NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION FROM THE REGISTRATION  REQUIREMENTS  THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.


                       ACCORD ADVANCED TECHNOLOGIES, INC.

                                     WARRANT

Warrant No. 2                                               Dated: June 22, 2000


     ACCORD ADVANCED  TECHNOLOGIES,  INC., a Nevada corporation (the "Company"),
hereby certifies that, for value received,  NEW MILLENNIUM CAPITAL PARTNERS, LLC
or its  registered  assigns  ("Holder"),  is entitled,  subject to the terms set
forth  below,  to purchase  from the  Company up to a total of Four  Hundred and
Fifty Thousand  (450,000) shares of common stock, $.001 par value per share (the
"Common Stock"), of the Company (each such share, a "Warrant Share" and all such
shares,  the "Warrant Shares") at an exercise price equal to $.253 per share (as
adjusted from time to time as provided in Section 8, the "Exercise  Price"),  at
any time and from time to time from and after the date  hereof and  through  and
including  May 31, 2003 (the  "Expiration  Date"),  and subject to the following
terms and  conditions:  All  references  to $ (dollars)  shall be to US$ (United
States Dollars).

     1. REGISTRATION OF WARRANT.  The Company shall register this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "Warrant
Register"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder,  and for all other  purposes,  and the Company  shall not be affected by
notice to the contrary.
<PAGE>
     2. REGISTRATION OF TRANSFERS AND EXCHANGES.

         (a) The  Company  shall  register  the  transfer of any portion of this
Warrant in the Warrant Register,  upon surrender of this Warrant,  with the Form
of Assignment  attached hereto duly completed and signed,  to the Transfer Agent
or to the  Company at its  address  for notice set forth in Section 12. Upon any
such  registration  or  transfer,  a new warrant to purchase  Common  Stock,  in
substantially the form of this Warrant (any such new warrant,  a "New Warrant"),
evidencing  the portion of this  Warrant so  transferred  shall be issued to the
transferee and a New Warrant  evidencing  the remaining  portion of this Warrant
not so  transferred,  if any, shall be issued to the  transferring  Holder.  The
acceptance  of the New  Warrant by the  transferee  thereof  shall be deemed the
acceptance of such  transferee of all of the rights and  obligations of a holder
of a Warrant.

         (b) This  Warrant is  exchangeable,  upon the  surrender  hereof by the
Holder to the  office of the  Company  at its  address  for  notice set forth in
Section 12 for one or more New  Warrants,  evidencing in the aggregate the right
to purchase the number of Warrant Shares which may then be purchased  hereunder.
Any such New Warrant will be dated the date of such exchange.

     3. DURATION AND EXERCISE OF WARRANTS.

         (a) This Warrant shall be exercisable  by the registered  Holder on any
business day before 6:30 P.M.,  New York City time, at any time and from time to
time on or after the date hereof to and including the  Expiration  Date. At 6:30
P.M., New York City time on the Expiration Date, the portion of this Warrant not
exercised  prior thereto shall be and become void and of no value.  Prior to the
Expiration  Date,  the Company  may not call or  otherwise  redeem this  Warrant
without the prior written consent of the Holder.

         (b) Upon  surrender  of this  Warrant,  with the  Form of  Election  to
Purchase  attached  hereto  duly  completed  and  signed,  to the Company at its
address  for notice set forth in  Section  12 and upon  payment of the  Exercise
Price  multiplied  by the number of Warrant  Shares  that the Holder  intends to
purchase hereunder,  in the manner provided  hereunder,  all as specified by the
Holder in the Form of Election to Purchase,  the Company shall  promptly (but in
no event  later than 5  business  days after the Date of  Exercise  (as  defined
herein))  issue or cause to be issued and cause to be  delivered  to or upon the
written  order  of the  Holder  and in such  name or  names  as the  Holder  may
designate,  a certificate  for the Warrant  Shares  issuable upon such exercise,
free of  restrictive  legends except (i) either in the event that a registration
statement  covering the resale of the Warrant  Shares and naming the Holder as a
selling  stockholder  thereunder is not then effective or the Warrant Shares are
not freely  transferable  without  volume  restrictions  pursuant to Rule 144(k)
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
or (ii) if this Warrant shall have been issued  pursuant to a written  agreement
between the original Holder and the Company, as required by such agreement.  Any
person so designated by the Holder to receive  Warrant Shares shall be deemed to
have become  holder of record of such Warrant  Shares as of the Date of Exercise
of this Warrant.  The Company shall,  upon request of the Holder,  if available,
use its best efforts to deliver Warrant Shares hereunder  electronically through
the Depository Trust  Corporation or another  established  clearing  corporation
performing similar functions.

                                      -2-
<PAGE>
         A "Date of  Exercise"  means the date on which the  Company  shall have
received (i) this Warrant (or any New Warrant, as applicable),  with the Form of
Election  to  Purchase  attached  hereto  (or  attached  to  such  New  Warrant)
appropriately  completed and duly signed, and (ii) payment of the Exercise Price
for the  number  of  Warrant  Shares so  indicated  by the  holder  hereof to be
purchased.

         (c) This Warrant shall be exercisable,  either in its entirety or, from
time to time, for a portion of the number of Warrant Shares. If less than all of
the Warrant  Shares which may be purchased  under this Warrant are  exercised at
any time, the Company shall issue or cause to be issued,  at its expense,  a New
Warrant  evidencing the right to purchase the remaining number of Warrant Shares
for which no exercise has been evidenced by this Warrant.

     4.  PIGGYBACK  REGISTRATION  RIGHTS.  During the  Effectiveness  Period (as
defined in the Registration Rights Agreement, of even date herewith, between the
Company and the  original  Holder),  the  Company may not file any  registration
statement with the Securities and Exchange  Commission  (other than registration
statements  of the Company  filed on Form S-8 or Form S-4,  each as  promulgated
under  the  Securities  Act,  pursuant  to  which  the  Company  is  registering
securities  pursuant to a Company employee benefit plan or pursuant to a merger,
acquisition  or  similar  transaction  including  supplements  thereto,  but not
additionally filed registration statements in respect of such securities) at any
time when there is not an effective  registration  statement covering the resale
of the Warrant Shares and naming the Holder as a selling stockholder thereunder,
unless the Company  provides the Holder with not less than 20 days notice of its
intention to file such registration statement and provides the Holder the option
to include any or all of the applicable  Warrant Shares  therein.  The piggyback
registration  rights  granted  to the  Holder  pursuant  to this  Section  shall
continue  until all of the Holder's  Warrant Shares have been sold in accordance
with an  effective  registration  statement  or upon the  Expiration  Date.  The
Company will pay all registration expenses in connection therewith.

     5.  PAYMENT OF TAXES.  The  Company  will pay all  documentary  stamp taxes
attributable  to the  issuance  of  Warrant  Shares  upon the  exercise  of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the registration
of any  certificates for Warrant Shares or Warrants in a name other than that of
the Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring  this Warrant or receiving  Warrant
Shares upon exercise hereof.

     6. REPLACEMENT OF WARRANT.  If this Warrant is mutilated,  lost,  stolen or
destroyed,  the  Company  shall  issue or cause to be  issued  in  exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and indemnity, if
requested,  satisfactory  to  it.  Applicants  for  a  New  Warrant  under  such
circumstances  shall also  comply  with such other  reasonable  regulations  and
procedures and pay such other reasonable charges as the Company may prescribe.

                                      -3-
<PAGE>
     7. RESERVATION OF WARRANT SHARES. The Company covenants that it will at all
times  reserve and keep  available out of the  aggregate of its  authorized  but
unissued  Common  Stock,  solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein  provided,  the number of Warrant
Shares which are then issuable and deliverable  upon the exercise of this entire
Warrant,  free from preemptive  rights or any other actual  contingent  purchase
rights of persons other than the Holder (taking into account the adjustments and
restrictions  of Section 8). The Company  covenants that all Warrant Shares that
shall be so issuable and deliverable shall, upon issuance and the payment of the
applicable  Exercise  Price in  accordance  with the terms  hereof,  be duly and
validly authorized, issued and fully paid and nonassessable.

     8. CERTAIN  ADJUSTMENTS.  The Exercise  Price and number of Warrant  Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this Section 8. Upon each such  adjustment  of the Exercise
Price  pursuant  to this  Section 8, the Holder  shall  thereafter  prior to the
Expiration  Date be entitled to purchase,  at the Exercise Price  resulting from
such  adjustment,  the number of Warrant  Shares  obtained  by  multiplying  the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant  immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.

         (a) If the Company, at any time while this Warrant is outstanding,  (i)
shall pay a stock  dividend  (except  scheduled  dividends  paid on  outstanding
preferred  stock as of the date hereof which contain a stated  dividend rate) or
otherwise make a distribution or  distributions on shares of its Common Stock or
on any other  class of capital  stock  payable in shares of Common  Stock,  (ii)
subdivide  outstanding shares of Common Stock into a larger number of shares, or
(iii)  combine  outstanding  shares of  Common  Stock  into a smaller  number of
shares,  the  Exercise  Price  shall be  multiplied  by a fraction  of which the
numerator  shall be the  number of shares of Common  Stock  (excluding  treasury
shares, if any) outstanding before such event and of which the denominator shall
be the number of shares of Common  Stock  (excluding  treasury  shares,  if any)
outstanding after such event. Any adjustment made pursuant to this Section shall
become  effective  immediately  after the record date for the  determination  of
stockholders  entitled to receive such dividend or distribution and shall become
effective  immediately  after the effective date in the case of a subdivision or
combination, and shall apply to successive subdivisions and combinations.

         (b)  In  case  of  any  reclassification  of the  Common  Stock  or any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other  securities,  cash or  property,  then the  Holder  shall  have the  right
thereafter  to  exercise  this  Warrant  only into the shares of stock and other
securities  and  property  receivable  upon or deemed to be held by  holders  of
Common Stock following such  reclassification or share exchange,  and the Holder
shall be  entitled  upon such  event to receive  such  amount of  securities  or
property  equal to the  amount of Warrant  Shares  such  Holder  would have been
entitled to had such Holder  exercised  this Warrant  immediately  prior to such
reclassification  or share exchange.  The terms of any such  reclassification or
share  exchange shall include such terms so as to continue to give to the Holder
the right to receive the  securities  or property set forth in this Section 8(b)
upon any exercise following any such reclassification or share exchange.

                                      -4-
<PAGE>
         (c) If the  Company,  at any time  while this  Warrant is  outstanding,
shall  distribute  to all  holders  of Common  Stock (and not to holders of this
Warrant)  evidences  of its  indebtedness  or assets or  rights or  warrants  to
subscribe for or purchase any security  (excluding those referred to in Sections
8(a),  (b) and  (d)),  then in each  such  case  the  Exercise  Price  shall  be
determined by multiplying the Exercise Price in effect  immediately prior to the
record date fixed for  determination  of  stockholders  entitled to receive such
distribution by a fraction of which the denominator  shall be the Exercise Price
determined  as of the record date  mentioned  above,  and of which the numerator
shall be such Exercise Price on such record date less the then fair market value
at such record date of the portion of such assets or evidence of indebtedness so
distributed applicable to one outstanding share of Common Stock as determined by
the Company's  independent  certified public accountants that regularly examines
the financial statements of the Company (an "Appraiser").

         (d) If the  Company  or any  subsidiary  thereof,  as  applicable  with
respect to Common Stock  Equivalents (as defined below),  at any time while this
Warrant is outstanding,  shall issue shares of Common Stock or rights, warrants,
options or other securities or debt that is convertible into or exchangeable for
shares of Common Stock  ("COMMON  STOCK  EQUIVALENTS"),  entitling any person to
acquire shares of Common Stock at a price per share less than the Exercise Price
(if the holder of the Common Stock or Common Stock Equivalent so issued shall at
any time, whether by operation of purchase price adjustments,  reset provisions,
floating  conversion,  exercise  or  exchange  prices  or  otherwise,  or due to
warrants, options or rights issued in connection with such issuance, be entitled
to receive shares of Common Stock at a price less than the Exercise Price,  such
issuance  shall be deemed to have  occurred for less than the  Exercise  Price),
then the Exercise  Price shall be  multiplied  by a fraction,  the  numerator of
which  shall be the  number of shares of Common  Stock  outstanding  immediately
prior to the issuance of such Common Stock or such Common Stock Equivalents plus
the number of shares of Common Stock which the offering price for such shares of
Common Stock or Common Stock  Equivalents  would purchase at the Exercise Price,
and the  denominator of which shall be the sum of the number of shares of Common
Stock  outstanding  immediately prior to such issuance plus the number of shares
of Common Stock so issued or issuable,  PROVIDED,  that for purposes hereof, all
shares of Common Stock that are issuable upon  conversion,  exercise or exchange
of Common Stock  Equivalents shall be deemed  outstanding  immediately after the
issuance  of such  Common  Stock  Equivalents.  Such  adjustment  shall  be made
whenever such Common Stock or Common Stock Equivalents are issued. However, upon
the expiration of any Common Stock Equivalents the issuance of which resulted in
an adjustment in the Exercise Price pursuant to this Section, if any such Common
Stock Equivalents  shall expire and shall not have been exercised,  the Exercise
Price  shall  immediately  upon such  expiration  be  recomputed  and  effective
immediately  upon such  expiration be increased to the price which it would have
been (but  reflecting any other  adjustments in the Exercise Price made pursuant
to the  provisions  of this  Section  after the  issuance of such  Common  Stock
Equivalents)  had the adjustment of the Exercise Price made upon the issuance of
such  Common  Stock   Equivalents  been  made  on  the  basis  of  offering  for
subscription or purchase only that number of shares of the Common Stock actually
purchased upon the exercise of such Common Stock Equivalents actually exercised.

                                      -5-
<PAGE>
         (e) In case of any (1) merger or  consolidation  of the Company with or
into  another  Person,  or (2) sale by the Company of more than  one-half of the
assets of the  Company  (on a book  value  basis) in one or a series of  related
transactions,  the  Holder  shall have the right  thereafter  to  exercise  this
Warrant  for the  shares  of stock  and  other  securities,  cash  and  property
receivable  upon or deemed to be held by holders of Common Stock  following such
merger,  consolidation or sale, and the Holder shall be entitled upon such event
or series of  related  events to receive  such  amount of  securities,  cash and
property as the Common  Stock for which this Warrant  could have been  exercised
immediately  prior to such  merger,  consolidation  or  sales  would  have  been
entitled. The terms of any such merger, sale or consolidation shall include such
terms so as  continue  to give the Holder the right to receive  the  securities,
cash and property set forth in this Section upon any  conversion  or  redemption
following such event.  This provision  shall  similarly apply to successive such
events.

         (f) For the purposes of this  Section 8, the  following  clauses  shall
also be applicable:

              (i) RECORD  DATE.  In case the Company  shall take a record of the
holders of its Common Stock for the purpose of  entitling  them (A) to receive a
dividend  or  other  distribution  payable  in  Common  Stock  or in  securities
convertible or exchangeable into shares of Common Stock, or (B) to subscribe for
or purchase Common Stock or securities  convertible or exchangeable  into shares
of Common  Stock,  then such  record  date shall be deemed to be the date of the
issue or sale of the shares of Common  Stock  deemed to have been issued or sold
upon the  declaration of such dividend or the making of such other  distribution
or the date of the granting of such right of  subscription  or purchase,  as the
case may be.

              (ii)  TREASURY  SHARES.  The  number of  shares  of  Common  Stock
outstanding  at any given time shall not include  shares owned or held by or for
the account of the  Company,  and the  disposition  of any such shares  shall be
considered an issue or sale of Common Stock.

         (g) All calculations  under this Section 8 shall be made to the nearest
cent or the nearest 1/100th of a share, as the case may be.

         (h) Whenever the  Exercise  Price is adjusted  pursuant to Section 8(c)
above, the Holder,  after receipt of the  determination by the Appraiser,  shall
have the right to select an  additional  appraiser  (which shall be a nationally
recognized  accounting firm), in which case the adjustment shall be equal to the
average  of the  adjustments  recommended  by each  of the  Appraiser  and  such
appraiser.  The Holder shall promptly mail or cause to be mailed to the Company,
a notice  setting  forth the Exercise  Price after such  adjustment  and setting
forth a brief statement of the facts requiring such adjustment.  Such adjustment
shall become effective immediately after the record date mentioned above.

                                      -6-
<PAGE>
         (i) If:

               (i)  the  Company   shall   declare  a  dividend  (or  any  other
                    distribution) on its Common Stock; or

               (ii) the  Company  shall  declare  a  special  nonrecurring  cash
                    dividend on or a redemption of its Common Stock; or

              (iii) the Company  shall  authorize the granting to all holders of
                    the Common  Stock  rights or  warrants to  subscribe  for or
                    purchase any shares of capital  stock of any class or of any
                    rights; or

               (iv) the  approval of any  stockholders  of the Company  shall be
                    required  in  connection  with any  reclassification  of the
                    Common  Stock,  any  consolidation  or  merger  to which the
                    Company  is  a  party,  any  sale  or  transfer  of  all  or
                    substantially  all of the  assets  of  the  Company,  or any
                    compulsory  share  exchange  whereby  the  Common  Stock  is
                    converted into other securities, cash or property; or

               (v)  the  Company  shall  authorize  the  voluntary  dissolution,
                    liquidation or winding up of the affairs of the Company,

then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register,  at least 20 calendar days prior
to the  applicable  record or effective  date  hereinafter  specified,  a notice
stating  (x) the date on which a record is to be taken for the  purpose  of such
dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken,  the date as of which  the  holders  of  Common  Stock of record to be
entitled to such dividend, distributions,  redemption, rights or warrants are to
be  determined  or (y) the date on which such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding up;  PROVIDED,  HOWEVER,  that the failure to mail such notice or any
defect  therein or in the mailing  thereof  shall not affect the validity of the
corporate action required to be specified in such notice.

     9. PAYMENT OF EXERCISE  PRICE.  The Holder shall pay the Exercise  Price in
one of the following manners:

         (a) CASH EXERCISE.  The Holder may deliver immediately available funds;
or

         (b)  CASHLESS  EXERCISE.   Notwithstanding  anything  to  the  contrary
contained in this Warrant,  if the resale of the Warrant Shares by the holder is
not then registered  pursuant to an effective  registration  statement under the
Securities Act, this Warrant may be exercised by  presentation  and surrender of
this Warrant to the Company at its  principal  executive  offices with a written
notice of the  holder's  intention  to effect a cashless  exercise,  including a
calculation  of the  number of shares  of  Common  Stock to be issued  upon such
exercise in accordance with the terms hereof (a "Cashless Exercise"). The Holder
may  surrender  this Warrant to the Company  together  with a notice of cashless
exercise,  in which  event the  Company  shall issue to the Holder the number of
Warrant Shares determined as follows:

                           X = Y [(A-B)/A]
         where:
                           X = the number of Warrant Shares to be issued
         to the Holder.

                           Y = the number of Warrant Shares with respect to
                               which this Warrant is being exercised.

                           A = the average of the closing sale prices of the
                               Common Stock for the five (5) trading days
                               immediately prior to (but not including) the Date
                               of Exercise.

                           B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  Cashless
Exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the  holding  period  for the  Warrant  Shares  shall  be  deemed  to have  been
commenced, on the issue date.

     10. CERTAIN EXERCISE RESTRICTIONS AND LIMITATIONS.

         (a) A Holder may not exercise  this Warrant to the extent such exercise
would result in the Holder,  together with any affiliate  thereof,  beneficially
owning  (as  determined  in  accordance  with  Section  13(d) of the  Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the rules  promulgated
thereunder)  in excess of 4.999% of the then  issued and  outstanding  shares of
Common  Stock,  including  shares  issuable  upon such exercise and held by such
Holder after application of this Section. Since the Holder will not be obligated
to report to the Company the number of shares of Common Stock it may hold at the
time of an exercise hereunder,  unless the exercise at issue would result in the
issuance of shares of Common  Stock in excess of 4.999% of the then  outstanding
shares  of  Common  Stock  without  regard  to any  other  shares  which  may be
beneficially owned by the Holder or an affiliate thereof,  the Holder shall have
the authority and obligation to determine  whether the restriction  contained in
this Section will limit any particular exercise hereunder and to the extent that
the Holder determines that the limitation contained in this Section applies, the
determination  of which  portion  of this  Warrant is  exercisable  shall be the

                                      -7-
<PAGE>
responsibility  and obligation of the Holder. If the Holder has delivered a Form
of Election to Purchase for a number of Warrant  Shares that,  without regard to
any other shares that the Holder or its affiliates may  beneficially  own, would
result in the issuance in excess of the permitted amount hereunder,  the Company
shall  notify  the  Holder  of this fact and shall  honor the  exercise  for the
maximum  portion  of this  Warrant  permitted  to be  exercised  on such Date of
Exercise in accordance with the periods  described  herein and, at the option of
the Holder,  either keep the portion of the  Warrant  tendered  for  exercise in
excess of the permitted  amount  hereunder  for future  exercises or return such
excess portion of the Warrant to the Holder.  The provisions of this Section may
be waived by a Holder (but only as to itself and not to any other  Holder)  upon
not less  than 61 days  prior  notice to the  Company.  Other  Holders  shall be
unaffected by any such waiver.

         (b) A Holder may not exercise  this Warrant to the extent such exercise
would result in the Holder,  together with any affiliate  thereof,  beneficially
owning (as  determined in accordance  with Section 13(d) of the Exchange Act and
the rules  promulgated  thereunder)  in excess of 9.999% of the then  issued and
outstanding shares of Common Stock, including shares issuable upon such exercise
and held by such Holder after application of this Section. Since the Holder will
not be  obligated  to report to the Company the number of shares of Common Stock
it may hold at the time of an exercise  hereunder,  unless the exercise at issue
would  result in the  issuance of shares of Common  Stock in excess of 9.999% of
the then  outstanding  shares of Common Stock without regard to any other shares
which may be  beneficially  owned by the  Holder or an  affiliate  thereof,  the
Holder  shall  have the  authority  and  obligation  to  determine  whether  the
restriction  contained  in this  Section  will  limit  any  particular  exercise
hereunder  and to the extent  that the  Holder  determines  that the  limitation
contained in this Section  applies,  the  determination of which portion of this
Warrant is exercisable shall be the responsibility and obligation of the Holder.
If the Holder has  delivered  a Form of  Election  to  Purchase  for a number of
Warrant  Shares that,  without regard to any other shares that the Holder or its
affiliates may  beneficially  own, would result in the issuance in excess of the
permitted amount hereunder, the Company shall notify the Holder of this fact and
shall honor the exercise for the maximum portion of this Warrant permitted to be
exercised  on such Date of Exercise  in  accordance  with the periods  described
herein and, at the option of the Holder,  either keep the portion of the Warrant
tendered for exercise in excess of the  permitted  amount  hereunder  for future
exercises  or return  such  excess  portion of the  Warrant to the  Holder.  The
provisions  of this Section may be waived by a Holder (but only as to itself and
not to any other Holder) upon not less than 61 days prior notice to the Company.
Other Holders shall be unaffected by any such waiver.

     11. FRACTIONAL  SHARES. The Company shall not be required to issue or cause
to be issued  fractional  Warrant  Shares on the exercise of this  Warrant.  The
number of full Warrant  Shares which shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrant Shares
purchasable  on  exercise of this  Warrant so  presented.  If any  fraction of a
Warrant Share would,  except for the provisions of this Section,  be issuable on
the exercise of this  Warrant,  the Company shall pay an amount in cash equal to
the Exercise Price multiplied by such fraction.

     12.  NOTICES.  Any and all notices or other  communications  or  deliveries
hereunder  shall be in writing and shall be deemed  given and  effective  on the
earliest of (i) the date of  transmission,  if such notice or  communication  is

                                      -8-
<PAGE>
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  prior to 6:30 p.m.  (New York City  time) on a business  day,  (ii) the
business day after the date of transmission,  if such notice or communication is
delivered  via  facsimile at the facsimile  telephone  number  specified in this
Section  later than 6:30 p.m.  (New York City time) on any date and earlier than
11:59 p.m.  (New York City time) on such date,  (iii) the business day following
the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon  actual  receipt by the party to whom such notice is required to be
given.  The addresses for such  communications  shall be: (i) if to the Company,
5002 South Ash Avenue, Tempe, Arizona facsimile (480) 820-2319,  attention Chief
Financial  Officer,  or (ii) if to the  Holder,  to the Holder at the address or
facsimile  number  appearing  on the Warrant  Register or such other  address or
facsimile  number as the Holder may  provide to the Company in  accordance  with
this Section.

     13.  WARRANT  AGENT.  The Company  shall serve as warrant  agent under this
Warrant.  Upon thirty (30) days' notice to the Holder, the Company may appoint a
new warrant  agent.  Any  corporation  into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the Company or any new  warrant  agent  shall be a party or any  corporation  to
which the Company or any new warrant agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

     14. MISCELLANEOUS.

         (a) This  Warrant  shall be binding on and inure to the  benefit of the
parties hereto and their respective  successors and assigns. This Warrant may be
amended  only in  writing  signed  by the  Company  and  the  Holder  and  their
successors and assigns.

         (b) Subject to Section 14(a),  above,  nothing in this Warrant shall be
construed  to give to any person or  corporation  other than the Company and the
Holder any legal or equitable  right,  remedy or cause under this Warrant.  This
Warrant  shall  inure to the sole and  exclusive  benefit of the Company and the
Holder.

         (c) The  corporate  laws of the State of Nevada shall govern all issues
concerning the relative  rights of the Company and its  stockholders.  All other
questions concerning the construction,  validity, enforcement and interpretation
of this Warrant  shall be governed by and  construed  and enforced in accordance
with  the  internal  laws  of the  State  of New  York,  without  regard  to the
principles  of  conflicts  of law  thereof.  The Company  and the Holder  hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
sitting in the City of New York,  borough of Manhattan,  for the adjudication of
any  dispute  hereunder  or in  connection  herewith  or  with  any  transaction
contemplated  hereby or discussed herein,  and hereby  irrevocably  waives,  and
agrees not to assert in any suit, action or proceeding, any claim that it is not
personally  subject to the  jurisdiction  of any such court,  or that such suit,
action or  proceeding  is  improper.  Each of the Company and the Holder  hereby
irrevocably  waives  personal  service of process and consents to process  being

                                      -9-
<PAGE>
served in any such suit,  action or  proceeding by receiving a copy thereof sent
to the Company at the address in effect for notices to it under this  instrument
and agrees that such service shall  constitute  good and  sufficient  service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any manner permitted by law.

         (d) The headings herein are for  convenience  only, do not constitute a
part of this  Warrant  and shall  not be  deemed  to limit or affect  any of the
provisions hereof.

         (e) In case any one or more of the  provisions of this Warrant shall be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or impaired  thereby and the parties  will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]

                                      -10-
<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its authorized officer as of the date first indicated above.


                                       ACCORD ADVANCED TECHNOLOGIES, INC.


                                       By: /s/ Travis Wilson
                                           -------------------------------------
                                           Name: Travis Wilson
                                           Title: Chief Executive Officer

No. 2 (New Millennium)

                                      -11-
<PAGE>
                          FORM OF ELECTION TO PURCHASE

(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)

To _______________________.:

     In  accordance  with the  Warrant  enclosed  with this Form of  Election to
Purchase,  the undersigned hereby  irrevocably elects to purchase  _____________
shares  of  common  stock,  no  par  value  per  share,  of  Aquatic   Cellulose
International  Corporation  (the  "Common  Stock")  and , if such  Holder is not
utilizing the cashless exercise  provisions set forth in this Warrant,  encloses
herewith  $________ in cash,  certified or official bank check or checks,  which
sum represents the aggregate  Exercise Price (as defined in the Warrant) for the
number of shares of Common  Stock to which  this Form of  Election  to  Purchase
relates,  together with any applicable taxes payable by the undersigned pursuant
to the Warrant.

     The undersigned  requests that  certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of

                                                PLEASE INSERT SOCIAL SECURITY OR
                                                TAX IDENTIFICATION NUMBER

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

--------------------------------------------------------------------------------
                         (Please print name and address)



     If the number of shares of Common Stock  issuable upon this exercise  shall
not be all of the shares of Common  Stock which the  undersigned  is entitled to
purchase in accordance with the enclosed Warrant,  the undersigned requests that
a New Warrant (as defined in the Warrant)  evidencing  the right to purchase the
shares of Common Stock not issuable pursuant to the exercise evidenced hereby be
issued in the name of and delivered to:


--------------------------------------------------------------------------------
                         (Please print name and address)





Dated:            ,                 Name of Holder:
      ------------  -----


                                    (Print)
                                            ------------------------------------

                                    (By:)
                                          --------------------------------------
                                    (Name:)
                                    (Title:)
                                    (Signature must conform in all respects to
                                    name of holder as specified on the face of
                                    the Warrant)
<PAGE>
                               FORM OF ASSIGNMENT

           [To be completed and signed only upon transfer of Warrant]

     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto  ________________________________  the  right  represented  by  the  within
Warrant to purchase  ____________  shares of Common  Stock of Aquatic  Cellulose
International  Corporation  to which the within  Warrant  relates  and  appoints
________________  attorney  to  transfer  said  right on the  books  of  Aquatic
Cellulose  International  Corporation  with full  power of  substitution  in the
premises.

Dated:

---------------, ----


                                         ---------------------------------------
                                         (Signature must conform in all respects
                                         to name of holder as specified on the
                                         face of the Warrant)


                                         ---------------------------------------
                                         Address of Transferee

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

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


In the presence of:


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