Exhibit 4


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE  PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT").  THESE  SECURITIES ARE  "RESTRICTED" AND MAY NOT BE
RESOLD  OR  TRANSFERRED  EXCEPT AS  PERMITTED  UNDER  THE 1933 ACT  PURSUANT  TO
REGISTRATION OR EXEMPTION THEREFROM.


No. _____                                                           $500,000 USD

Dated:  January    , 1998

                       STRATFORD ACQUISITION CORPORATION2

                             10% $500,000 Debenture(3)

                                       and

              Warrant to Purchase 1,000,000 Shares of Common Stock

                              (Best Efforts Basis)

                      Minimum Unit Purchases: $25,000 (USD)
                                 50,000 WARRANTS

THE SECURITIES  REPRESENTED  HEREBY,  INCLUDING THE WARRANTS TO PURCHASE  COMMON
STOCK AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF, ARE BEING
OFFERED AND SOLD  WITHOUT  REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED ("THE ACT"), OR THE SECURITIES  LAWS OF ANY STATE OR OTHER  JURISDICTION
IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.  THE  SECURITIES  OFFERED  HEREBY MAY NOT BE  OFFERED  FOR RESALE OR RESOLD
ABSENT  REGISTRATION  UNDER THE  SECURITIES ACT OR SUCH LAWS UNLESS AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.

UNITS (as defined  below) OF THIS  DEBENTURE  SHALL BE PURCHASED FOR  INVESTMENT
PURPOSES  ONLY AND MAY NOT BE  TRANSFERRED  UNTIL (I) A  REGISTRATION  STATEMENT
UNDER THE ACT SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO,  OR (II) RECEIPT
BY THE COMPANY OF AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO THE COMPANY
TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH


----------
(2)  In January  1997,  the Company was  authorized by the Secretary of State of
     Minnesota  to  conduct   business  under  the  assumed  name  of  NOVACRETE
     TECHNOLOGY  INC.   Hereinafter   the  Company  intends  to  use,   whenever
     applicable,  the assumed name to  facilitate  its  business  and  marketing
     efforts and to change its name to Novacrete,  Inc.  subject to the approval
     of its  shareholders at the next annual meeting of  shareholders  which the
     Company  plans to hold in March 1998.  

(3)  In the event the  Company is unable to pay at  maturity  the full amount of
     the outstanding principal of the Debenture plus all accrued interest,  such
     outstanding  principal  amount of the Debenture  plus all accrued  interest
     shall be converted  into the Company's  $.001 par value common stock at 60%
     of the  exercise  price of the warrants  issued with the  Debenture in this
     offering. (See Potential Conversion Rights).


<PAGE>


SUCH  PROPOSED  TRANSFER  NOR IS SUCH  PROPOSED  TRANSFER  IN  VIOLATION  OF ANY
APPLICABLE STATE SECURITIES LAWS.

THIS  OFFERING IS BEING MADE SOLELY TO  "ACCREDITED  INVESTORS"  AS THAT TERM IS
DEFINED IN RULE 501 OF REGULATION D PROMULGATED  UNDER THE ACT, AND WILL BE SOLD
SOLELY  PURSUANT TO A FULLY  EXECUTED 10% $500,000  DEBENTURE  AND STOCK WARRANT
SUBSCRIPTION AGREEMENT ("SUBSCRIPTION AGREEMENT").

THIS  DEBENTURE is one of a duly  authorized  issue of  Debentures  of STRATFORD
ACQUISITION  CORPORATION,  a corporation  duly  organized and existing under the
laws of the State of Minnesota and having its principal  executive offices at 67
Wall Street, Suite 2411, New York, New York 10005 (the "Company")  designated as
its 10% $500,000  Debenture due October 31, 1998 (the  "Maturity  Date"),  in an
aggregate  face amount not exceeding  Five Hundred  Thousand  ($500,000.00  USD)
Dollars(4),  issuable on a "best  efforts"(5)  basis in minimum Units,  which is
defined as an allotment of  Twenty-Five  Thousand  Dollars  ($25,000.00  USD) of
principal amount of the Debenture and a Warrant to purchase 50,000 shares of the
Company  $.001 Common  Stock at a exercise  price of thirty cents ($.30 USD) per
share for a period  expiring on February  1, 2001 (the  "Warrant").  The Company
shall be  authorized  to sell Units in larger or smaller  denominations,  at its
sole discretion from time to time.

THE  WARRANT  each Holder  shall be  entitled  to receive  shall be a warrant to
purchase two (2) shares of the Company's  $.001 par value common stock for every
one dollar  ($1.00 USD) of  principal  amount of the  Debenture  purchased.  The
Warrants are exercisable at the date of issuance, but not later than midnight on
February  1, 2001 (EST) and shall have an exercise  price of thirty  cents ($.30
USD). The Company reserves the sole right to redeem the warrant at the $.001 per
share if the bid price for the  Company's  common  stock is equal to or  exceeds
sixty ($.60 USD) for twenty consecutive  trading days prior to the expiration of
the Warrant. (See Warrant Agreement).

FOR VALUE RECEIVED, the Company promises to pay to each registered holder hereof
and its successors and assigns (the "HOLDER"),  each Holder being registered and
represented  by its  execution of the annexed 10% $500,000  DEBENTURE  AND STOCK
WARRANT SUBSCRIPTION AGREEMENT (the "Subscription Agreement"), the principal sum
of the full amount (in United States  Dollars) of the Holder's  purchase of this
Debenture on the Maturity Date plus all accrued  interest at the rate of 10% per
annum,  such interest being  calculated on the basis of the principal  amount of
the  Debenture  outstanding  at the Maturity  Date of the  Debenture,  or on the
redemption date of all or any portion of the Debenture.  (See Redemption  Rights
below).  The accrual of interest on the Debenture shall commence on the next day
after the date stated on the Subscription Agreement and shall continue to accrue
against the outstanding  principal  amount of the Debenture until its is paid or
converted in common  stock.  In instances  where the Company shall redeem only a
portion of the Debenture,  the unredeemed principal amount of the Debenture that
is outstanding  after such partial  redemption shall continue to accrue interest
until the unredeemed principal amount of the Debenture shall be redeemed or paid
in full by the Company, which shall not be later than the Maturity Date.


----------
(4)  The Company  reserves  the right to increase  the  principal  amount of the
     Debenture to six hundred  thousand  dollars  ($600,000) if it shall receive
     subscriptions  to  purchase an  additional  one  hundred  thousand  dollars
     ($100,000) of the Debenture.

(5)  The Company is offering these securities on a best efforts basis.  However,
     the Company  will make a diligent  and good faith  effort to  complete  the
     entire  offering of the Debenture,  but cannot make any assurances that the
     entire  offering will be sold.  In any event,  the Company may, at its sole
     discretion, complete less than the entire offering.

         

                                       2
<PAGE>


The principal and interest  payable on the Debenture  will be paid to the person
in  whose  name  this  Debenture  (or one or  more  predecessor  Debentures)  is
registered on the records of the Company regarding registration and transfers of
the Debenture (the "Debenture Register"),  provided, however, that the Company's
obligation to a transferee of this Debenture arises only if such transfer,  sale
or other  disposition is made in accordance with the terms and conditions of the
Subscription  Agreement  between the Company and Holder.  The  principal of, and
interest on, this  Debenture are payable in such coin and currency of the United
States of  America as at the time of  payment  is legal  tender  for  payment of
public and  private  debts,  at the  address  last  appearing  on the  Debenture
register of the Company as  designated in writing by the Holder hereof from time
to time. To the extent the principal and all accrued interest are outstanding on
the Maturity Date,  the Company will pay the principal and all accrued  interest
due upon this Debenture on the Maturity Date,  less any amounts  required by law
to be deducted  or withheld by the Company to the Holder at the last  address on
the Debenture Register.  The forwarding of such check shall constitute a payment
of  principal  and  interest  thereunder  and shall  satisfy and  discharge  the
liability  for  principal and interest on the Debenture to the extent of the sum
represented  by such  check  plus any  amounts  so  deducted,  pursuant  to this
Agreement.

The Debenture is being sold pursuant to an exemption from registration under the
securities  laws and will be restricted  from public resale.  Accordingly,  this
Debenture and any certificate(s),  if any, evidencing ownership of the Debenture
will bear the following legend, or some other similar version:

               THESE  SECURITIES  HAVE NOT  BEEN  REGISTERED
               WITH  THE  UNITED   STATES   SECURITIES   AND
               EXCHANGE   COM-MISSION   OR  THE   SECURITIES
               COMMISSION  OF  ANY  STATE   PURSUANT  TO  AN
               EXEMPTION  FROM  REGISTRA-TION  UNDER SECTION
               4(2)  UNDER THE  SECURITIES  ACT OF 1933,  AS
               AMENDED  (THE "1933 ACT").  THESE  SECURITIES
               ARE  "RESTRICTED"  AND MAY NOT BE  RESOLD  OR
               TRANSFERRED  EXCEPT  AS  PERMITTED  UNDER THE
               1933  ACT   PURSUANT   TO   REGISTRATION   OR
               EXEMPTION THEREFROM.

     In the event the Holder is relying on an exemption from registration  under
the 1933 Act, the  certificates  evidencing  ownership of the  Debenture  may be
issued  without  restrictive  legends  if the  Holder  furnishes  an  opinion of
counsel,  reasonably  satisfactory to the Company, that sets forth in detail the
legal basis for the exemption from registration and its availability hereto.

The Debenture is subject to the following additional provisions:

          1.  Exchangeability.  The  Debenture  may  be  exchangeable  for  like
     Debentures  in  amounts  not  to  exceed  the  aggregate  principal  amount
     initially  purchased,   including  any  accrued  interest,   of  authorized
     denominations,  as  requested  by the  Holders  surrendering  the same.  No
     service charge will be made for such registration or transfer or exchange.

          2. Tax  Withholdings.  The Company  shall be entitled to withhold from
     all payments of principal  of, and interest on, this  Debenture any amounts
     required to be withheld under the applicable



                                       3
<PAGE>


     provisions of the United States Income Tax or other  applicable laws at the
     time of such payments.

          3. Offering Representations. This Debenture has been issued subject to
     investment  representations  of the original  Holder hereof and pursuant to
     the  Subscription  Agreement  and may be  transferred  or  exchanged in the
     United  States  only  in  compliance  with  the Act  and  applicable  state
     securities  laws.  Prior to the due  presentment  for such transfer of this
     Debenture, the Company and any agent of the Company may treat the person in
     whose name this  Debenture  is duly  registered  on the  Company  Debenture
     Register as the owner hereof for the purpose of receiving payment as herein
     provided and all other purposes,  whether or not this Debenture is overdue,
     and  neither  the Company nor any such agent shall be affected by notice to
     the contrary.  The transfer shall be bound,  as the original  Holder by the
     same  representations and terms described herein and under the Subscription
     Agreement.

          4. Redemption Rights. The Company may, at its sole option,  redeem the
     Debenture at any time prior to the  Maturity  Date by paying the Holder all
     or any portion of the outstanding principal and all accrued interest on the
     principal amount of the Debenture redeemed on the date of redemption. Under
     no  circumstances  will the  Company  incur  penalties  for  redeeming  the
     Debenture, or any portion thereof, prior to the Maturity Date.

          5. Company's Payment Obligation.  No provision of this Debenture shall
     alter or impair  the  obligation  of the  Company,  which is  absolute  and
     unconditional,  to pay the principal of, and interest on this  Debenture at
     the place, time and rate, and in coin or currency herein prescribed.

          6. Waiver of Demand.  The Company hereby  expressly  waives demand and
     presentment for payment, notice on nonpayment,  protest, notice of protest,
     notice of dishonor,  notice of  acceleration  or intent to accelerate,  and
     diligence in taking any action to collect  amounts called for hereunder and
     shall be directly  and  primarily  liable for the payment of all sums owing
     and to be owing hereon,  regardless  of and without any notice,  diligence,
     act or omission as or with respect to the  collection  of any amount called
     for hereunder.

          7.  Events  of  Default.  The  Company  agrees  to pay all  costs  and
     expenses,  including  reasonable  attorneys' fees, which may be incurred by
     the Holder in collecting any amount due or exercising the conversion rights
     under this Debenture,  if one or more of the following described "Events of
     Default" shall occur:

               a. The  Company  fails to provide  the Holder  with  certificates
          evidencing  ownership  of shares of the  Company's  common stock which
          certificates  shall be issued to the Holder  within ten (10) days from
          the Maturity Date, if the Company shall not pay all of the outstanding
          principal  amount of the  Debenture  plus all accrued  interest on the
          Maturity  Date.  Any such  certificates  shall be issued  based on the
          terms and conditions of this Debenture; or

               b. Any of the  representations  or warranties made by the Company
          herein, or in the Subscription  Agreement,  shall have been materially
          incorrect; or


                                       4
<PAGE>


               c. Any governmental agency or any court of competent jurisdiction
          at the instance of any  governmental  agency  shall assume  custody or
          control of the whole or any  substantial  portion of the properties or
          assets of the Company and shall not be  dismissed  within  thirty (30)
          calendar days thereafter; or

               d.   Bankruptcy   reorganization,   insolvency   or   liquidation
          proceedings or other  proceedings  for relief under any bankruptcy law
          or law for the relief of debtors shall be instituted by or against the
          Company and, if instituted  against the Company,  the Company shall by
          any action or answer  approve of,  consent to or acquiesce in any such
          proceedings  or admit  the  material  allegations  of, or  default  in
          answering, a petition filed in any such proceeding.

Then, or at any time thereafter,  and in each and every such case of an Event of
Default,  unless such Event of Default  shall have been deemed waived in writing
by the Holders owning the majority of the principal amount of the Debenture that
is outstanding at the Event of Default ("Majority  Holders") (which waiver shall
not be deemed  to be a waiver  of any  subsequent  default  but  which  shall be
applicable to all Holders), at the option of the Holder and in the Holder's sole
discretion,  the Holder may consider this Debenture immediately due and payable,
without  presentment,  demand,  protest,  notice of any  kind,  all of which are
hereby  expressly  waived,  anything herein or in any note or other  instruments
contained  to the  contrary  notwithstanding,  and Holder may  immediately,  and
without  expiration of any period of grace,  enforce any and all of the Holder's
rights and remedies  provided herein or any other rights or remedies afforded by
law. However, whenever the Majority Holders elect to waive the Event of Default,
all  Holders,  shall be bound by the  actions of the  Majority  Holders  and any
subsequent  agreement that may be entered into between the Majority  Holders and
the  Company  to cure the Event of  Default,  which  shall  include,  but not be
limited to, the waiver of the Event of Default.

                                       5
<PAGE>

          8.  Severability  Clause.  In case any provision of this  Debenture is
     held by a court  of  competent  jurisdiction  to be  excessive  in scope or
     otherwise invalid or unenforceable, such provision shall be adjusted rather
     than voided,  if possible,  so that it is enforceable to the maximum extent
     possible,  and the validity and enforceability of the remaining  provisions
     of this Debenture will not in any way be affected or impaired thereby.

          9. Amendment.  This Debenture and the Subscription  Agreement referred
     to in this  Debenture  constitute  the full and  entire  understanding  and
     agreement between the Company and Holder with respect hereof.  Neither this
     Debenture  nor any terms  hereof  may be  amended,  waived,  discharged  or
     terminated other than by a written instrument signed by the Company and the
     Holder.

          10.  Governing Law. This Debenture  shall be construed and enforced in
     accordance  with and governed by the laws of the State of New York,  except
     for matters  arising  under the Act,  without  reference to  principles  of
     conflicts of law. Each of the parties  consents to the  jurisdiction of the
     federal courts whose  districts  encompass any part of the State and County
     of New York or the state courts of the State of New York in connection with
     any dispute arising under this Debenture and hereby waives,  to the maximum
     extent  permitted by law, any objection,  including any objection  based on
     forum non

  
                                       6
<PAGE>


     conveniens,  to the bringing of any such proceeding in such  jurisdictions.
     Each party hereby agrees that if another party to this Debenture  obtains a
     judgment  against it in such a  proceeding,  the party which  obtained such
     judgment may enforce same by summary  judgment in the courts of any country
     having jurisdiction over the party against whom such judgment was obtained,
     and each party hereby  waives any defenses  available to it under local law
     and  agrees  to the  enforcement  of such a  judgment.  Each  party to this
     Debenture  irrevocably  consents  to the  service  of  process  in any such
     proceeding  by the mailing of copies  thereof by  registered  or  certified
     mail,  postage  prepaid,  to such party at its  address  set forth  herein.
     Nothing  herein shall affect the right of any party to serve process in any
     other manner permitted by law.

          11.  Non-Recourse.  No  recourse  shall be had for the  payment of the
     principal or interest of this  Debenture  against any  incorporator  or any
     past,  present or future  stockholder,  officer,  director  or agent of the
     Company  or of  any  successor  corporation  under  any  statute  or by the
     enforcement  of any  assessment  or  otherwise,  all such  liability of the
     incorporators,  stockholders,  officers, directors and agents being waived,
     released and  surrendered  by the Holder  hereof by the  acceptance of this
     Debenture.

          12. Notice. All notices and other communications hereunder shall be in
     writing and shall be deemed to have been made when  delivered  or mailed by
     first class registered or certified mail, postage prepaid to the address of
     the Company at the above address and to the Holder at the address appearing
     on the Debenture Register.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed by an officer  thereunto  duly  authorized on January , 1998, and which
shall be retroactively applied to the date appearing above.


                                              STRATFORD ACQUISITION CORPORATION


                                              By: /s/ Daniel W. Dowe
                                                  -----------------------------
                                                  Mr. Daniel W. Dowe
                                                  President


                                       7
<PAGE>


THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE  PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER SECTION 4(2) UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "1933 ACT").  THESE  SECURITIES ARE  "RESTRICTED" AND MAY NOT BE
RESOLD  OR  TRANSFERRED  EXCEPT AS  PERMITTED  UNDER  THE 1933 ACT  PURSUANT  TO
REGISTRATION OR EXEMPTION THEREFROM.


                             STOCK PURCHASE WARRANT

           To Purchase ____ Shares of $.001 par value Common Stock of
                                     ---------

                        STRATFORD ACQUISITION CORPORATION

THIS CERTIFIES that, for value received by the Company,  the Holder is entitled,
upon the terms and subject to the conditions  hereinafter set forth, at any time
on or after the date  hereof and on or prior to  midnight  February 1, 2001 (the
"Termination  Date"),  but not  thereafter,  to subscribe  for and purchase from
STRATFORD ACQUISITION CORPORATION,  a Minnesota corporation having its principal
executive  offices at 67 Wall Street,  Suite 2411, New York, New York 10005 (the
"Company"),  ______  shares of the  Company's  $.001 par value Common Stock (the
"Warrant  Shares").  The  purchase  price of one (1) share of Common Stock under
this  Warrant  shall be thirty  cents  ($.30 USD) (the  "Exercise  Price").  The
Exercise Price and the number of shares for which the Warrant is exercisable may
be subject to adjustment as provided herein.

     1.  Title of  Warrant.  Prior  to the  expiration  hereof  and  subject  to
compliance  with  applicable  laws,  this Warrant and all rights  hereunder  are
transferable,  in whole or in part,  at the office or agency of the Company,  by
the Holder hereof in person or by duly  authorized  attorney,  upon surrender of
this  Warrant  together  with an  Assignment  Form  acceptable  to the  Company,
properly endorsed, if the later is applicable. (See paragraph 9).

     2.  Authorization of Shares.  The Company  covenants that all shares of its
$.001 par value  common  stock  ("Common  Stock")  which may be issued  upon the
exercise of rights represented by this Warrant will, upon exercise of the rights
represented by this Warrant, be duly authorized,  validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously
with such issue).  This Warrant is being issued  pursuant to a resolution of the
Company's Board of Directors.

     3. Stock  Certificate  Legend.  The  Warrant is being sold  pursuant  to an
exemption from  registration  under the  securities  laws and will be restricted
from public resale. Accordingly, the Warrant Certificate(s) and the certificates
evidencing  ownership of the Warrant Shares will bear the following  legend,  or
some other similar version:

          THESE  SECURITIES  HAVE  NOT BEEN  REGISTERED  WITH THE
          UNITED STATES  SECURITIES  AND EXCHANGE  COM-MISSION OR
          THE  SECURITIES  COMMISSION OF ANY STATE PURSUANT TO AN
          EXEMPTION FROM  REGISTRA-TION  UNDER SECTION 4(2) UNDER
          THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "1933
          ACT"). THESE SECURITIES ARE "RESTRICTED" AND MAY NOT BE
          RESOLD OR  TRANSFERRED  EXCEPT AS  PERMITTED  UNDER THE
          1933  ACT   PURSUANT  TO   REGISTRATION   OR  EXEMPTION
          THEREFROM.

     In the event the Holder is relying on an exemption from registration  under
the 1933 Act, the certificates evidencing ownership of the Warrant Shares may be
issued  without  restrictive  legends  if the  Holder  furnishes  an  opinion of
counsel,  reasonably  satisfactory to the Company, that sets forth in detail the
legal basis for the exemption from registration and its availability hereto.


<PAGE>


     4. Exercise of Warrant. Exercise of the purchase rights represented by this
Warrant may be made at any time or times,  in whole or in part, upon issuance of
this Warrant but prior to the close of business on the Termination Date, or such
earlier date on which this Warrant may  terminate as provided in this  Agreement
(See  Redemption  Rights) by the  surrender of this Warrant at the office of the
Company (or such other  office or agency of the Company as it may  designate  by
notice in writing to the registered  Holder hereof at the address of such Holder
appearing on the books of the  Company)  and upon payment of the Exercise  Price
for the Warrant Shares thereby  purchased;  whereupon the Holder of this Warrant
shall be entitled to receive a  certificate(s)  for the number of Warrant Shares
so purchased  within ten (10) days from  exercising the Warrant.  Payment of the
purchase price for the shares may be by certified check or cashier's check or by
wire transfer to an account  designated by the Company in an amount equal to the
Exercise Price multiplied by the number of shares being purchased.

     5.  No  Fractional   Shares  or  Script.  No  fractional  shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.

     6. Charges,  Taxes and Expenses.  Issuance of certificates  for the Warrant
Shares upon the  exercise of this Warrant  shall be made  without  charge to the
Holder  hereof  for any issue or  transfer  tax or other  incidental  expense in
respect of the  issuance of such  certificate,  all of which taxes and  expenses
shall be paid by the Company,  and such certificates shall be issued in the name
of the Holder of this  Warrant,  or in such name or names as may be  directed by
the  Holder  of  this  Warrant;   provided,   however,   that  in  the  event  a
certificate(s)  for any Warrant Shares are to be issued in a name other than the
name of the Holder of this Warrant,  this Warrant when  surrendered for exercise
shall be accompanied by an Assignment Form acceptable to the Company executed by
the Holder hereof,  together with evidence satisfactory to the Company that such
transfer or assignment is being made in compliance  with all applicable  federal
and state securities laws; and provided further, that upon any transfer involved
in the issuance or delivery of any  certificates for shares of Common Stock, the
Company may require, as a condition thereto,  the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.

     7.  Closing of Books.  The  Company  will at no time close its  shareholder
books or records in any manner which interferes with the timely exercise of this
Warrant.

     8. No Rights as Shareholders until Exercise.  This Warrant does not entitle
the Holder hereof to any voting  rights or other rights as a shareholder  of the
Company prior to the exercise thereof.  However, at the time of the surrender of
this Warrant and purchase of the Warrant Shares, the Warrant Shares so purchased
shall be deemed to be issued to such Holder as the record  owner of such Warrant
Shares as of the close of business on the date on which this Warrant  shall have
been duly exercised.

     9. Assignment and Transfer of Warrant.  This Warrant may be assigned by the
surrender of this Warrant and a duly executed  Assignment Form acceptable to the
Company,  at the office of the  Company  (or such other  office or agency of the
Company as it may designate by notice in writing to the registered Holder hereof
at the address of such Holder appearing on the books of the Company);  provided,
however, that this Warrant may not be resold or otherwise transferred except (i)
in a  transaction  registered  under  the  1933  Act,  or (ii) in a  transaction
pursuant to an exemption,  if available,  from such registration and whereby, if
requested by the Company,  an opinion of counsel reasonably  satisfactory to the
Company  is  obtained  by the  Holder of this  Warrant  to the  effect  that the
transaction is so exempt.

     10. Loss, Theft, Destruction or Mutilation of Warrant. The Company


                                       2
<PAGE>


represents and warrants that upon receipt by the Company of evidence  reasonably
satisfactory to it of the loss, theft,  destruction or mutilation of any Warrant
or Warrant certificate,  and in case of loss, theft or destruction, of indemnity
or security reasonably satisfactory to it, and upon reimbursement to the Company
of  all  reasonable  expenses   incidental  thereto,   and  upon  surrender  and
cancellation of such Warrant or Warrant certificate,  if mutilated,  the Company
will make and deliver a new Warrant or Warrant  Certificate,  whichever the case
may be, or both, of like tenor, in lieu of this Warrant or Warrant certificate.

     11.  Saturdays,  Sundays,  Holidays.  If the last or appointed  day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such  right  may be  exercised  on the next  succeeding  day that is not a legal
holiday.

     12. Effect of Certain Events.

     (a) If at any time the Company proposes (i) to sell or otherwise convey all
or substantially all of its assets or (ii) to effect a transaction (by merger or
otherwise) in which more than 50% of the voting power of the Company is disposed
of (collectively, a "Sale or Merger Transaction"), in which the consideration to
be received  by the Company or its  shareholders  consists  solely of cash,  the
Company  shall give the Holder of this  Warrant  thirty (30) days prior  written
notice of the proposed  effective date of the  transaction  specifying  that the
Warrant shall  terminate if the Warrant has not been  exercised by the effective
date of the transaction.

     (b) In  case  the  Company  shall  at any  time  effect  a Sale  or  Merger
Transaction  in which the  consideration  to be  received  by the Company or its
shareholders  consists  in part of  consideration  other than cash,  the Company
shall give the Holder of this Warrant  thirty (30) days prior written  notice of
the proposed effective date of the transaction specifying the kind and amount of
shares or other  securities  and  property  which the Holder would have owned or
have been entitled to receive after the happening of such  transaction  had this
Warrant been  exercised  immediately  prior  thereto and that the Holder of this
Warrant shall have the right thereafter to purchase, by exercise of this Warrant
and payment of the  purchase  price the  securities  specified  in such  written
notice.

     (C) Subject to the terms and  conditions  set forth herein,  if the Company
proposes at any time after the completion of the offering to register any shares
of Common Stock (the "Initially  Proposed  Shares") under the Securities Act for
any reason,  except  pursuant  to Forms S-4 and S-8  filings,  the Company  will
promptly  (but in no event less than thirty  (30) days prior to the  anticipated
filing date of the Company's  registration  statement (the "Initial Registration
Statement")  pursuant to the 1933 Act, give written  notice to the Holder of its
intention to effect such  registration  (such  notice to specify,  to the extent
known,  the  proposed  offering  price,  the  number of  shares of Common  Stock
proposed  to  be  registered  and  the  distribution   arrangements,   including
indemnification of underwriters),  and the Holder's shall be entitled to include
in such  registration  statement  (on  the  same  terms  and  conditions  as the
Initially  Proposed Shares),  such number of Warrant Shares which the Holder has
purchased  by way of  exercising  its  purchase  rights  hereunder  as  shall be
specified  in  written  request(s)  ("Registration  Request")  delivered  to the
Company  not less  than ten  (10)  business  days  before  the  later of (i) the
anticipated  filing date specified in the Company's  notice,  or (ii) the actual
filing  date.  The  Holder  shall  not  be  entitled  to  include  in  any  such
registration  any shares to which the Holder is entitled  under this Warrant but
for which Holder has not  exercised  its purchase  rights under this warrant and
paid the  purchase  price as of the date upon which the Company has received the
Holder's Registration Request.


                                       3
<PAGE>


     The Company and the Holder shall cooperate in good faith in connection with
the furnishing of information  required for such  registration and the taking of
such  other  actions as may be legally  or  commercially  necessary  in order to
effect such registration.

     13.  Adjustments of Exercise Price and Number of Warrant Shares. The number
and kind of  securities  purchasable  upon the  exercise of this Warrant and the
Exercise  Price  shall be  subject  to  adjustment  from  time to time  upon the
happening of certain events, as hereinafter set forth:

          (a) In case the Company shall (i) subdivide its outstanding  shares of
     Common Stock,  (ii) combine its  outstanding  shares of Common Stock into a
     smaller  number of shares of Common  Stock or (iii) issue any shares of its
     capital  stock in a  reclassification  of the Common  Stock,  the number of
     Warrant Shares purchasable upon exercise of this Warrant  immediately prior
     thereto  shall be  adjusted  so that the  Holder of this  Warrant  shall be
     entitled  to  receive  the kind  and  number  of  Warrant  Shares  or other
     securities  of the Company  which he would have owned or have been entitled
     to  receive  had  such  Warrant  been  exercised  in  advance  thereof.  An
     adjustment  made  pursuant to this  paragraph  (a) shall  become  effective
     immediately  after the  effective  date of such  event  retroactive  to the
     record date, if any, for such event.

          (b)  Whenever  the  number  of  Warrant  Shares  purchasable  upon the
     exercise of this  Warrant is  adjusted,  as herein  provided,  the Exercise
     Price   payable  upon  exercise  of  this  Warrant  shall  be  adjusted  by
     multiplying such Exercise Price  immediately  prior to such adjustment by a
     fraction,  of which the  numerator  shall be the number of  Warrant  Shares
     purchasable  upon the  exercise of this Warrant  immediately  prior to such
     adjustment,  and of which the  denominator  shall be the  number of Warrant
     Shares purchasable immediately thereafter.

          (c)  No  adjustment  in  the  number  of  Warrant  Shares  purchasable
     hereunder  shall be required  unless  such  adjustment  would  result in an
     increase or decrease of at least one percent  (1%)  percent of the Exercise
     Price; provided, that any adjustments which by reason of this paragraph (c)
     are not required to be made shall be carried forward and taken into account
     in any subsequent adjustment. All calculations shall be made to the nearest
     cent or to the nearest onethousandth of a share, as the case may be.

          (d) In the event that at any time, as a result of an  adjustment  made
     pursuant to paragraph  (a) above,  the Holder of this Warrant  shall become
     entitled to purchase  any  securities  of the Company  other than shares of
     Common  Stock,  thereafter  the number of such other shares so  purchasable
     upon  exercise of this Warrant and the Exercise  Price of such shares shall
     be  subject  to  adjustment  from time to time in a manner  and on terms as
     nearly  equivalent as  practicable  to the  provisions  with respect to the
     Warrant Shares contained in paragraphs (a) through (c), inclusive, above.

     14. Voluntary  Adjustment by the Company. The Company may at its option, at
any time during the term of this Warrant, reduce the then current Exercise Price
to any  amount  and for any period of time  deemed  appropriate  by the Board of
Directors of the Company.

     15. Notice of  Adjustment.  Whenever the number of Warrant Shares or number
or kind of securities or other  property  purchasable  upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested,  to the
transfer  agent for the Common Stock and to the Holder of this Warrant notice of
such  adjustment or adjustments  setting forth the number of Warrant Shares (and
other securities or property)  purchasable upon the exercise of this Warrant and
the Exercise Price of such Warrant Shares after such adjustment, setting forth a
brief statement of the facts requiring such adjustment and setting forth


                                       4
<PAGE>


computation  by which  such  adjustment  was made.  Such  notice,  in absence of
manifest  error,  shall  be  conclusive  evidence  of the  correctness  of  such
adjustment.

     16.  Authorized  Shares.  The Company  covenants that during the period the
Warrant is outstanding,  it will reserve from its authorized and unissued Common
Stock a sufficient  number of shares to provide for the issuance of Common Stock
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall  constitute  full authority to
its officers who are charged with the duty of executing  stock  certificates  to
execute  and  issue the  necessary  certificates  for  Warrant  Shares  upon the
exercise of the purchase  rights under this  Warrant.  The Company will take all
such reasonable  action as may be necessary to assure that such shares of Common
Stock may be issued as provided  herein without  violation of any applicable law
or  regulation,  or of any  requirements  of NASDAQ or any  domestic  securities
exchange upon which the Common Stock may be listed.

     17. Redemption Rights. The Company may, in its sole discretion,  redeem all
or any portion of the  warrant(s)  issued  herein by paying the Holder $.001 for
each of the Warrant Shares redeemed,  if the closing bid price for the Company's
Common  Stock is equal to or exceeds  two times the Warrant  Exercise  Price for
twenty  (20)  consecutive  trading  days,  subsequent  to the  issuance  of this
Warrant,  but prior to the  Warrant  Expiration  Date.  In the event the Company
elects to redeem any or all of the Warrant Shares, the Holder shall deliver this
Agreement  and any  certificates  evidencing  ownership  of the  Warrant  to the
Company and upon delivery of same shall have no further rights or obligations to
the Company with respect to the Warrant and any unexercised  Warrant Shares.  If
the Company  elects to redeem all or any portion of the Warrant,  it shall first
provide the Holder  with at least  twenty  (20) days prior  written  notice (the
"Redemption Notice") of its intention to redeem the Warrant. Upon its receipt of
the  Redemption  Notice the Holder  shall have the right to exercise the Warrant
and  purchase  the Warrant  Shares  prior to the  expiration  of the  Redemption
Notice.  However,  nothing  stated  herein  shall be  construed  to  extend  the
Termination Date of the Warrant.

     18. Miscellaneous.

     (a) Issue Date. The provisions of this Warrant shall be construed and shall
be given  effect in all  respects as if it had been issued and  delivered by the
Company on the date hereof. This Warrant shall be binding upon any successors or
assigns of the Company.

     (b)  Restriction.  The Holder  hereof  acknowledges  that the common  stock
acquired  upon  the  exercise  of this  Warrant,  if not  registered,  may  have
restriction upon its resale imposed by state and federal securities laws.

     (c) Modification and Waiver.  This Warrant and any provisions hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party against which enforcement of the same is sought.

     (d) Notices. Any notice, request or other document required or permitted to
be given or delivered to the Holders hereof of the Company shall be delivered or
shall be sent by certified or registered  mail,  postage  prepaid,  to each such
Holder at its  address as shown on the books of the Company or to the Company at
the address set forth in this Agreement.

     (e)  Governing  Law.  This  Agreement  will be  construed  and  enforced in
accordance  with and  governed by the laws of the State of New York,  except for
matters arising under the Act,  without  reference to principles of conflicts of
law,  principles or rules.  Each of the parties  consents to the jurisdiction of
the federal courts whose  districts  encompass any part of the State of New York
or the state courts of the


                                       5
<PAGE>

State of New York in connection  with any dispute  arising under this  Agreement
and hereby  waives,  to the maximum  extent  permitted  by law,  any  objection,
including any objection  based on forum non  conveniens,  to the bringing of any
such proceeding in such jurisdictions.  Each party hereby agrees that if another
party to this Agreement obtains a judgment against it in such a proceeding,  the
party which  obtained such judgment may enforce same by summary  judgment in the
courts of any  country  having  jurisdiction  over the party  against  whom such
judgment was obtained, and each party hereby waives any defenses available to it
under local law and agrees to the enforcement of such a judgment.  Each party to
this  Agreement  irrevocably  consents  to the  service  of  process in any such
proceeding by the mailing of copies  thereof by  registered  or certified  mail,
postage prepaid,  to such party at its address set forth herein.  Nothing herein
shall  affect  the  right of any  party to serve  process  in any  other  manner
permitted by law.

     (f) Counterparts. In lieu of the original, a facsimile transmission or copy
of the original  shall be as effective and  enforceable  as the  original.  This
Agreement may be executed in counterparts  which shall be considered an original
document and which together shall be considered a complete document.

     (g) Voidability.  In the event that any provision of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void,  this  Agreement  shall  continue in full force and effect without said
provision;  provided  that  no  such  severability  shall  be  effective  if  it
materially changes the economic benefit of this Agreement to any party.

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officers thereunto duly authorized.

Dated: January    , 1998

                                            STRATFORD ACQUISITION CORPORATION


                                             By: /s/ Daniel W. Dowe
                                                 -----------------------------
                                                 Daniel W. Dowe, President