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                                                                   EXHIBIT 4.5
VOID AFTER JULY 31, 2003

No. SCA                                                               Warrants

REDEEMABLE CLASS B COMMON STOCK PURCHASE WARRANT CERTIFICATE FOR PURCHASE OF
CLASS B COMMON STOCK OF

                             SUPERUS HOLDINGS, INC.

                                                              CUSIP 86880L 11 5

This certifies that FOR VALUE RECEIVED

or registered assigns (the "Registered Holder") is the owner of the number of
Redeemable Class B Stock Purchase Warrants (the "Warrants") specified above.
Each Warrant initially entitles the Registered Holder to purchase, subject to
the terms and conditions set forth in this Certificate and the Warrant Agreement
(as hereinafter defined), one fully paid and nonassessable shares of Class B
Common Stock $.001 par value, of Superus Holdings, Inc., a Delaware corporation
(the "Company"), at any time between the date of issue and the Expiration Date
(as hereinafter defined), upon the presentation and surrender of this Warrant
Certificate with the Subscription Form on the reverse hereof duly executed, at
the corporate office of Continental Stock Transfer & Trust Company as Warrant
Agent, or its successors (the "Warrant Agent"), accompanied by payment of $5.00
per share (the "Purchase Price") in lawful money of the United States of America
in cash or by official bank check made payable to the Warrant Agent.
         This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are subject in all respects to the terms and conditions set
forth in the Warrant Agreement (the "Warrant Agreement"), dated as of August 8,
1996, by and among the Surge Components, Inc., the Warrant Agent, and Maidstone
Financial, Inc., as amended, the obligations of which have been assumed by the
Company.
         In the event of certain contingencies provided for in the Warrant
Agreement, the purchase price of the number of Common Stock subject to purchase
upon the exercise of each Warrant represented hereby are subject to modification
or adjustment.
         Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Class B Common Stock will be
issued. In the case of the exercise of less than all the Warrants represented
hereby, the Company shall cancel this Warrant Certificate upon the surrender
hereof and shall execute and deliver a new Warrant Certificate or Warrant
Certificates of like tenor, which the Warrant Agent shall countersign, for the
balance of such Warrants.
         The term "Expiration Date" shall mean 5:00 p.m. (New York, New York
time) on July 30, 2003, or such earlier date as the Warrants shall be redeemed.
If such date shall, in the State of New York, be considered a holiday or a date
on which the banks are authorized to close, the Expiration Date shall be 5:00
p.m. (New York, New York time) the next day in which the State of New York is
not a holiday nor a day in which banks are authorized to close.
         The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, with respect to such securities is effective. The
Company has covenanted and agreed that it will file a registration statement and
will use its best efforts to cause the same to become effective and to keep such
registration statement current while any of the Warrants are outstanding. This
Warrant shall not be exercisable by a Registered Holder in any state where such
exercise would be unlawful.
         This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrant Agent, for a new
Warrant Certificate or Warrant Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificate to represent
such number of Warrants as shall be designated by such Registered Holder at the
time of such surrender. Upon due presentment together with any tax or other
governmental charge imposed in connection therewith, for registration of
transfer of this Warrant Certificate at such office, a new Warrant Certificate
or Warrant Certificates representing an equal aggregate number of Warrants will
be issued to the transferee in exchange therefor, subject to the limitations
provided in the Warrant Agreement.
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         Commencing July ___, 2000 this Warrant may be redeemed at the option of
the Company, at a redemption price of $0.05 per Warrant, provided the closing
bid price of the Company's Common Stock exceeds $7.50 for at least 20
consecutive trading days ending on the third business day prior to the date of
the notice of redemption. Notice of redemption shall be given not less than 45
days before the date fixed for redemption, all as provided in the Warrant
Agreement. On and after the date fixed for redemption, the Registered Holder
shall have no rights with respect to this Warrant except to receive $0.05 per
Warrant upon surrender of this Certificate.
         Prior to due presentment for registration of transfer hereof, the
Company and the Warrant Agent may deem and treat the Registered Holder as the
absolute owner hereof and of each warrant represented hereby (notwithstanding
any notations of ownership or writing hereon made by anyone other than a duly
authorized officer of the Company or the Warrant Agent) for all purposes and
shall not be affected by any notice to the contrary.
         This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
         This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.
         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile, by two (2) of its officers thereunto
duly authorized and a facsimile of its corporate seal to be imprinted hereon.

                                      SUPERUS HOLDINGS, INC.

Dated:                          By:                           By:

Countersigned:
         CONTINENTAL STOCK TRANSFER & TRUST COMPANY
                                                  Warrant Agent
         By:                         Secretary             President
             Authorized Officer
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                                SUBSCRIPTION FORM
                     To Be Executed by the Registered Holder
                          in Order to Exercise Warrants

The undersigned Registered Holder hereby irrevocably elects to exercise
_______________ (_______) Warrants represented by this Warrant Certificate, and
to purchase the securities issuable upon the exercise of such Warrants, and
requests that certificates for such securities shall be issued in the name of

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYNG NUMBER

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                     (please print or type name and address)

and be delivered to

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                     (please print or type name and address)

and if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate representing the balance of
such Warrants to be registered in the name of, and delivered to, the Registered
Holder at the address below.

         The undersigned represents that the exercise of the within Warrant was
solicited by a member of the National Association of Securities Dealers, Inc.
("NASD"). If not solicited by an NASD member, please write "unsolicited" in the
space below.


Dated: ____________  200__                    ______________________________
                                                       Signature

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                                                    Street Address

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                                                 City, State and Zip Code

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                                                    Taxpayer ID Number

                                              Signature Guaranteed:

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                                   ASSIGNMENT
                     To Be Executed by the Registered Holder
                          in Order to Exercise Warrants

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

            PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYNG NUMBER

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                     (please print or type name and address)


_______________ (_______) Warrants represented by this Warrant Certificate, and
hereby appoints ____________________________________ Attorney-in-fact to
transfer this Warrant Certificate on the books of the Company, with full power
of substitution in the premises.

Dated: ____________________                      ____________________________

                                                    Signature Guaranteed:

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              THE SIGNATURE MUST BE GUARANTEED BY A MEDALLION BANK.