
     each such officer, director, underwriter and controlling
     person for all reasonable legal and other expenses
     reasonably incurred by them in connection with investigating
     or defending any such loss, claim, damage, liability or
     action; provided however, that R&R will be liable hereunder
     in any such case if and only to the extent that any such
     loss, claim, damage or liability arises out of or is based
     upon an untrue statement or alleged untrue statement or
     omission or alleged omission made in reliance upon and in
     conformity with information pertaining to, or furnished to
     the Company by R&R or its agents or representatives whether
     or not specifically for use in any such registration
     statement or prospectus.
     
     (iii)     In order to provide for just and equitable
     contribution in circumstances in which the
     indemnification agreements provided for in subsections
     (i)and (ii) of this Section 9(H) are unavailable to the
     respective party entitled to indemnification thereunder
     other than in accordance with their terms, the Company
     and R&R shall contribute to the aggregate losses,
     claims, damages or liabilities, of the nature
     contemplated by such indemnification provisions,
     incurred by the Company and R&R and the other persons
     referred to therein, in such proportions so that R&R is
     responsible for that portion represented by the
     percentage that the public offering price appearing on
     the cover page of the prospectus contained in the
     relevant registration statement pertaining to the
     Securities held by R&R bears to the public offering
     price appearing on such cover sheet of all of the
     Shares and other securities of the Company being sold
     pursuant to such registration statement; provided,
     however, that no person found guilty of fraudulent
     misrepresentation within the meaning of Section 11 (f)
     of the Act shall be entitled to contribution from any
     person who is not guilty of such fraudulent
     misrepresentation.
     
  
  (I)  In the event that the Company and R&R agree, upon the
   advise of their respective counsel, or in the event that the
   Company is advised by the SEC or the staff of the SEC
   through an interpretive or "no action" letter, that the
   intended method of offer, sale or distribution by R&R of the
   Securities held by R&R at such time does not require
   registration under the Act (as then in effect), then the
   Company shall not be required to so register the Securities
   held by R&R and intended by R&R to be so offered, sold or
   distributed under the provisions of either Section 9(B) or
   Section 9(C) hereof, provided, however, that if the Company
   and R&R do not agree, based upon their respective counsel's
   advice, whether or not such intended method of offer, sale
   or distribution of R&R Securities requires registration
   under the Act, then, in such event, the Company shall at its
   cost and within fifteen (15) Business Days after written
   request therefore by R&R, submit a request for a "no action"
   or interpretive letter from the SEC or staff of the SEC with
   respect to such question and both the Company and R&R agree
   to be bound by any such "no action" or interpretive letter
   concerning the need to register such Securities for offer,
   sale or distribution so intended by R&R.


(J)  Notwithstanding any other provisions of this Section 9,
the following terms and conditions shall govern the right of
R&R to have the Securities registered under the Act by the
Company:


     (i)  any registration statement prepared and filed by the
     Company under the Act shall only be prepared and filed for
     and on behalf of the Company by legal counsel designated by
     the Company and final determination by the Company and its
     legal counsel of the form and contents of any registration
     statements, prospectuses, amendments or supplements thereto
     shall be binding upon R&R; and

     (ii)      all rights of R&R to register Securities under the
     Act pursuant to any of the provisions of the Section 9 shall
     expire at 5:00 p.m. New York City time, on December 31, 1998
     and shall be of no further force of effect thereafter; and

     (iii)     the right of R&R to have Securities registered
     under the Act pursuant to Section 9(B) or Section 9(C)
     hereof shall not be transferable or assignable, in whole or
     in part, to any other party or parties except to officers,
     directors or controlling persons (within the meaning of the
     Act) of R&R, provided, however, that any such permitted
     transferee or assignee shall acquire such registration
     rights subject to all of the conditions and limitations set
     forth in this Section 9, including without limitation the
     condition that the calculation of the minimum percentages of
     the Shares (issuable upon exercise of all of the Warrants)
     required to be included in a registration under the Act in
     order for any one, or more such permitted transferees or
     assignees to exercise his or their registration rights
     hereunder (whether or not in concert with R&R) shall be as
     set forth in Section 9(B)(v) or 9(C)(i) hereof, whichever is
     applicable.


Section 10.    Adjustment of Warrant Price and Number of
Shares Purchasable

(A)  In case the Company shall at any time after the date
hereof issue and sell for cash any Shares:

     (i)  Pursuant to a public offering of such Shares requiring
     registration under the Act (the "Public Offering") at a
     price per Share equal to less than seventy-five percent
     (75&) of the Market Price determined as of the date
     immediately preceding the effective date (within the meaning
     of the act) of the registration statement pursuant to which
     such public offering by the Company is undertaken, or

     (ii)      A price sale or placement of such Shares, within
     the meaning of Section 4(2) of the Act or Regulation D
     thereunder (the "Private Placement"), at a price per Share
     equal to less than sixty percent (60%) of the Market Price
     determined as of the date immediately preceding the date of
     the consummation of such Private Placement, then, in either
     such event, the Warrant Price shall be reduced by
     multiplying such Warrants Price by a fraction , (i) the
     numerator of which shall be the sum of (x) the number of
     Shares outstanding at the close of business on the date
     immediately preceding the date of such sale and issuance
     plus (y) the number of Shares which the aggregate amount of
     cash received or receivable in consideration of such sale
     and issuance would purchase at such current Market Price per
     Share, and (ii) the denominator of which shall be the total
     number of Shares outstanding immediately after such sale and
     issuance.  Such adjustments shall be made successively
     whenever such an issuance is made.

(B)  In case the Company shall pay or make a dividend or
other distribution to its securityholders on any class of
shares of the Company in Shares or securities convertible
into or exchangeable for Shares (such convertible or
exchangeable shares or securities being hereinafter called
"Convertible Securities"), other than Convertible Securities
which require payments of cash to be made by the holder
thereof in connection with any conversion into or exchange
for Shares, the Warrant Price in effect at the close of
business on the day fixed for the determination of
shareholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such Warrant
Price by a fraction of which the numerator shall be the
number of Shares outstanding at the close of business on the
date immediately preceding the date fixed for such
determination and the denominator of which shall be the sum
of each number of Shares and the total number of Shares
constituting such dividend or other distribution or the
maximum number of Shares issuable upon conversion or
exchange of all Convertible Securities constituting such
dividend or other distribution.

(C)  In case at any time the Company shall grant or issue
(whether directly or otherwise) any rights (other than the
Class A Warrants, Class B Warrants or Class C Warrants) to
subscribe for or to purchase, or any options for the
purchase of, Shares or Convertible Securities, whether or
not such rights or options or the right to convert or
exchange any such Convertible Securities are immediately
exercisable, and the price per Share for which Shares are
issuable upon the exercise of such rights or options or upon
conversion or exchange of such Convertible Securities
(determined by dividing (x) the total amount if any,
received or receivable by the Company as consideration for
the granting of such rights or options, plus the minimum
aggregate amount of additional consideration, required to be
paid payable to the Company upon the exercise of all such
rights or options, or, in the case of such rights or options
which related to Convertible Securities, the total amount,
if any, received or receivable by the Company as
consideration for the granting of such rights or options,
plus the minimum aggregate amount of additional
consideration, if any, payable upon the issuance and upon
the conversion or exchange thereof, by (y)the total maximum
number of Shares issuable upon the exercise of such rights
or options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such
rights or options) shall be less than (i) seventy-five
percent (75% of the Market Price, of the Shares if such
rights are granted or issued by the Company in a Public
Offering or (ii) sixty percent(60%) of the Market Price of
the Shares if such rights are granted or issued by the
Company in a Private Placement, the determination of such
Market Price, in either such case, to be made as of the date
immediately preceding the date of granting or issuing such
rights or options, the Warrant Price in effect at the close
of business on the date immediately preceding the date of
granting such rights or options shall be adjusted by
multiplying such Warrant Price by a fraction, (i) the
numerator of which shall be the sum of (x) the number of
Shares outstanding at the close of business on the date
immediately preceding the date of granting such rights or
options plus (y) the quotient obtained by dividing the
product of the price per Share, determined as set forth
above, and the maximum number of Shares issuable upon the
exercise of such rights or options or upon the conversion or
exchange of all such Convertible Securities issuable upon
the exercise of such rights of options by the Market Price
and (ii) the denominator of which shall be the sum of the
number of Shares outstanding at the close of business on the
date immediately preceding the date of granting such rights
or options and the maximum number of Shares issuable upon
the exercise of such rights or options or upon the
conversion or exchange of all such Convertible Securities
issuable upon the exercise of such rights or options.
Except, as provided in this subparagraph (C), no further
adjustments of the Warrant Price shall be made upon the
issuance of such Shares or of such Convertible Securities
upon exercise of such rights or options or upon the actual
issuance of such Shares upon conversion or exchange of such
Convertible Securities.

(D)  In case the Company shall issue (whether directly or by
assumption in a merger or otherwise) or sell any Convertible
Securities, whether or not the rights to exchange or convert
thereunder are immediately exercisable, and the price per
Share for which Shares are issuable upon such conversion or
exchange (determined by dividing (x) the total amount
received or receivable by the Company as consideration for
the issue or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if
any, payable to the Company upon the conversion or exchange
thereof, by (y) the total maximum number of Shares issuable
upon the conversion or exchange of all such Convertible
Securities) shall be less than seventy-five percent (75%) of
the Market Price of the Shares if such Convertible
Securities issued or sold by the Company in a Public
Offering or (ii) sixty percent (60%) of the Market Price of
the Shares if such Convertible Securities are issued or sold
by the Company in a private Placement, the determination of
such Market Price, in either such case, to be made as of the
date immediately preceding the date of such issuance or sale
of such Convertible Securities, shall be adjusted by
multiplying such Warrant Price by a fraction, (i) the
numerator of which shall be the sum of (x) the number of
Shares outstanding at the close of business on the date
immediately preceding the date of issuance or sale of such
Convertible Securities plus (y) the quotient obtained by
dividing the product of the price per Share, determined as
set forth above, and the maximum number of Shares issuable
upon conversion or exchange of all such Convertible
Securities by the Market Price and (ii) the denominator of
which shall be the sum of the number of Shares outstanding
at the close of business on the date immediately preceding
the date of issuance or sale of such Convertible Securities
and such maximum number of Shares issuable upon conversion
or exchange, provided that (1) except as provided in
subsection (E) of this Section 10, no further adjustments of
the Warrant Price shall be made upon the actual issuance of
such Shares upon conversion or exchange of such Convertible
Securities, and (2) if any such issuance or sale is made
upon exercise of any rights to subscribe for or to purchase
or any option to purchase any such Convertible Securities of
which adjustments of the Warrant Price have been or are to
be made pursuant to subsection (C) of this Section 10 or the
other provisions of this subparagraph (D), no further
adjustments of the Warrant Price shall be made by reason of
such issuance or sale.

(E)  If (x) the purchase price provided for in any rights or
options referred to in subsection (c) of this Section 10, or
(y) the amount of additional consideration, if any, payable
upon the conversion or exchange of any Convertible
Securities referred to in subsections(C) and/or (D) of this
Section 10, or (z) the rate at which any Convertible
Securities referred to in subsection (C) and/or (D) are
convertible into or exchangeable for Shares shall change
(other than under or by reason of provisions contained in
the instruments governing such rights, options or
Convertible Securities that are designed to protect against
dilution), the Warrant Price in effect at the close of
business on the date of such event shall forthwith be
adjusted to the Warrant Price which would have been in
effect at such time had such rights, options or Convertible
Securities still outstanding provided for such changed
purchase price, additional consideration or conversion rate,
as the case may be, at the time initially granted, issued or
sold.  On the expiration of any such right to convert or
exchange such Convertible Securities, the Warrant Price in
effect at the close of business on the date of expiration or
termination shall be readjusted to the Warrant Price which
would have been in effect at such time had such right,
option or Convertible Securities to the extent outstanding
immediately prior to the date of such expiration or
termination, never been granted, issued or sold.

(F)  In case the Company shall, by dividend or otherwise,
declare a dividend or other distribution on its Shares
payable in evidences of its indebtedness or assets
(including securities, but excluding (i) any rights or
options referred to in subsection (C) of this Section 10,
(ii) any dividend or distribution paid in cash out of
consolidated retained earnings or consolidated earned
surplus, determined in accordance with generally accepted
accounting principles, including the making of appropriate
deductions for minority interests, if any, in subsidiaries,
and (iii) any dividend or distribution otherwise paid in
Shares or Convertible Securities), the Warrant Price in
effect at the close of business on the date fixed for the
determination of shareholders entitled to receive such
dividend or other distribution shall be adjusted so that the
same shall equal the price determined by multiplying the
Warrant Price in effect at the close of business on the date
fixed for the determination of shareholders entitled to
receive such dividend or other distribution by a fraction of
which the numerator shall be the current Market Price per
Share on the date fixed for such determination less the then
fair market value (as determined by the Company's board of
directors, whose determination shall be conclusive and
described in a Board Resolution) of the portion of the
assets or evidences of indebtedness so distributed
applicable to one Share and of which the denominator shall
be such current Market Price.

(G)  In case the Company shall at any time subdivide its
outstanding Shares into a greater number of Shares, the
Warrant Price in effect immediately prior to such
subdivision shall be proportionately reduced, and
conversely, in case the outstanding Shares shall be combined
into a smaller number of Shares, the Warrant Price in effect
immediately prior to such combination shall be
proportionately increased, such reduction or increase, as
the case may be, to become effective immediately upon the
effectiveness of such subdivision or combination.

(H)  In case of any consolidation of the Company with, or
merger of the Company into, any other corporation or other
entity, or in case of any merger of another corporation or
other entity into the Company (other than a merger which
does not result in any reclassification, conversion,
exchange or cancellation of outstanding Shares), or in any
case of any sale or transfer of all or substantially all of
the assets of the Company, or in the case of a capital
reorganization or recapitalization of the capital shares of
the Company in such a manner that holders of Shares shall be
entitled to receive securities, cash or assets with respect
to or in exchange for such Shares from the corporation or
other entity formed by such consolidation or resulting from
such merger or which acquires such assets, as the case may
be, or from the Company, in the case of a capital
reorganization or recapitalization not involving a
consolidation, merger or sale or transfer of all or
substantially all of the assets of the Company, such
corporation or other entity or the Company, as the case may
be, and the Company shall execute and deliver an amendment
to this Agreement providing that the holder of each Class A
Warrant, Class B Warrant and/or Class C Warrant then
outstanding shall have the right thereafter, during the
period such Warrant shall be exercisable, to exercise such
Warrant only for the kind and amount of securities, cash and
other property receivable upon such consolidation, merger,
sale, transfer, capital reorganization or recapitalization
by a holder of the number of Shares for which such Warrant
might have been exercised on the date immediately prior to
such consolidation, merger, sale, transfer, capital
reorganization ore recapitalization (provided that if the
kind of amount or securities, cash and other property
receivable upon such consolidation, merger, sale, transfer,
capital reorganization or recapitalization is not the same
for each Share in respect of which said rights of election
shall have not been exercised (the Non-electing Shares"),
then, for the purpose of this subparagraph (H), the kind and
amount of securities, cash and other properties, cash and
other property receivable upon such consolidation, merger,
sale, transfer, capital reorganization or recapitalization
by each Non-electing Share shall be deemed to be the kind
and amount so receivable per Share by a plurality of the Non-
electing Shares).

     Such amendment shall provide for adjustments which, for
events subsequent to the effective date of such amendment,
shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 10.  The foregoing
provisions of this subsection (H) shall similarly apply to
successive consolidations, mergers, sales, transfers,
capital reorganizations or recapitalizations.

     The Company shall not effect any such consolidation,
merger, sale or transfer unless prior to or simultaneously
with the consummation thereof the successor corporation(if
other than the Company) resulting from such consolidation or
merger or the corporation purchasing or otherwise acquiring
such assets or other appropriate corporation or entity shall
assume, by written instrument executed and delivered to the
Company, the obligation to deliver to the holder of each
Warrant such shares of stock, securities, cash or assets as,
in accordance with the foregoing provisions, such holders
may be entitled to receive and the other obligations under
this Agreement.

(I)  In case of an adjustment in the Warrant Price shall be
required by Section 10(A), (B), (C), (D) and/or (F) hereof,
the required adjustment shall become effective at the
opening of business on (i) the Business Day immediately
following the date fixed for the determination of
shareholders of the Company entitled to receive such
dividend or distribution, in the case of any adjustment
pursuant to Section 10(B) or (F) or (ii) the Business Day
immediately following the date of such sale and issuance or
the date of such granting of such rights or options, as the
case may be, in the case of an adjustment pursuant to
Section 10(A),(C) or (D).

(J)  Notwithstanding any other provisions of this Section
10, no adjustments to the Warrant Price or the number of
Shares issuable upon exercise of the Class A Warrants, Class
B Warrants or Class C Warrants shall be made with respect to
or by reason of the following transactions of the Company
with respect to the Shares:

     (i)  (A)  an aggregate of 3,250,000 Shares issued (or to be
     issued) by the Company to the existing shareholders and to
     the creditors of the Company pursuant to its Plan of
     Reorganization in its Chapter 11 Case, (B) an aggregate of
     4,036,839 Shares issued (or to be issued) by the Company for
     cash to the investor group (including officers and directors
     of the Company) as contemplated by and described in the
     Company's Plan of Reorganization in its Chapter 11 Case, (C)
     any and all of the 910,000 Shares reserved for issuance by
     the Company upon exercise of the Class A Warrants, Class B
     Warrants and Class C Warrants issued to R&R pursuant to the
     provisions of this Agreement as the number of such Shares
     may be adjusted from time to time in accordance with the
     anti-dilution provisions of the Warrant Agreement, (D) an
     aggregate of 780,000 Shares reserved for issuance pursuant
     to the Senior Subordinated Secured Convertible Promissory
     Note issued by the Company to The Zamoiski Company (the
     "Zamoiski Convertible Note") as the number of such Shares
     may be adjusted from time to time in accordance with the
     anti-dilution provisions set forth in the Zamoiski
     Convertible Note, (E) an aggregate of 3,524,525 Shares
     issued or reserved for issuance by the Company pursuant to
     the Company's existing 1991 Incentive Stock Option Plan,
     Restricted Share Purchase Agreements and Non-Qualified Stock
     Option-Salary Reduction Plan granted, issued or sold to
     executives and key employees of the Company as of and
     through the date hereof as the number of such Shares may be
     adjusted from time to time hereafter in accordance with the
     respective anti-dilution provisions set forth in each of
     such plans, and (F) an aggregate of 488,636 Shares issuable
     by the Company to Messrs. Hartman & Craven, Angel & Frankel
     and Gro-Vest, Inc. for services rendered; and (ii) the
     issuance, sale or grant by the Company after the date hereof
     of any Shares, warrants, options or other rights to purchase
     such Shares, or the exercise of such warrants, options or
     other rights, to or by employees, officers and/or directors
     of the Company pursuant to any employee, officer and/or
     director stock option, bonus or incentive compensation
     plans, arrangements or agreements (collectively the
     "Management Plans"), provided that (A) such Shares are
     issued, sold or granted by the Company (directly or upon the
     exercise of such warrants, options or other rights) pursuant
     to any such Management Plans at a price per Share equal to
     not less than seventy-five percent (75%) of the Market Price
     determined as of the date immediately preceding the date of
     the issuance, sale or grant thereof or (B) if such Shares
     are issued, sold or granted by the Company (directly or upon
     exercise of such warrants, options or other rights) pursuant
     to any such Management Plans at a price per Share of less
     than seventy-five (75&) of the Market Price so determined,
     then the total number of Shares so issued, sold or granted
     by the Company (directly or upon exercise of any such
     warrants, options or other rights) at such lesser price to
     any such employees, officers and/or directors of the Company
     pursuant to any such Management Plans shall not exceed, in
     the aggregate, more than five percent (5%) of the Shares of
     the Company outstanding and reserved for issuance (under
     warrants, options, Convertible Securities or other rights
     theretofore issued, sold or granted by the Company) as of
     January 31, 1992.

(K)  For purposes of this Section 10, the number of Shares
outstanding at any given time shall not include Shares owned
or held by or for the account of the Company or of any of
its wholly or majority owned subsidiaries.

(L)  Upon each adjustment of the Warrant Price pursuant to
this Section 10, each Warrant outstanding at the time of and
immediately prior to such adjustment shall give the holder
thereof the right to purchase, at the Warrant Price
resulting from such adjustment, the number of Shares
obtained by multiplying the Warrant Price in effect
immediately prior to such adjustment by the number of Shares
issuable upon exercise of such Warrant immediately prior to
such adjustment and dividing the product thereof by the
Warrant Price resulting from such adjustment.

(M)  No adjustment in the Warrant Price shall be required
unless such adjustment would require an increase or decrease
of a least one percent (1%) in such Warrant Price; provided,
however, that any one or more such adjustments which, by
reason of this subsection (M) is not required to be made,
shall be carried forward on a cumulative basis and fully
taken into account in any subsequent adjustment.  All
calculations under this Section shall be made to the nearest
cent or to the nearest 1/100 of a Share, as the case may be.
The provisions of this Section 10(L) shall also apply to
readjustments provided for in subparagraph (E).

(N)  The certificate of any independent firm or public
accountants of recognized standing selected by the Board of
Directors of the Company shall be conclusive of the
correctness of any computation of any adjustment required to
be made under this Section 10.

(O)  Whenever any adjustment is required in the Warrant
Price, the Company shall forthwith (1) prepare a statement
describing in reasonable detail the adjustment and the
method of calculation used and (2) cause a copy of such
statement to be mailed to R&R as of the effective date of
such adjustment at its address as the same shall appear on
the books on the Company.

(P)  The Company shall be obligated to issue any additional
Shares which become issuable upon exercise of Warrants as a
result of any event described in this Section 10 which
requires an adjustment in the Warrant Price and the number
of shares issuable upon exercise of the Warrants.

Section 11.    Avoidance of Certain Actions

The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of
assets, consolidation, merger, issue or sale of securities
or otherwise, avoid or take any action which would have the
effect of breaching this Warrant in any material respect or
precluding the performance by the Company of its obligations
hereunder, but will at all times in good faith assist in
implementing the provisions of this Warrant Agreement and in
taking of all such actions as may be reasonably necessary or
appropriate in order to protect the rights of R&R against
material dilution or other impairment of its rights
hereunder.


Section 12.    Fractional Interest

Notwithstanding anything contained herein to the contrary,
the Warrants may only be exercised to purchase full Shares
and the Company shall not be required to issue fractions of
Shares on the exercise of Warrants.  To the extent that a
holder would otherwise be entitled to a fractional share,
the Company shall return to such holder a portion of the
purchase price paid by such holder upon exercise of the
Warrants held by such holder determined by multiplying the
price per Share calculated at the Warrant Price by such
fraction.


Section 13.    Notices to Company and R&R

Any notice given pursuant to this Agreement shall be
sufficiently given if sent by first-class mail, postage
prepaid, addressed (until another address is filed in
writing with R&R or, in the case of a change in address of
R&R, with the Company) as follows:

If to the Company:
          S.E. Nichols Inc.
          860 Broadway
          New York, New York 10003
          Attention:  Kenneth A. Davis, President

Copy to:
          Melvin Katz, Esq.
          Hartman & Craven
          460 Park Avenue
          New York, New York 10022

If to R&R
          Rosenthal & Rosenthal, Inc.
          1370 Broadway
          New York, New York 10018
          Attention:  Imre J. Rosenthal, President

Copy to:
          Stanley Pollack, Esq.
          Vice-President and General Counsel
          Rosenthal & Rosenthal, Inc.
          1370 Broadway
          New York, New York 10018


Section 14.    Notices to Warrant Holders

Upon any adjustment of the Warrant Price or the number of
shares issuable upon the exercise of Warrants pursuant to
this Agreement, the Company shall promptly thereafter cause
to be forwarded to R&R a certificate of the principal
financial or principal accounting officer of the Company
setting forth the respective Warrant Prices of each of the
Class A Warrants, Class B Warrants and/or Class C Warrants
then outstanding after such adjustment or the adjusted
number of Shares purchasable upon exercise of each such
Class of Warrants and setting forth in reasonable detail the
method of calculation and the facts upon which the
calculations are based.


Section 15.    Entire Agreement;  Supplements and Amendments

This Agreement is an integrated document and represents the
entire understanding of the parties with respect to the
subject matter hereof, contains all representations,
warranties, covenants and conditions, expressed or implied,
which have been made by the Company and R&R; and cancels and
supersedes all previous and/or contemporaneous written and
oral agreements, understandings, statements, promises,
inducements and memoranda by or between the parties or their
affiliates relating to the subject matter hereof.  The
Company and R&R may from time to time supplement or amend
this Agreement in writing without the approval of any
subsequent holders of Warrant Certificates in order to cure
any ambiguity or to correct or supplement any provision
contained herein which may be defective or inconsistent with
any other provision herein, or to make any other provisions
in regard to matters or questions arising hereunder which
the Company and R&R may deem necessary or desirable and
which shall not be inconsistent in any material respect with
the provisions of the Warrant Certificates and which shall
not adversely affect in any material respect the interests
of R&R hereunder, provided, however, that in the event of
any conflicts or inconsistencies between the provisions of
any of the Warrant Certificates issued hereunder, the
provisions of this Agreement shall govern and be deemed
controlling.


Section 16.    New York Contact; Jurisdiction

This Agreement and each Warrant Certificate issued hereunder
shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to the
choice of law provisions thereof.  The Company and R&R
hereby consent, unconditionally and irrevocable, to the
jurisdiction of the state and federal courts located in the
Borough of Manhattan, City of New York, State of New York
for the adjudication of any actions arising out of this
Agreement.


Section 17.    Benefits of this Agreement

Nothing in this Agreement shall be construed to give to any
person or corporation other than the Company and R&R and any
subsequent registered holders of the Warrants and legal or
equitable right, remedy or claim under or by reason of this
Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, R&R and such subsequent
registered holders of the Warrants.


Section 18.    Successors

Subject to the terms and conditions of this Agreement, all
the covenants and provisions of this Agreement by or for the
benefit of the Company, the holders of the Warrants, and/or
R&R shall bind and inure to the benefit of each of the
parties hereto and their respective successors and assigns
hereunder.


Section 19.    References and Captions

Unless otherwise expressly noted, all references to
Sections, subsections or clauses herein shall be deemed to
refer solely to the provisions of this Agreement so
designated.

The captions of the Sections of this Agreement have been
inserted for convenience only and have no substantive
effect.

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


S.E. Nichols Inc.



By: _____________________
    Title




Rosenethal & Rosenthal




By:  ____________________
     Title