THIS WARRANT AND THE SHARES OF COMMON STOCK  ISSUABLE UPON THE EXERCISE
HEREOF HAVE NOT BEEN  REGISTERED  UNDER EITHER THE  SECURITIES  ACT OF 1933 (THE
"ACT") OR APPLICABLE  STATE  SECURITIES LAWS (THE "STATE ACTS") AND SHALL NOT BE
SOLD, PLEDGED,  HYPOTHECATED,  DONATED OR OTHERWISE  TRANSFERRED (WHETHER OR NOT
FOR CONSIDERATION) BY THE HOLDER EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT
OR (ii) (OTHER  THAN A SALE OR TRANSFER IN WHOLE OR IN PART,  TO ANY OF HOLDER'S
OFFICERS, DIRECTORS OR AFFILIATES, ANY OFFICER OR DIRECTOR OF ANY SUCH AFFILIATE
OR ANY MEMBER OF THE IMMEDIATE  FAMILY OF ANY SUCH OFFICER OR DIRECTOR) UPON THE
ISSUANCE TO THE COMPANY OF A FAVORABLE  OPINION OF COUNSEL OR  SUBMISSION TO THE
COMPANY OF SUCH EVIDENCE AS MAY BE  SATISFACTORY  TO COUNSEL TO THE COMPANY,  IN
EACH SUCH CASE, TO THE EFFECT THAT ANY SUCH  TRANSFER  SHALL NOT BE IN VIOLATION
OF THE ACT AND THE STATE ACTS.

              Void after 5:00 p.m. New York Time, on May 21, 2001.
               Warrant to Purchase 200,000 Shares of Common Stock.

                        WARRANT TO PURCHASE COMMON STOCK

                                       OF

                            NEWS COMMUNICATIONS, INC.

                  This is to  Certify  That,  FOR  VALUE  RECEIVED,  D.H.  Blair
Investment Banking Corp. or assigns ("Holder"), is entitled to purchase, subject
to the  provisions of this  Warrant,  from NEWS  COMMUNICATIONS,  INC., a Nevada
corporation  ("Company"),  Two Hundred  Thousand  (200,000) fully paid,  validly
issued and  nonassessable  shares of Common Stock,  par value $.01 per share, of
the Company  ("Common  Stock") at a price of $2.50 per share at any time or from
time to time during the period from May 21, 1996 to May 21, 2001,  but not later
than 5:00 p.m.  New York City  Time,  on May 21,  2001.  The number of shares of
Common  Stock to be received  upon the exercise of this Warrant and the price to
be paid for each  share of  Common  Stock may be  adjusted  from time to time as
hereinafter  set  forth.  The  shares  of  Common  Stock  deliverable  upon such
exercise,  and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant  Shares"  and the  exercise  price of a share of Common  Stock in
effect at any time and as adjusted  from time to time is  hereinafter  sometimes
referred to as the "Exercise Price".


                                                     

<PAGE>



                  (a)   EXERCISE OF WARRANT.

                        (1) This Warrant may be exercised in whole or in part at
any time or from  time to time on or after May 21,  1996 and until May 21,  2001
(the  "Exercise  Period"),  subject to the  provisions of Section (j)(2) hereof;
provided,  however,  that  (i) if  either  such  day is a day on  which  banking
institutions  in the State of New York are  authorized by law to close,  then on
the next  succeeding day which shall not be such a day, and (ii) in the event of
any merger, consolidation or sale of substantially all the assets of the Company
as an entirety,  resulting in any  distribution  to the Company's  stockholders,
prior to May 21, 2001,  the Holder shall have the right to exercise this Warrant
commencing  at such time through May 21, 2001 into the kind and amount of shares
of stock and other  securities  and property  (including  cash)  receivable by a
holder of the number of shares of Common  Stock into  which this  Warrant  might
have been exercisable  immediately prior thereto.  This Warrant may be exercised
by presentation and surrender hereof to the Company at its principal  office, or
at the  office of its stock  transfer  agent,  if any,  with the  Purchase  Form
annexed  hereto duly executed and  accompanied  by payment of the Exercise Price
for the number of Warrant Shares  specified in such form. As soon as practicable
after each such exercise of the Warrants, but not later than seven (7) days from
the date of such  exercise,  the Company shall issue and deliver to the Holder a
certificate or certificate  for the Warrant Shares  issuable upon such exercise,
registered in the name of the Holder or its designee.  If this Warrant should be
exercised in part only,  the Company  shall,  upon surrender of this Warrant for
cancellation,  execute and deliver a new  Warrant  evidencing  the rights of the
Holder  thereof to  purchase  the  balance  of the  Warrant  Shares  purchasable
thereunder. Upon receipt by the Company of this Warrant at its office, or by the
stock transfer agent of the Company at its office,  in proper form for exercise,
the  Holder  shall be deemed to be the  holder of record of the shares of Common
Stock issuable upon 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 physically delivered to the Holder.

                  (2) At any time during the Exercise Period, the Holder may, at
its option,  exchange this Warrant, in whole or in part (a "Warrant  Exchange"),
into the number of Warrant  Shares  determined in  accordance  with this Section
(a)(2),  by surrendering  this Warrant at the principal office of the Company or
at the office of its stock transfer agent,  accompanied by a notice stating such
Holder's  intent to effect  such  exchange,  the number of Warrant  Shares to be
exchanged and the date on which the Holder  requests that such Warrant  Exchange
occur (the "Notice of Exchange").  The Warrant  Exchange shall take place on the
date  specified in the Notice of Exchange  or, if later,  the date the Notice of
Exchange is received by the Company (the "Exchange Date").  Certificates for the
shares issuable upon such Warrant Exchange and, if applicable,  a new warrant of
like  tenor  evidencing  the  balance of the  shares  remaining  subject to this
Warrant,  shall be issued as of the  Exchange  Date and  delivered to the Holder
within  seven (7) days  following  the Exchange  Date.  In  connection  with any
Warrant  Exchange,  this Warrant shall  represent the right to subscribe for and
acquire the number of Warrant Shares (rounded to

                                              
                                        2

<PAGE>

the next highest integer) equal to (i) the number of Warrant Shares specified by
the Holder in its Notice of Exchange  (the "Total  Number") less (ii) the number
of Warrant Shares equal to the quotient  obtained by dividing (A) the product of
the Total Number and the existing Exercise Price by (B) the current market value
of a share of Common  Stock.  Current  market  value  shall have the meaning set
forth Section (c) below,  except that for purposes hereof, the date of exercise,
as used in such Section (c), shall mean the Exchange Date.

                  (b)  RESERVATION  AND LISTING OF SHARES.  The Company shall at
all times  reserve for issuance  and/or  delivery  upon exercise of this Warrant
such number of shares of its Common  Stock as shall be required for issuance and
delivery upon  exercise of the  Warrants.  The Company will at all times use its
best  efforts to maintain  the listing of the Common Stock on NASDAQ and to list
the Warrant Shares upon the exercise of this Warrant.

                  (c)  FRACTIONAL   SHARES.   No  fractional  shares  or  script
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  With  respect to any  fraction of a share called for upon any exercise
hereof,  the  Company  shall pay to the  Holder an amount in cash  equal to such
fraction  multiplied  by the  current  market  value of a share,  determined  as
follows:

                           (1) If the  Common  Stock  is  listed  on a  National
                  Securities Exchange or admitted to unlisted trading privileges
                  on such  exchange or listed for trading on the Nasdaq  system,
                  the current market value shall be the last reported sale price
                  of the  Common  Stock on such  exchange  or system on the last
                  business  day prior to the date of exercise of this Warrant or
                  if no such sale is made on such day,  the average  closing bid
                  and asked prices for such day on such exchange or system; or

                           (2) If the Common  Stock is not so listed or admitted
                  to unlisted trading privileges, the current market value shall
                  be the mean of the last reported bid and asked prices reported
                  by the National  Quotation  Bureau,  Inc. on the last business
                  day prior to the date of the exercise of this Warrant; or

                           (3) If the Common  Stock is not so listed or admitted
                  to unlisted  trading  privileges  and bid and asked prices are
                  not so reported,  the current market value shall be an amount,
                  not less than  book  value  thereof  as at the end of the most
                  recent fiscal year of the Company  ending prior to the date of
                  the exercise of the  Warrant,  determined  in such  reasonable
                  manner as may be  prescribed  by the Board of Directors of the
                  Company.

                  (d)      EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation  and surrender  hereof to the Company or at the office of its stock
transfer agent, if any, for other warrants of different  denominations entitling
the holder thereof to purchase in the aggregate the
                   
                                        3

<PAGE>

same number of shares of Common Stock purchasable  hereunder.  Upon surrender of
this  Warrant  to the  Company at its  principal  office or at the office of its
stock  transfer  agent,  if any, with the  Assignment  Form annexed  hereto duly
executed  and funds  sufficient  to pay any  transfer  tax,  the Company  shall,
without  charge,  execute and deliver a new Warrant in the name of the  assignee
named in such  instrument  of  assignment  and this  Warrant  shall  promptly be
cancelled.  This Warrant may be divided or combined  with other  warrants  which
carry the same rights upon  presentation  hereof at the principal  office of the
Company or at the office of its stock transfer  agent,  if any,  together with a
written notice  specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof.  The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged.  Upon
receipt  by the  Company  of  evidence  satisfactory  to it of the loss,  theft,
destruction  or mutilation of this Warrant,  and (in the case of loss,  theft or
destruction) of reasonably satisfactory indemnification,  and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new  Warrant  of like  tenor  and  date.  Any such new  Warrant  executed  and
delivered shall constitute an additional  contractual  obligation on the part of
the  Company,  whether  or not this  Warrant  so  lost,  stolen,  destroyed,  or
mutilated shall be at any time enforceable by anyone.

                  (e)  RIGHTS OF THE  HOLDER.  The Holder  shall not,  by virtue
hereof, be entitled to any rights of a shareholder in the Company, either at law
or equity,  and the rights of the Holder are limited to those  expressed  in the
Warrant and are not  enforceable  against  the Company  except to the extent set
forth herein.

                  (f) ANTI-DILUTION PROVISIONS.  The Exercise Price in effect at
any time and the number and kind of securities  purchasable upon the exercise of
the Warrants shall be subject to adjustment from time to time upon the happening
of certain events as follows:

                           (1) In case the Company  shall (i) declare a dividend
                  or make a  distribution  on its  outstanding  shares of Common
                  Stock in shares of Common Stock,  (ii) subdivide or reclassify
                  its  outstanding  shares of Common Stock into a greater number
                  of shares,  or (iii)  combine or  reclassify  its  outstanding
                  shares of Common  Stock into a smaller  number of shares,  the
                  Exercise  Price in effect at the time of the  record  date for
                  such dividend or distribution or of the effective date of such
                  subdivision, combination or reclassification shall be adjusted
                  so that it shall equal the price determined by multiplying the
                  Exercise Price by a fraction,  the  denominator of which shall
                  be the  number of shares of  Common  Stock  outstanding  after
                  giving effect to such action, and the numerator of which shall
                  be  the   number  of  shares  of  Common   Stock   outstanding
                  immediately  prior to such action.  Such  adjustment  shall be
                  made successively whenever any event listed above shall occur.

  
                                        4

<PAGE>

                           (2) In case the  Company  shall fix a record date for
                  the  issuance  of rights or  warrants  to all  holders  of its
                  Common  Stock  entitling  them to  subscribe  for or  purchase
                  shares of Common Stock (or securities  convertible into Common
                  Stock) at a price  (the  "Subscription  Price")  (or  having a
                  conversion price per share) less than the current market price
                  of the Common  Stock (as defined in  Subsection  (8) below) on
                  the record date  mentioned  below,  or less than the  Exercise
                  Price on such record date the Exercise Price shall be adjusted
                  so that the  same  shall  equal  the  lower  of (i) the  price
                  determined  by  multiplying   the  Exercise  Price  in  effect
                  immediately  prior to the date of such issuance by a fraction,
                  the  numerator  of  which  shall be the sum of the  number  of
                  shares  of  Common  Stock   outstanding  on  the  record  date
                  mentioned below and the number of additional  shares of Common
                  Stock which the aggregate  offering  price of the total number
                  of  shares  of  Common  Stock  so  offered  (or the  aggregate
                  conversion  price of the  convertible  securities  so offered)
                  would  purchase at such current  market price per share of the
                  Common Stock, and the denominator of which shall be the sum of
                  the  number  of shares of  Common  Stock  outstanding  on such
                  record  date and the  number  of  additional  shares of Common
                  Stock offered for  subscription or purchase (or into which the
                  convertible  securities so offered are convertible) or (ii) in
                  the event the  Subscription  Price is equal to or higher  than
                  the current market price but is less than the Exercise  Price,
                  the price  determined  by  multiplying  the Exercise  Price in
                  effect  immediately  prior  to  the  date  of  issuance  by  a
                  fraction,  the  numerator  of  which  shall  be the sum of the
                  number of shares  outstanding  on the  record  date  mentioned
                  below and the  number  of  additional  shares of Common  Stock
                  which the  aggregate  offering  price of the  total  number of
                  shares of Common Stock so offered (or the aggregate conversion
                  price of the convertible securities so offered) would purchase
                  at the Exercise Price in effect  immediately prior to the date
                  of such  issuance,  and the  denominator of which shall be the
                  sum of the number of shares of Common Stock outstanding on the
                  record  date  mentioned  below and the  number  of  additional
                  shares of Common Stock  offered for  subscription  or purchase
                  (or into  which the  convertible  securities  so  offered  are
                  convertible).  Such  adjustment  shall  be  made  successively
                  whenever  such rights or warrants  are issued and shall become
                  effective   immediately   after  the   record   date  for  the
                  determination of shareholders  entitled to receive such rights
                  or warrants; and to the extent that shares of Common Stock are
                  not delivered (or securities convertible into Common Stock are
                  not delivered) after the expiration of such rights or warrants
                  the Exercise  Price shall be readjusted to the Exercise  Price
                  which  would then be in effect had the  adjustments  made upon
                  the  issuance of such  rights or  warrants  been made upon the
                  basis of delivery of only the number of shares of Common Stock
                  (or  securities   convertible   into  Common  Stock)  actually
                  delivered.

                                        5

<PAGE>

                           (3) In case the Company shall hereafter distribute to
                  the holders of its Common Stock evidences of its  indebtedness
                  or assets  (excluding  cash  dividends  or  distributions  and
                  dividends  or  distributions  referred  to in  Subsection  (1)
                  above) or  subscription  rights or warrants  (excluding  those
                  referred to in Subsection  (2) above),  then in each such case
                  the Exercise Price in effect thereafter shall be determined by
                  multiplying  the Exercise  Price in effect  immediately  prior
                  thereto by a  fraction,  the  numerator  of which shall be the
                  total number of shares of Common Stock outstanding  multiplied
                  by the  current  market  price per  share of Common  Stock (as
                  defined in Subsection  (8) below),  less the fair market value
                  (as  determined by the  Company's  Board of Directors) of said
                  assets or evidences of  indebtedness so distributed or of such
                  rights or warrants,  and the denominator of which shall be the
                  total number of shares of Common Stock outstanding  multiplied
                  by such current  market price per share of Common Stock.  Such
                  adjustment shall be made  successively  whenever such a record
                  date is fixed. Such adjustment shall be made whenever any such
                  distribution  is made and shall become  effective  immediately
                  after the record date for the  determination  of  shareholders
                  entitled to receive such distribution.

                           (4) In case the  Company  shall  issue  shares of its
                  Common  Stock  [excluding  shares  issued  (i)  in  any of the
                  transactions  described  in  Subsection  (1) above,  (ii) upon
                  exercise of options granted to the Company's employees under a
                  plan or plans adopted by the Company's  Board of Directors and
                  approved by its  shareholders,  if such shares would otherwise
                  be included in this  Subsection  (4),  (but only to the extent
                  that the aggregate number of shares excluded hereby and issued
                  after the date  hereof,  shall not exceed 5% of the  Company's
                  Common Stock  outstanding at the time of any issuance),  (iii)
                  upon exercise of options and warrants  outstanding  at May 21,
                  1996, and this Warrant (iv) to shareholders of any corporation
                  which  merges  into the Company in  proportion  to their stock
                  holdings of such corporation immediately prior to such merger,
                  upon such merger, or (v) issued in a bona fide public offering
                  pursuant  to a firm  commitment  underwriting,  but only if no
                  adjustment  is  required   pursuant  to  any  other   specific
                  subsection  of this Section (f) (without  regard to Subsection
                  (9) below) with respect to the transaction giving rise to such
                  rights] for a consideration  per share (the "Offering  Price")
                  less than the  current  market  price per share [as defined in
                  Subsection  (8)  below]  on the date  the  Company  fixes  the
                  offering  price of such  additional  shares  or less  than the
                  Exercise   Price,   the  Exercise   Price  shall  be  adjusted
                  immediately thereafter so that it shall equal the lower of (i)
                  the price  determined  by  multiplying  the Exercise  Price in
                  effect immediately prior thereto by a fraction,  the numerator
                  of which  shall be the sum of the  number  of shares of Common
                  Stock  outstanding  immediately  prior to the issuance of such
                  additional  shares  and the  number of shares of Common  Stock
                  which the  aggregate  consideration  received  [determined  as
                  provided in Subsection (7) below] for the

                                       
                                        6

<PAGE>

                  issuance  of such  additional  shares  would  purchase at such
                  current  market  price  per  share of  Common  Stock,  and the
                  denominator  of which  shall be the number of shares of Common
                  Stock  outstanding  immediately  after  the  issuance  of such
                  additional  shares or (ii) in the event the Offering  Price is
                  equal to or higher than the current market price per share but
                  less  than  the  Exercise  Price,   the  price  determined  by
                  multiplying the Exercise Price in effect  immediately prior to
                  the date of  issuance by a fraction,  the  numerator  of which
                  shall be the  number of shares  of  Common  Stock  outstanding
                  immediately  prior to the issuance of such  additional  shares
                  and the number of shares of Common  Stock which the  aggregate
                  consideration  received  [determined as provided in subsection
                  (7) below] for the  issuance of such  additional  shares would
                  purchase at the Exercise Price in effect  immediately prior to
                  the date of such issuance,  and the denominator of which shall
                  be  the   number  of  shares  of  Common   Stock   outstanding
                  immediately after the issuance of such additional shares. Such
                  adjustment  shall  be  made  successively   whenever  such  an
                  issuance is made.

                           (5) In case the Company  shall  issue any  securities
                  convertible   into  or  exchangeable   for  its  Common  Stock
                  [excluding  securities  issued in  transactions  described  in
                  Subsections (2) and (3) above] for a  consideration  per share
                  of Common Stock (the "Conversion Price") initially deliverable
                  upon conversion or exchange of such securities  [determined as
                  provided in Subsection (7) below] less than the current market
                  price per share [as defined in Subsection (8) below] in effect
                  immediately prior to the issuance of such securities,  or less
                  than the Exercise Price,  the Exercise Price shall be adjusted
                  immediately thereafter so that it shall equal the lower of (i)
                  the price  determined  by  multiplying  the Exercise  Price in
                  effect immediately prior thereto by a fraction,  the numerator
                  of which  shall be the sum of the  number  of shares of Common
                  Stock  outstanding  immediately  prior to the issuance of such
                  securities  and the number of shares of Common Stock which the
                  aggregate  consideration  received  [determined as provided in
                  Subsection  (7) below] for such  securities  would purchase at
                  such current  market price per share of Common Stock,  and the
                  denominator  of which shall be the sum of the number of shares
                  of Common Stock outstanding immediately prior to such issuance
                  and the  maximum  number  of  shares  of  Common  Stock of the
                  Company deliverable upon conversion of or in exchange for such
                  securities at the initial conversion or exchange price or rate
                  or (ii) in the  event  the  Conversion  Price  is  equal to or
                  higher than the current  market  price per share but less than
                  the Exercise  Price,  the price  determined by multiplying the
                  Exercise  Price  in  effect  immediately  prior to the date of
                  issuance by a fraction,  the  numerator  of which shall be the
                  sum of the number of shares  outstanding  immediately prior to
                  the  issuance of such  securities  and the number of shares of
                  Common  Stock  which  the  aggregate   consideration  received
                  [determined  as  provided  in  subsection  (7) below] for such
                  securities would purchase at the

                                                  
                                        7

<PAGE>

                  Exercise Price in effect immediately prior to the date of such
                  issuance, and the denominator of which shall be the sum of the
                  number of shares of Common Stock outstanding immediately prior
                  to the issuance of such  securities  and the maximum number of
                  shares  of  Common  Stock  of  the  Company  deliverable  upon
                  conversion  of or in  exchange  for  such  securities  at  the
                  initial  conversion or exchange price or rate. Such adjustment
                  shall be made successively whenever such an issuance is made.

                           (6) Whenever the Exercise Price payable upon exercise
                  of each Warrant is adjusted  pursuant to Subsections (1), (2),
                  (3),  (4) and (5) above or Section  (9)  below,  the number of
                  Shares   purchasable  upon  exercise  of  this  Warrant  shall
                  simultaneously be adjusted by multiplying the number of Shares
                  initially  issuable  upon  exercise  of  this  Warrant  by the
                  Exercise  Price in effect on the date hereof and  dividing the
                  product so obtained by the Exercise Price, as adjusted.

                           (7)  For  purposes  of  any  computation   respecting
                  consideration  received  pursuant to  Subsections  (4) and (5)
                  above, the following shall apply:

                                    (A) in the case of the issuance of shares of
                           Common Stock for cash, the consideration shall be the
                           amount of such cash,  provided  that in no case shall
                           any deduction be made for any commissions,  discounts
                           or other  expenses  incurred  by the  Company for any
                           underwriting  of the issue or otherwise in connection
                           therewith;

                                    (B) in the case of the issuance of shares of
                           Common Stock for a consideration  in whole or in part
                           other than cash,  the  consideration  other than cash
                           shall be deemed to be the fair market  value  thereof
                           as determined in good faith by the Board of Directors
                           of  the  Company   (irrespective  of  the  accounting
                           treatment  thereof),  whose  determination  shall  be
                           conclusive; and

                                    (C)  in  the   case  of  the   issuance   of
                           securities   convertible  into  or  exchangeable  for
                           shares of Common Stock,  the aggregate  consideration
                           received   therefor   shall  be   deemed  to  be  the
                           consideration   received   by  the  Company  for  the
                           issuance  of  such  securities  plus  the  additional
                           minimum consideration,  if any, to be received by the
                           Company upon the conversion or exchange  thereof [the
                           consideration  in each case to be  determined  in the
                           same  manner as  provided  in clauses  (A) and (B) of
                           this Subsection (7)].

                           (8)  For  the  purpose  of  any   computation   under
                  Subsections  (2), (3), (4) and (5) above,  the current  market
                  price per share of Common Stock at any date

                                         
                                        8

<PAGE>

                  shall be  deemed  to be the  lower of (i) the  average  of the
                  daily closing prices for 30  consecutive  business days before
                  such  date or (ii)  the  closing  price  on the  business  day
                  immediately  preceding  such date.  The closing price for each
                  day shall be the last sale  price  regular  way or, in case no
                  such reported sale takes place on such day, the average of the
                  last reported bid and asked prices regular way, in either case
                  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 such exchange, the average of
                  the highest  reported bid and lowest  reported asked prices as
                  reported by Nasdaq, or other similar organization if Nasdaq is
                  no longer reporting such information,  or if not so available,
                  the fair market price as determined by the Board of Directors.

                           (9) No  adjustment  in the  Exercise  Price  shall be
                  required unless such  adjustment  would require an increase or
                  decrease  of at  least  five  cents  ($0.05)  in  such  price;
                  provided,  however,  that any  adjustments  which by reason of
                  this  Subsection  (9) are not  required  to be made  shall  be
                  carried  forward  and taken  into  account  in any  subsequent
                  adjustment  required to be made  hereunder.  All  calculations
                  under this Section (f) shall be made to the nearest cent or to
                  the  nearest  one-hundredth  of a  share,  as the case may be.
                  Anything in this Section (f) to the contrary  notwithstanding,
                  the Company shall be entitled,  but shall not be required,  to
                  make such changes in the Exercise  Price, in addition to those
                  required by this  Section (f), as it shall  determine,  in its
                  sole discretion, to be advisable in order that any dividend or
                  distribution  in shares of Common Stock,  or any  subdivision,
                  reclassification  or  combination  of Common Stock,  hereafter
                  made by the Company shall not result in any Federal Income tax
                  liability  to  the  holders  of  Common  Stock  or  securities
                  convertible into Common Stock (including Warrants).

                           (10)  Whenever  the Exercise  Price is  adjusted,  as
                  herein provided,  the Company shall promptly but no later than
                  10 days  after  any  request  for  such an  adjustment  by the
                  Holder,  cause a notice  setting  forth the adjusted  Exercise
                  Price and adjusted  number of Shares issuable upon exercise of
                  each Warrant,  and, if requested,  information  describing the
                  transactions giving rise to such adjustments,  to be mailed to
                  the Holders at their last  addresses  appearing in the Warrant
                  Register,  and shall  cause a  certified  copy  thereof  to be
                  mailed to its transfer agent, if any. In the event the Company
                  does not provide  the Holder with such notice and  information
                  within   10   days  of  a   request   by  the   Holder,   then
                  notwithstanding  the  provisions  of  this  Section  (f),  the
                  Exercise  Price  shall be  immediately  adjusted  to equal the
                  lowest Offering Price, Subscription Price or Conversion Price,
                  as applicable,  since the date of this Warrant, and the number
                  of shares  issuable  upon  exercise of this  Warrant  shall be
                  adjusted  accordingly.  The  Company  may  retain  a  firm  of
                  independent certified public accountants selected by the Board
                  
                                                        
                                       9

<PAGE>

                  of Directors (who may be  the regular accountants employed  by
                  the Company) to make any computation required by  this Section
                  (f), and a certificate signed by such firm shall be conclusive
                  evidence of the correctness of such adjustment.

                           (11) In the event that at any time, as a result of an
                  adjustment  made pursuant to Subsection (1) above,  the Holder
                  of this Warrant  thereafter  shall become  entitled to receive
                  any shares of the Company, other than Common Stock, thereafter
                  the number of such other shares so receivable upon exercise of
                  this Warrant 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 Common Stock  contained
                  in Subsections (1) to (9), inclusive above.

                           (12)  Irrespective of any adjustments in the Exercise
                  Price  or the  number  or  kind  of  shares  purchasable  upon
                  exercise of this Warrant,  Warrants  theretofore or thereafter
                  issued may  continue  to express the same price and number and
                  kind of shares as are stated in the similar Warrants initially
                  issuable pursuant to this Agreement.

                  (g) OFFICER'S  CERTIFICATE.  Whenever the Exercise Price shall
be adjusted as required by the  provisions  of the  foregoing  Section  (f), the
Company  shall  forthwith  file in the custody of its  Secretary or an Assistant
Secretary at its principal  office and with its stock transfer agent, if any, an
officer's  certificate  showing the adjusted Exercise Price determined as herein
provided,   setting  forth  in  reasonable   detail  the  facts  requiring  such
adjustment,  including a statement of the number of additional  shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason for
and the manner of computing such  adjustment.  Each such  officer's  certificate
shall be made available at all reasonable  times for inspection by the holder or
any holder of a Warrant  executed and delivered  pursuant to Section (a) and the
Company shall,  forthwith after each such  adjustment,  mail a copy by certified
mail of such certificate to the Holder or any such holder.

                  (h) NOTICES TO WARRANT HOLDERS.  So long as this Warrant shall
be  outstanding,  (i)  if the  Company  shall  pay  any  dividend  or  make  any
distribution  upon the Common  Stock or (ii) if the  Company  shall offer to the
holders of Common  Stock for  subscription  or purchase by them any share of any
class or any other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation,  sale, lease or transfer of all or
substantially  all  of  the  property  and  assets  of the  Company  to  another
corporation, or voluntary or involuntary dissolution,  liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified  mail to the Holder,  at least  fifteen days prior the
date  specified in (x) or (y) below,  as the case may be, a notice  containing a
brief  description  of the  proposed  action and stating the date on which (x) a
record is to be taken for the purpose of such dividend,  distribution or rights,



                                       10

<PAGE>

or (y) such reclassification, reorganization, consolidation, merger, conveyance,
lease, dissolution,  liquidation or winding up is to take place and the date, if
any is to be fixed, as of which the holders of Common Stock or other  securities
shall receive cash or other  property  deliverable  upon such  reclassification,
reorganization,  consolidation,  merger, conveyance, dissolution, liquidation or
winding up.

                  (i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification,  capital  reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the
Company with or into another  corporation (other than a merger with a subsidiary
in which  merger the Company is the  continuing  corporation  and which does not
result  in any  reclassification,  capital  reorganization  or other  change  of
outstanding  shares of Common Stock of the class  issuable upon exercise of this
Warrant) or in case of any sale,  lease or conveyance to another  corporation of
the property of the Company as an entirety,  the Company  shall,  as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right  thereafter by  exercising  this Warrant at any time
prior to the  expiration  of the  Warrant,  to  purchase  the kind and amount of
shares  of  stock  and  other  securities  and  property  receivable  upon  such
reclassification,   capital  reorganization  and  other  change,  consolidation,
merger,  sale or  conveyance by a holder of the number of shares of Common Stock
which might have been purchased upon exercise of this Warrant  immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance. Any
such provision shall include  provision for adjustments which shall be as nearly
equivalent  as may  be  practicable  to the  adjustments  provided  for in  this
Warrant.  The foregoing  provisions of this Section (i) shall similarly apply to
successive  reclassifications,  capital reorganizations and changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances. In
the  event  that  in  connection  with  any  such  capital   reorganization   or
reclassification,  consolidation,  merger, sale or conveyance, additional shares
of Common  Stock  shall be  issued  in  exchange,  conversion,  substitution  or
payment,  in whole or in part,  for a security of the Company  other than Common
Stock,  any such issue shall be treated as an issue of Common  Stock  covered by
the provisions of Subsection (1) of Section (f) hereof.

                  (j)      REGISTRATION UNDER THE SECURITIES ACT OF 1933.

                           (1) The  Company  shall  advise  the  Holder  of this
                  Warrant  or of the  Warrant  Shares  or  any  then  holder  of
                  Warrants or Warrant  Shares (such persons  being  collectively
                  referred to herein as  "holders")  by written  notice at least
                  four  weeks  prior  to  the  filing  of any  new  registration
                  statement  or  post-effective   amendment  thereto  under  the
                  Securities Act of 1933 (the "Act") covering  securities of the
                  Company  and  will  for a period  of six  years  from the date
                  hereof  upon the  request of any such  holder,  include in any
                  such  registration   statement  such  information  as  may  be
                  required to permit a public  offering  of the  Warrants or the
                  Warrant  Shares.  The Company  shall supply  prospectuses  and
                  other  documents  as  the  Holder  may  request  in  order  to
                  facilitate  the  public  sale  or  other  disposition  of  the
                  Warrants  or Warrant  Shares,  qualify  the  Warrants  and the
                  Warrant Shares

                                            
                                       11

<PAGE>

                  for sale in such states as any such holder  designates  and do
                  any and all other acts and things  which may be  necessary  or
                  desirable to enable such Holders to consummate the public sale
                  or other  disposition of the Warrants or Warrant  Shares,  and
                  furnish   indemnification  in  the  manner  as  set  forth  in
                  Subsection  (3)(C) of this  Section (j).  Such  holders  shall
                  furnish  information  and  indemnification  as  set  forth  in
                  Subsection (3)(C) of this Section (j), except that the maximum
                  amount which may be recovered from the Holder shall be limited
                  to the amount of proceeds received by the Holder from the sale
                  of the Warrants or Warrant Shares.

                           (2) If any majority  holder (as defined in Subsection
                  (4) of this  Section  (j)  below)  shall  give  notice  to the
                  Company at any time during the five year period  commencing on
                  the date hereof to the effect  that such  holder  contemplates
                  (i) the  transfer  of all or any  part of his or its  Warrants
                  and/or Warrant Shares,  or (ii) the exercise and/or conversion
                  of all or any part of his or its  Warrants and the transfer of
                  all or any part of the Warrants  and/or  Warrant  Shares under
                  such  circumstances that a public offering (within the meaning
                  of  the  Act)  of  Warrants  and/or  Warrant  Shares  will  be
                  involved,  and desires to register under the Act, the Warrants
                  and/or the Warrant Shares,  then the Company shall, within two
                  weeks  after  receipt  of  such  notice,  file a  registration
                  statement  pursuant to the Act,  to the end that the  Warrants
                  and/or Warrant Shares may be sold under the Act as promptly as
                  practicable  thereafter  and the  Company  will  use its  best
                  efforts to cause such  registration  to become  effective  and
                  continue to be effective  (current)  (including  the taking of
                  such steps as are  necessary to obtain the removal of any stop
                  order)  until the holder has advised  that all of the Warrants
                  and/or  Warrant  Shares  have been  sold;  provided  that such
                  holder shall furnish the Company with appropriate  information
                  (relating to the  intentions  of such  holders) in  connection
                  therewith as the Company shall reasonably  request in writing.
                  In the  event  the  registration  statement  is  not  declared
                  effective  under the Act prior to May 21,  2001,  the  Company
                  shall extend the expiration date of the Warrants to a date not
                  less  than  90  days   after  the   effective   date  of  such
                  registration statement. The holder may, at its option, request
                  the  registration  of the Warrants  and/or Warrant Shares in a
                  registration  statement made by the Company as contemplated by
                  Subsection  (1) of this  Section (j) or in  connection  with a
                  request made  pursuant to  Subsection  (2) of this Section (j)
                  prior to the  acquisition  of the Warrant Shares upon exercise
                  of the  Warrants  and even  though  the  holder  has not given
                  notice of exercise of the Warrants.  If the Company determines
                  to  include  securities  to be sold by it in any  registration
                  statement originally requested pursuant to this Subsection (2)
                  of this Section (j), such registration shall instead be deemed
                  to  have  been a  registration  under  Subsection  (1) of this
                  Section (j) and not under  Subsection  (2) of this  Subsection
                  (j).  The holder may  thereafter  at its option,  exercise the
                  Warrants at any time or from time to time subsequent to the

                                            
                                       12

<PAGE>

                  effectiveness  under the Act of the registration  statement in
                  which the Warrant Shares were included.

                           (3) The following provision of this Section (j) shall
                           also be applicable:

                                    (A) Within ten days after receiving any such
                           notice  pursuant to  Subsection  (2) of this  Section
                           (j),  the  Company  shall  give  notice  to the other
                           holders of Warrants and Warrant Shares, advising that
                           the  Company  is  proceeding  with such  registration
                           statement  and offering to include  therein  Warrants
                           and/or Warrant Shares of such other holders, provided
                           that  they  shall   furnish  the  Company  with  such
                           appropriate  information  (relating to the intentions
                           of  such  holders)  in  connection  therewith  as the
                           Company   shall   reasonably   request  in   writing.
                           Following  the effective  date of such  registration,
                           the  Company  shall upon the  request of any owner of
                           Warrants and/or Warrant Shares  forthwith supply such
                           a number of prospectuses  meeting the requirements of
                           the  Act,  as  shall be  requested  by such  owner to
                           permit such  holder to make a public  offering of all
                           Warrants  and/or  Warrant  Shares  from  time to time
                           offered or sold to such  holder,  provided  that such
                           holder  shall from time to time  furnish  the Company
                           with such  appropriate  information  (relating to the
                           intentions of such holder) in connection therewith as
                           the Company  shall  request in  writing.  The Company
                           shall  also  use its  best  efforts  to  qualify  the
                           Warrant  Shares  for  sale  in  such  states  as such
                           majority holder shall designate.

                                    (B) The  Company  shall bear the entire cost
                           and  expense  of  any   registration   of  securities
                           initiated by it under  Subsection (1) of this Section
                           (j)  notwithstanding  that  Warrants  and/or  Warrant
                           Shares subject to this Warrant may be included in any
                           such registration. The Company shall also comply with
                           one request  for  registration  made by the  majority
                           holder pursuant to Subsection (2) of this Section (j)
                           at its own expense  and without  charge to any holder
                           of  any  Warrants  and/or  Warrant  Shares;  and  the
                           Company shall comply with one additional request made
                           by the majority  holder pursuant to Subsection (2) of
                           this  Section  (j) (and not deemed to be  pursuant to
                           Subsection  (1) of  this  Section  (j))  at the  sole
                           expense of such  majority  holder.  Any holder  whose
                           Warrants  and/ or Warrant  Shares are included in any
                           such registration  statement pursuant to this Section
                           (j) shall,  however, bear the fees of his own counsel
                           and  any   registration   fees,   transfer  taxes  or
                           underwriting  discounts or commissions  applicable to
                           the Warrant Shares sold by him pursuant thereto.

                                    (C) The  Company  shall  indemnify  and hold
                           harmless  each  such  holder  and  each  underwriter,
                           within the meaning of the Act, who  may purchase from

                                  
                                       13

<PAGE>



                           or  sell  for  any  such  holder  any Warrants and/or
                           Warrant Shares from and against any and  all  losses,
                           claims, damages and liabilities caused by any  untrue
                           statement or alleged  untrue statement of a  material
                           fact contained in  the  Registration Statement or any
                           post-effective amendment  thereto or any registration
                           statement  under  the Act or any prospectus  included
                           therein required to be filed or  furnished  by reason
                           of this  Section (j) or caused  by  any  omission  or
                           alleged  omission to state  therein  a material  fact
                           required to be stated  therein or necessary  to  make
                           the statements therein not misleading, exceptminsofar
                           as such losses, claims, damages  or  liabilities  are
                           caused by any such untrue statement or alleged untrue
                           statement or omission or alleged omission  based upon
                           information furnished or required to be  furnished in
                           writing to the Company by such holder or  underwriter
                           expressly  for  use  therein,  which  indemnification
                           shall  include  each person, if any, who controls any
                           such  underwriter  within  the  meaning  of  such Act
                           provided,  however,  that  the  Company  will  not be
                           liable  in any such case 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   said  registration statement,  said  preliminary
                           prospectus, said final prospectus  or said  amendment
                           or supplement in  reliance  upon  and  in  conformity
                           with  written information  furnished  by such  Holder
                           or any other Holder,  specifically  for  use  in  the
                           preparation thereof.

                                    (D)  Neither the giving of any notice by any
                           such  majority  holder nor the making of any  request
                           for prospectuses  shall impose any upon such majority
                           holder or owner making such request any obligation to
                           sell any Warrants and/or Warrant Shares,  or exercise
                           any Warrants.

                           (4)  The  term  "majority  holder"  as  used  in this
                  Section (j) shall include any owner or  combination  of owners
                  of  Warrants  or  Warrant  Shares  in any  combination  if the
                  holdings of the aggregate amount of:

                                (i)  the Warrants held  by him  or  among  them,
                           plus

                                (ii) the  Warrants which  he or  they  would  be
                           holding if the Warrants for the  Warrant Shares owned
                           by him or among them had not been exercised,


                                                                       
                                       14

<PAGE>

                           would  constitute  a   majority   of   the   Warrants
                           originally issued.


                  The  Company's  agreements with respect to Warrants or Warrant
Shares in this Section (j) shall  continue in effect  regardless of the exercise
and surrender of this Warrant.

                                     NEWS COMMUNICATIONS, INC.


                                     By: /s/ Michael Schenkler
                                         --------------------------------
                                         Michael Schenkler
                                         President

[SEAL]

Dated:  May 21, 1996

Attest:



/s/ Robert Berkowitz
------------------------------
Assistant Secretary


                                                 
                                       15

<PAGE>

                                  PURCHASE FORM


                                                  Dated ____________, _______

                  The  undersigned  hereby  irrevocably  elects to exercise  the
within  Warrant to  the extent of  purchasing  _________ shares of Common  Stock
and hereby makes payment of ______________ in  payment  of  the actual  exercise
price thereof.


                     INSTRUCTIONS FOR REGISTRATION OF STOCK



Name _______________________________________
(Please typewrite or print in block letters)

Address ____________________________________

Signature __________________________________



                                 ASSIGNMENT FORM

                  FOR VALUE RECEIVED, _______________ hereby sells, assigns and
transfers unto

Name________________________________________
(Please typewrite or print in block letters)


Address ____________________________________

the right to purchase Common Stock  represented by this Warrant to the extent of
_______ shares as to which such right is exercisable and does hereby irrevocably
constitute  and  appoint  _________________ Attorney,  to  transfer  the same on
the  books of the Company with full power of substitution in the premises.


Date _____________, _______



Signature __________________________________



                                       16


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