<PAGE>

                              USA DETERGENTS, INC.


               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

No. 1                                                          350,000 Shares

                  USA Detergents, Inc., a Delaware corporation (the "COMPANY"),
hereby certifies that Frederick R. Adler or his permitted assigns, is entitled
to purchase from the Company, at any time or from time to time commencing on
December 26, 2000 and ending at 5:00 P.M., New York City time, on December 26,
2002, three hundred fifty thousand (350,000) fully paid and non-assessable
shares of the common stock, $.01 par value per share, of the Company for an
aggregate purchase price of two million seven hundred fifty six thousand, two
hundred fifty dollars ($2,756,250) (computed on the basis of $7.875 per share);
provided, however, that any portion or all of such 350,000 shares of common
stock may be so purchased prior to December 26, 2000 at any time on or after
the occurrence of an Accelerating Event (as later defined), as provided in
Section 5 below. The Company is issuing and the Holder (as hereinafter defined)
is purchasing this Warrant in consideration of the payment to the Company by
the Holder of one hundred seventy-five thousand dollars ($175,000), which
payment may be made in cash, the delivery of a promissory note executed by the
Holder, or any other form or means mutually acceptable to Holder and the
Company. As used herein, (i) the common stock, $.01 par value per share, of the
Company, together with any other equity securities which may be issued by the
Company with respect thereto or in substitution therefor, is referred to as the
"COMMON STOCK," (ii) the shares of the Common Stock purchasable hereunder or
under any other Warrant (as hereinafter defined) are referred to individually
as a "WARRANT SHARE" and collectively as the "WARRANT SHARES," (iii) the
aggregate purchase price payable for the Warrant Shares hereunder is referred
to as the "AGGREGATE WARRANT PRICE," (iv) the price payable for each of the
Warrant Shares hereunder is referred to as the "PER SHARE WARRANT PRICE," (v)
this Warrant, all similar Warrants issued on the date hereof and all Warrants
hereafter issued in exchange or substitution for this Warrant or such similar
Warrants are referred to as the "WARRANTS," (vi) the holder of this Warrant is
referred to as the "HOLDER" and the holder of this Warrant and all other
Warrants or Warrant Shares issued upon the exercise of any Warrant are referred
to as the "HOLDERS", and (vii) the period during which this Warrant is
exercisable, including the period if any from and after an Accelerating Event,
is referred to as the "EXERCISE PERIOD". The Aggregate Warrant Price is not
subject to adjustment. The Per Share Warrant Price is subject to adjustment as
hereinafter provided; in the event of any such adjustment, the number of
Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by the
Per Share Warrant Price in effect immediately after such adjustment.

                  1. EXERCISE OF WARRANT. (a) At any time or times during the
Exercise Period, the Holder may exercise this Warrant, in whole or in part, as
follows:




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                  (i) By presentation and surrender of this Warrant to the
         Company at the address set forth in Subsection 9(a) hereof, with the
         Subscription Form annexed hereto (or a reasonable facsimile thereof)
         duly executed and accompanied by payment of the Per Share Warrant
         Price for each Warrant Share to be purchased. Payment for Warrant
         Shares shall be made by cash, check payable to the order of the
         Company or by wire transfer to an account designated by the Company
         for such purpose; or

                  (ii) By presentation and surrender of this Warrant to the
         Company at the address set forth in Subsection 9(a) hereof, with a
         Cashless Exercise Form annexed hereto (or a reasonable facsimile
         thereof) duly executed (a "CASHLESS EXERCISE"). Such presentation and
         surrender shall be deemed a waiver of the Holder's obligation to pay
         all or any portion of the Aggregate Warrant Price. In the event of a
         Cashless Exercise, the Holder shall exchange its Warrant for that
         number of shares of Common Stock determined by multiplying the number
         of Warrant Shares being exercised by a fraction, the numerator of
         which shall be the difference between the then current market price
         per share of the Common Stock and the Per Share Warrant Price, and the
         denominator of which shall be the then current market price per share
         of Common Stock. For purposes of any computation under this Section
         1(a)(ii), the then current market price per share of Common Stock at
         any date shall be deemed to be the average for the five consecutive
         business days immediately prior to the Cashless Exercise of the daily
         closing prices of the Common Stock on the principal national
         securities exchange on which the Common Stock is admitted to trading
         or listed, or if not listed or admitted to trading on any such
         exchange, the closing prices as reported by the Nasdaq National
         Market, or if not then listed on the Nasdaq National Market, the
         average of the highest reported bid and lowest reported asked prices
         as reported by the National Association of Securities Dealers, Inc.
         Automated Quotations System ("NASDAQ") or if not then publicly traded,
         the fair market price of the Common Stock as determined by the Board
         of Directors.

                           (b) If this Warrant is exercised in part, this
Warrant must be exercised for a number of whole shares of the Common Stock, and
the Holder is entitled to receive a new Warrant covering the Warrant Shares
which have not been exercised and setting forth the proportionate part of the
Aggregate Warrant Price applicable to such Warrant Shares. Upon such surrender
of this Warrant, the Company will (i) issue a certificate or certificates, in
such denominations as are requested for delivery by the Holder, in the name of
the Holder for the largest number of whole shares of the Common Stock to which
the Holder shall be entitled and, if this Warrant is exercised in whole, in
lieu of any fractional share of the Common Stock to which the Holder shall be
entitled, pay to the Holder cash in an amount equal to the fair value of such
fractional share (determined in such reasonable manner as the Board of
Directors of the Company shall determine), and (ii) deliver the other
securities and properties receivable upon the exercise of this Warrant, or the
proportionate part thereof if this Warrant is exercisable in part, pursuant to
the provisions of this Warrant. The Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon


                                      -2-

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such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of Common
Stock shall not then be actually delivered to the Holder.

                  2. RESERVATION OF WARRANT SHARES; LISTING. The Company agrees
that, prior to the expiration of this Warrant, the Company will at all times
(a) have authorized and in reserve, and will keep available, solely for
issuance or delivery upon the exercise of this Warrant, the shares of the
Common Stock and other securities and properties as from time to time shall be
receivable upon the exercise of this Warrant, free and clear of all
restrictions on sale or transfer and free and clear of all preemptive rights
and rights of first refusal and (b) keep the shares of the Common Stock
receivable upon the exercise of this Warrant authorized for listing on such
exchange upon notice of issuance.

                   3. PROTECTION AGAINST DILUTION. (a) In case the Company
shall hereafter (i) pay a dividend or make a distribution on its capital stock
in shares of Common Stock, (ii) subdivide its outstanding shares of Common
Stock into a greater number of shares, (iii) combine its outstanding shares of
Common Stock into a smaller number of shares or (iv) issue by reclassification
of its Common Stock any shares of capital stock of the Company, the Per Share
Warrant Price shall be adjusted so that the Holder upon the exercise hereof
shall be entitled to receive the number of shares of Common Stock or other
capital stock of the Company which he would have owned immediately following
such action had such Warrant been exercised immediately prior thereto. An
adjustment made pursuant to this Subsection 3(a) shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.

                  (b) If, at any time or from time to time after the date of
this Warrant, the Company shall issue or distribute to the holders of shares of
Common Stock evidences of its indebtedness, any other securities of the Company
or any cash, property or other assets (excluding a subdivision, combination or
reclassification, or dividend or distribution payable in shares of Common
Stock, referred to in Subsection 3(a), and also excluding cash dividends or
cash distributions paid out of net profits legally available therefor if the
full amount thereof, together with the value of other dividends and
distributions made substantially concurrently therewith or pursuant to a plan
which includes payment thereof, is equivalent to not more than 5% of the
Company's net worth) (any such nonexcluded event being herein called a "SPECIAL
DIVIDEND"), the Per Share Warrant Price shall be adjusted by multiplying the
Per Share Warrant Price then in effect by a fraction, the numerator of which
shall be the then current market price of the Common Stock (defined as the
average for the five consecutive business days immediately prior to the record
date of the daily closing price of the Common Stock as reported by the national
securities exchange upon which the Common Stock is then listed or if not listed
on any such exchange, the average of the closing prices as reported by the
Nasdaq National Market, or if not then listed on the Nasdaq National Market,
the average of the highest reported bid and lowest reported


                                      -3-

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asked prices as reported by NASDAQ, or if not then publicly traded, the fair
market price as determined by the Company's Board of Directors) less the fair
market value (as determined by the Company's Board of Directors) of the
evidences of indebtedness, cash, securities or property, or other assets issued
or distributed in such Special Dividend applicable to one share of Common Stock
and the denominator of which shall be such then current market price per share
of Common Stock. An adjustment made pursuant to this Subsection 3(b) shall
become effective immediately after the record date of any such Special
Dividend.

                           (c) Except as provided in Subsection 3(e), in case
the Company shall hereafter issue or sell any shares of Common Stock for a
consideration per share less than the Per Share Warrant Price on the date of
such issuance or sale, the Per Share Warrant Price shall be adjusted as of the
date of such issuance or sale so that the same shall equal the price determined
by dividing (i) the sum of (A) the number of shares of Common Stock outstanding
immediately prior to such issuance or sale multiplied by the Per Share Warrant
Price plus (B) the consideration received by the Company upon such issuance or
sale by (ii) the total number of shares of Common Stock outstanding after such
issuance or sale.

                           (d) Except as provided in Subsections 3(b) and 3(e),
in case the Company shall hereafter issue or sell any rights, options, warrants
or securities convertible into Common Stock entitling the holders thereof to
purchase Common Stock or to convert such securities into Common Stock at a
price per share (determined by dividing (i) the total amount, if any, received
or receivable by the Company in consideration of the issuance or sale of such
rights, options, warrants or convertible securities plus the total
consideration, if any, payable to the Company upon exercise or conversion
thereof (the "TOTAL CONSIDERATION") by (ii) the number of additional shares of
Common Stock issuable upon exercise or conversion of such securities) less than
the then current Per Share Warrant Price in effect on the date of such issuance
or sale, the Per Share Warrant Price shall be adjusted as of the date of such
issuance or sale so that the same shall equal the price determined by dividing
(i) the sum of (A) the number of shares of Common Stock outstanding on the date
of such issuance or sale multiplied by the Per Share Warrant Price plus (B) the
Total Consideration by (ii) the number of shares of Common Stock outstanding on
the date of such issuance or sale plus the maximum number of additional shares
of Common Stock issuable upon exercise or conversion of such securities.

                           (e) No adjustment in the Per Share Warrant Price
shall be required in the case of (i) the issuance by the Company of options to
purchase shares of Common Stock pursuant to the Company's 1995 Stock Option
Plan and the Company's Non-Employee Directors Stock Option Plan and the
issuance by the Company of shares of Common Stock upon the exercise of such
options and (ii) the issuance by the Company of Common Stock pursuant to the
exercise of any Warrant.

                           (f) In case of any capital reorganization or
reclassification, or any consolidation or merger to which the Company is a
party other than a merger or


                                      -4-

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consolidation in which the Company is the continuing corporation, or in case of
any sale or conveyance to another entity of the property of the Company as an
entirety or substantially as an entirety, or in the case of any statutory
exchange of securities with another corporation (including any exchange
effected in connection with a merger of a third corporation into the Company),
the Holder of this Warrant shall have the right thereafter to receive on the
exercise of this Warrant the kind and amount of securities, cash or other
property which the Holder would have owned or have been entitled to receive
immediately after such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and in any such case, if necessary, appropriate adjustment shall be made in the
application of the provisions set forth in this Section 3 with respect to the
rights and interests thereafter of the Holder of this Warrant to the end that
the provisions set forth in this Section 3 shall thereafter correspondingly be
made applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant. The above provisions of this Subsection 3(f) shall similarly
apply to successive reorganizations, reclassifications, consolidations,
mergers, statutory exchanges, sales or conveyances. The issuer of any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant shall be responsible for all of the agreements and obligations of
the Company hereunder. Notice of any such reorganization, reclassification,
consolidation, merger, statutory exchange, sale or conveyance and of said
provisions so proposed to be made, shall be mailed to the Holders of the
Warrants not less than 20 days prior to such event. A sale of all or
substantially all of the assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation or merger for the
foregoing purposes.

                           (g) In case any event shall occur as to which the
other provisions of this Section 3 are not strictly applicable but as to which
the failure to make any adjustment would not fairly protect the purchase rights
represented by this Warrant in accordance with the essential intent and
principles hereof then, in each such case, the Holders of Warrants representing
the right to purchase a majority of the Warrant Shares subject to all
outstanding Warrants may appoint a firm of independent public accountants of
recognized national standing reasonably acceptable to the Company, which shall
give their opinion as to the adjustment, if any, on a basis consistent with the
essential intent and principles established herein, necessary to preserve the
purchase rights represented by the Warrants. Upon receipt of such opinion, the
Company will promptly mail a copy thereof to the Holder of this Warrant and
shall make the adjustments described therein. The fees and expenses of such
independent public accountants shall be borne by the Company.

                           (h) No adjustment in the Per Share Warrant Price
shall be required unless such adjustment would require an increase or decrease
of at least $0.10 per share of Common Stock; provided, however, that any
adjustments which by reason of this Subsection 3(h) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment;
provided further, however, that adjustments


                                      -5-

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shall be required and made in accordance with the provisions of this Section 3
(other than this Subsection 3(h)) not later than such time as may be required
in order to preserve the tax-free nature of a distribution to the Holder of
this Warrant or Common Stock issuable upon exercise hereof. All calculations
under this Section 3 shall be made to the nearest cent or to the nearest
1/l00th of a share, as the case may be. Anything in this Section 3 to the
contrary notwithstanding, the Company shall be entitled to make such reductions
in the Per Share Warrant Price, in addition to those required by this Section
3, as it in its discretion shall deem to be advisable in order that any stock
dividend, subdivision of shares or distribution of rights to purchase stock or
securities convertible or exchangeable for stock hereafter made by the Company
to its stockholders shall not be taxable.

                           (i) Whenever the Per Share Warrant Price is adjusted
as provided in this Section 3 and upon any modification of the rights of a
Holder of Warrants in accordance with this Section 3, the Company shall
promptly obtain, at its expense, a certificate of a firm of independent public
accountants of recognized standing selected by the Board of Directors (who may
be the regular auditors of the Company) setting forth the Per Share Warrant
Price and the number of Warrant Shares after such adjustment or the effect of
such modification, a brief statement of the facts requiring such adjustment or
modification and the manner of computing the same and cause copies of such
certificate to be mailed to the Holders of the Warrants.

                           (j) If the Board of Directors of the Company shall
(i) declare any dividend or other distribution with respect to the Common
Stock, other than a cash dividend subject to the first parenthetical in
Subsection 3(b), (ii) offer to the holders of shares of Common Stock any
additional shares of Common Stock, any securities convertible into or
exercisable for shares of Common Stock or any rights to subscribe thereto, or
(iii) propose a dissolution, liquidation or winding up of the Company, the
Company shall mail notice thereof to the Holders of the Warrants not less than
15 days prior to the record date fixed for determining stockholders entitled to
participate in such dividend, distribution, offer or subscription right or to
vote on such dissolution, liquidation or winding up.

                           (k) If, as a result of an adjustment made pursuant
to this Section 3, the Holder of any Warrant thereafter surrendered for
exercise shall become entitled to receive shares of two or more classes of
capital stock or shares of Common Stock and other capital stock of the Company,
the Board of Directors (whose determination shall be conclusive and shall be
described in a written notice to the Holder of any Warrant promptly after such
adjustment) shall determine the allocation of the adjusted Per Share Warrant
Price between or among shares or such classes of capital stock or shares of
Common Stock and other capital stock.

                  4. FULLY PAID STOCK; TAXES. The Company agrees that the
shares of the Common Stock represented by each and every certificate for
Warrant Shares delivered on the exercise of this Warrant shall, at the time of
such delivery, be validly issued and outstanding, fully paid and nonassessable,
and not subject to preemptive


                                      -6-

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rights or rights of first refusal, and the Company will take all such actions
as may be necessary to assure that the par value or stated value, if any, per
share of the Common Stock is at all times equal to or less than the then Per
Share Warrant Price. The Company further covenants and agrees that it will pay,
when due and payable, any and all Federal and state stamp, original issue or
similar taxes which may be payable in respect of the issue of any Warrant Share
or certificate therefor.

                   5. EARLIER EXERCISE UPON AN ACCELERATING EVENT.
Notwithstanding anything to the contrary contained herein, at any time during
the period commencing on or after the occurrence of an Accelerating Event and
ending at 5:00 p.m., New York City time, on December 26, 2002, the Holder
(which term, for purposes of this Section 5, shall include any of the heirs,
successors or assigns of a Holder, as provided in Section 6 hereof) of any
Warrant shall be entitled to purchase, in whole or in part, the Warrant Shares
(or such other kind and amount of securities, cash or property as may be
purchasable in substitution therefor as provided in Subsection 3(f) or (g)
above) provided for in said Warrant, for the purchase price and under the terms
contained herein. For purposes of this Warrant, the term "Accelerating Event"
shall mean and include any of the following: (i) the sale by the Company of any
of its securities, whether debt or equity, to any person, entity or group of
persons or entities, in one transaction or a series of related transactions,
resulting in gross proceeds to the Company of not less than $20 million, or any
other form of investment in the Company (in one transaction or a series of
related transactions) by any person, entity or group of not less than $20
million; or (ii) the reorganization, merger, combination, share exchange or
consolidation of the Company with or into another corporation, or the merger,
reorganization, combination, share exchange or consolidation of another
corporation into the Company, with the effect that, immediately after such
transaction, either (X) the stockholders of the Company in existence
immediately prior to the transaction shall hold less than 80% of either (a) the
equity ownership of the then outstanding securities of the surviving
corporation or (b) the combined voting power of the then outstanding securities
of the surviving corporation having the right to vote generally in the election
of directors, or (Y) any person, entity or group of persons or entities shall
have become the beneficial owner of securities of the surviving corporation of
such transaction representing 20% or more of either (a) the equity ownership of
the then outstanding securities of the surviving corporation or (b) the
combined voting power of the then outstanding securities of the surviving
corporation having the right to vote generally in the election of directors, or
(Z) a change in control, directly or indirectly, of the Company shall have
occurred; or (iii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all
the assets of the Company to any person, entity or group of persons or
entities; or (iv) the death of Holder or disability (mental or physical) for a
period of ninety consecutive days of Holder; or (v) the occurrence of any event
or issuance of any securities contemplated by the provisions of this Section 5
but not expressly provided for herein.

                  6. LIMITED TRANSFERABILITY. This Warrant may not be sold,
transferred, assigned or hypothecated by the Holder except in compliance with
the provisions of the


                                      -7-

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Act. The Company may treat the registered Holder of this Warrant as he or it
appears on the Company's books at any time as the Holder for all purposes. The
Company shall permit any Holder of a Warrant or his duly authorized attorney,
upon written request during ordinary business hours, to inspect and copy or
make extracts from its books showing the registered holders of Warrants. All
Warrants issued upon the transfer or assignment of this Warrant will be dated
the same date as this Warrant, and all rights of the Holder thereof shall be
identical to those of the Holder. Notwithstanding the foregoing, this Warrant
may be transferred, by will, laws of decedent and distribution, or by operation
of law, to and may be exercised by, the heirs, successors, assigns and/or legal
representatives of Holder (as if any such person or entity were the Holder
hereof) upon the Holder's death or disability.

                   7. LOSS, ETC., OF WARRANT. Upon receipt of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to the Company, if lost,
stolen or destroyed, and upon surrender and cancellation of this Warrant, if
mutilated, the Company shall execute and deliver to the Holder a new Warrant of
like date, tenor and denomination.

                   8. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise
provided herein, this Warrant does not confer upon the Holder any right to vote
or to consent to or receive notice as a stockholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or liabilities as a
stockholder, prior to the exercise hereof.

                   9. NOTICES. All notices and other communications required or
permitted to be given under this Warrant shall be in writing and shall be
deemed to have been duly given if delivered personally or by facsimile
transmission, or sent by recognized overnight courier or by certified mail,
return receipt requested, postage paid, to the parties hereto as follows:

                           (a) if to the Company at 1735 Jersey Avenue, North
                  Brunswick, New Jersey 08902, Att.: President, facsimile no.
                  (732 246-8833), or such other address as the Company has
                  designated in writing to the Holder,

                           (b) if to the Holder at 1520 South Ocean Boulevard,
                  Palm Beach, Florida 33480, facsimile no. (561) 659-7995 or
                  such other address or facsimile number as the Holder has
                  designated in writing to the Company.

                  10. HEADINGS. The headings of this Warrant have been inserted
as a matter of convenience and shall not affect the construction hereof.

                  11. APPLICABLE LAW. This Warrant shall be governed by and
construed in accordance with the law of the State of New York without giving
effect to the principles of conflicts of law thereof.




                                      -8-

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                  IN WITNESS WHEREOF, USA Detergents, Inc. has caused this
Warrant to be signed by its Chief Executive Officer and its corporate seal to
be hereunto affixed and attested by its Secretary as of this 26th day of
December, 1997.


                                 USA DETERGENTS, INC.



                                 By: /s/ Uri Evan
                                     --------------------------------------
                                        Uri Evan, Chief Executive Officer

ATTEST:
      Daniel Bergman
-------------------------------------
         Secretary

[Corporate Seal]


                                      -9-

<PAGE>




                                   ASSIGNMENT


                  FOR VALUE RECEIVED ____________________________ hereby sells,
assigns and transfers unto __________________________ the foregoing Warrant and
all rights evidenced thereby, and does irrevocably constitute and appoint
_______________________, attorney, to transfer said Warrant on the books of
_________________________.

Dated: ________________________    Signature:___________________________

                                   Address: ____________________________



                               PARTIAL ASSIGNMENT


                  FOR VALUE RECEIVED __________________________ hereby assigns
and transfers unto ____________________________ the right to purchase
______________ shares of the Common Stock of _________________________ covered
by the foregoing Warrant, and a proportionate part of said Warrant and the
rights evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer that part of said Warrant on the
books of ______________________________.

Dated: ________________________    Signature:___________________________

                                   Address: ____________________________




                                      -10-

<PAGE>




                               SUBSCRIPTION FORM
     (To be executed upon exercise of Warrant pursuant to Section 1 (a)(i))


                  The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within Warrant for, and to purchase
thereunder, ______________ shares of Common Stock, as provided for in Section
1(a)(i), and tenders herewith payment of the purchase price in full in the form
of cash, check or wire transfer in the amount of $___________.

                  Please issue a certificate or certificates for such Common
Stock in the name of, and pay any cash for any fractional share to:

                                   Name
                                       --------------------------------------

                                   (Please Print Name, Address and Social
                                   Security No.)

                                   Address
                                          -----------------------------------

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



                                   Social
                                         ------------------------------------
                                   Security Number

                                   Signature
                                             --------------------------------
                                   NOTE:             The above signature
                                                     should correspond exactly
                                                     with the name on the first
                                                     page of this Warrant or
                                                     with the name of the
                                                     assignee appearing in the
                                                     assignment form below.

                                   Date
                                        -------------------------------------


                  And if said number of shares shall not be all the shares
purchasable under the within Warrant, a new Warrant is to be issued in the name
of said undersigned for the balance remaining of the shares purchasable
thereunder.




                                      -11-

<PAGE>



                             CASHLESS EXERCISE FORM
                    (To be executed upon exercise of Warrant
                         pursuant to Section 1(a)(ii))


                  The undersigned hereby irrevocably elects to surrender
_________ shares purchasable under this Warrant for such shares of Common Stock
issuable in exchange therefor pursuant to the Cashless Exercise provisions of
the within Warrant, as provided for in Section 1(a)(ii) of such Warrant.

                  Please issue a certificate or certificates for such Common
Stock in the name of, and pay cash for fractional shares to:

                                   Name
                                       --------------------------------------

                                   (Please Print Name, Address and Social
                                   Security No.)

                                   Address
                                          -----------------------------------

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



                                   Social
                                         ------------------------------------
                                   Security Number

                                   Signature
                                             --------------------------------
                                   NOTE:             The above signature
                                                     should correspond exactly
                                                     with the name on the first
                                                     page of this Warrant or
                                                     with the name of the
                                                     assignee appearing in the
                                                     assignment form below.

                                   Date
                                        -------------------------------------


                  And if said number of shares shall not be all the shares
exchangeable or purchasable under the within Warrant, a new Warrant is to be
issued in the name of the undersigned for the balance remaining of the shares
purchasable thereunder.



                                      -12-