Exhibit 4.2

THIS OPTION AND ANY SHARES  ACQUIRED  UPON THE  EXERCISE OF THIS OPTION HAVE NOT
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE
TRANSFERRED,  SOLD OR  OTHERWISE  DISPOSED OF EXCEPT  PURSUANT  TO AN  EFFECTIVE
REGISTRATION  STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL  SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

                          WHITEWING ENVIRONMENTAL CORP.

                                    FORM OF
                      PLACEMENT AGENT UNITS PURCHASE OPTION

                               September 30, 2003

         This PLACEMENT  AGENT UNITS PURCAHSE OPTION (the "Option") of Whitewing
Environmental Corp., a corporation duly organized and validly existing under the
laws of the State of Delaware  (the  "Company"),  is being issued  pursuant to a
private  offering  (the  "Offering")  of up to  250,000  units  ("Units")  at an
offering price of $8.00 per Unit,  each Unit  consisting of one (1) share of the
Company's  Series A  Convertible  Preferred  Stock,  par  value  $.001 per share
("Series  A Stock")  and  forty  (40)  Class A Common  Stock  Purchase  Warrants
("Warrants");

         FOR VALUE RECEIVED,  the Company hereby certifies that Maxim Group, LLC
("Maxim") and its  successors and assigns (the "Holder") is entitled to purchase
from the Company up to _______________ (_________)Units, at a purchase price per
Unit equal to $10.00 (the "Unit  Price"),  subject to the terms,  conditions and
adjustments set forth below in this Option.

         1.  Vesting of Option.  This Option  shall vest and become  exercisable
immediately upon issuance.

         2. Expiration of Option. This Option shall expire on September 30, 2008
(the "Expiration Date").

         3. Exercise of Option. This Option shall be exercisable pursuant to the
terms of Section 3 hereof.

                  3.1 Manner of  Exercise.  This Option may only be exercised by
the Holder hereof, in accordance with the terms and conditions  hereof, in whole
or in part with  respect to any portion of the Option,  during  normal  business
hours on any day other than a Saturday or a Sunday or a day on which  commercial
banking institutions in New York, New York are authorized by law to be closed (a
"Business  Day") on or prior to the Expiration Date with respect to such portion
of the  Option,  by  surrender  of this  Option  to the  Company  at its  office
maintained pursuant to Section 11.2(a) hereof, accompanied by an exercise notice
in substantially  the form attached as Exhibit A to this Option (or a reasonable
facsimile thereof) duly executed by the Holder, together with the payment of the
Unit Price.  The Option must be



<PAGE>

accompanied  by  payment  in full of the Unit  Price in cash or by check for the
amount of Units being  purchased.  The Unit Price may also be paid in full or in
part at the  election of the Holder:  (i) in the form of Series A Stock owned by
the Holder  (based on the Fair Market Value (as defined  below) of the shares of
common stock,  par value $.001,  of the Company (the "Common  Stock") into which
such  shares of Series A Stock are  convertible  on the  trading  day before the
Option is  exercised),  (ii) in the form of shares of Series A Stock withheld by
the Company  from the shares of Series A Stock  otherwise  to be  received  upon
exercise of this Option  having a Fair Market Value (based on the shares  Common
Stock into which such shares of Series A Stock are  convertible)  on the date of
exercise equal to the Unit Price of the Option, or (iii) by a combination of the
foregoing, provided that the combined value of all cash and cash equivalents and
the Fair Market Value of any shares surrendered to the Company is at least equal
to such Unit Price.

                  For  purposes of this  Option,  the term "Fair  Market  Value"
means the closing  price of publicly  traded  shares of the Common  Stock on the
principal securities exchange on which shares of Common Stock are listed (if the
shares of Common Stock are so listed),  or as  determined  by the Holder and the
Company in a fair manner.

                  Alternatively,  the Unit  Price may be paid  through a special
sale and remittance  procedure  pursuant to which the Holder shall  concurrently
provide irrevocable instructions:  (i) to a Company-designated brokerage firm to
effect the immediate  sale of the purchased  shares and to remit to the Company,
out of the sale proceeds  available on the settlement date,  sufficient funds to
cover the aggregate  Unit Price payable for the  purchased  securities  plus all
applicable Federal,  state and local income taxes required to be withheld by the
Company by reason of such  exercise,  if any, and (ii) to the Company to deliver
the certificates for the purchased securities directly to such brokerage firm in
order to complete the sale.

                  3.2 When  Exercise  Effective.  Each  exercise  of this Option
shall be deemed to have been effected immediately prior to the close of business
on the  Business  Day on which this Option  shall have been  surrendered  to the
Company as provided in Section 3.1 hereof,  and, at such time, the  corporation,
association,  partnership,  organization,  business,  individual,  government or
political  subdivision  thereof  or a  governmental  agency (a  "Person"  or the
"Persons") in whose name or names any certificate or certificates  for shares of
Series A Stock and  Warrants  shall be  issuable  upon  exercise  as provided in
Section  3.3  hereof  shall be deemed to have  become  the  holder or holders of
record thereof.

                  3.3 Delivery of Series A Stock  Certificates and Warrants.  As
soon as practicable after each exercise of this Option, in whole or in part, and
in any event  within  three (3)  Business  Days  thereafter,  the Company at its
expense  (including the payment by it of any applicable  issue taxes) will cause
to be issued in the name of and  delivered to the Holder  hereof or,  subject to
Section 10 hereof,  as the Holder (upon payment by the Holder of any  applicable
transfer taxes) may direct:

                           (a) a certificate or certificates  (with  appropriate
restrictive  legends, as applicable) for the number of duly authorized,  validly
issued,  fully paid and  nonassessable  shares of Series A Stock and Warrants to
which the Holder shall be entitled upon exercise plus, in lieu



                                       2
<PAGE>

of any  fractional  share to which the Holder would  otherwise be entitled,  all
issuances of Series A Stock shall be rounded up to the nearest whole share;  and
for the  number of  Warrants  to which  the  Holder is  entitled  upon  exercise
thereof.

                           (b) in case exercise is in part only, a new Option of
like  tenor,  dated the date  hereof and  calling in the  aggregate  on the face
thereof for the number of Units on the face of this  Option  minus the number of
Units  designated  by the Holder upon exercise as provided in Section 3.1 hereof
(without giving effect to any adjustment thereof).

                  3.4 Company to Reaffirm Obligations.  The Company will, at the
time of each  exercise of this  Option,  upon the written  request of the Holder
hereof, acknowledge in writing its continuing obligation to afford to the Holder
all rights  (including  without  limitation  any rights to  registration  of the
shares of Series A Stock issuable or issued upon exercise of this Option and the
Warrants  contained  therein) to which the Holder shall  continue to be entitled
after exercise in accordance with the terms of this Option;  provided,  however,
that if the Holder  shall fail to make a request,  the failure  shall not affect
the continuing obligation of the Company to afford the rights to such Holder.

         4.  Adjustment of Series A Stock and Warrants  Issuable Upon  Exercise.
The  number  shares of Common  Stock into which the shares of Series A Stock are
convertible  and which are issuable  upon the exercise of the Warrants  shall be
subject to be adjusted  and  re-adjusted  from time to time as provided  for in,
respectively,  the  certificate  of  designations  of the Series A Stock and the
Warrant Certificate, each of which is attached as an exhibit to the confidential
private  offering  memorandum  of the  Company,  dated  September  10, 2003 (the
"PPM"), which PPM describes the Offering.

         5.   Adjustments  for   Consolidation,   Merger,   Sale  of  Assets  or
Reorganization. In case the Company after the date hereof: (a) shall consolidate
with or merge into any other Person and shall not be the continuing or surviving
corporation following the consolidation or merger, or (b) shall permit any other
Person to  consolidate  with or merge into the Company and the Company  shall be
the continuing or surviving Person but, in connection with the  consolidation or
merger,  the Common Stock shall be changed into or exchanged  for stock or other
securities  of any  other  Person or cash or any  other  property,  or (c) shall
transfer  all or  substantially  all of its  properties  or  assets to any other
Person, or (d) shall effect a capital  reorganization or reclassification of the
Common Stock,  then, and in the case of each such transaction,  proper provision
shall be made so that,  upon the basis and the terms and in the manner  provided
in this  Option,  the  Holder,  upon the  exercise  hereof at any time after the
consummation of the transaction,  shall be entitled to receive (at the aggregate
Unit Price in effect at the time of such  consummation  for all Common Stock and
Warrants issuable upon exercise immediately prior to the consummation),  in lieu
of the  Series  A  Stock  and  Warrants  issuable  upon  exercise  prior  to the
consummation, the greatest amount of securities, cash or other property to which
the Holder would actually have been entitled as a common  stockholder  upon such
consummation  if the Holder had exercised the rights  represented by this Option
and the securities thereunder immediately prior thereto,  subject to adjustments
(subsequent  to the  consummation)  as  nearly  equivalent  as  possible  to the
adjustments provided for in Sections 4 hereof.




                                       3
<PAGE>

         6. No Dilution or Impairment.

                  6.1 The Company will not, by amendment of its  certificate  of
incorporation or through any consolidation, merger, reorganization,  transfer of
assets, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Option, but will at all times in good faith assist in the carrying out of all of
the terms and in the taking of all actions  necessary or appropriate in order to
protect  the  rights of the  Holder.  Without  limiting  the  generality  of the
foregoing,  the  Company:  (a) will not  permit  the par value of any  shares of
Series A Stock  receivable  upon the  exercise  of this Option (or the shares of
Common Stock  thereunder) to exceed the amount  payable  therefor upon exercise,
(b) will take all actions necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable  shares of Series A Stock
(or the shares of Common Stock thereunder) on the exercise of the Option and (c)
will not take any action which  results in any  adjustment  of the Unit Price if
the total  number of  shares  of Series A Stock (or the  shares of Common  Stock
thereunder)  issuable  after the action upon the  exercise  of the Option  would
exceed  the total  number of  shares  of  Series A Stock or  Common  Stock  then
authorized by the Company's  certificate of incorporation  and available for the
purpose of issuance upon exercise.

                  6.2 The  number  of shares  of  Series A Stock  issuable  upon
exercise of the Option may increase substantially in certain circumstances.  The
Company  acknowledges  that its obligation to issue shares of Series A Stock (or
the shares of Common Stock  thereunder)  issuable upon exercise of the Option is
binding upon it and  enforceable  regardless  of the dilution that such issuance
may have on the ownership interests of other stockholders.

         7. Chief Financial  Officer's Report as to Adjustments.  In the case of
any adjustment or  re-adjustment  in the shares of Series A Stock (or the shares
of Common  Stock  thereunder)  issuable  upon the exercise of this Option or the
Warrants contained therein, the Company at its expense will promptly compute the
adjustment  or  re-adjustment  in  accordance  with the terms of this Option and
Warrants and, if requested by the Holder,  cause its Chief Financial  Officer to
certify  the  computation  (other  than any  computation  of the  fair  value of
property as  determined  in good faith by the Board of Directors of the Company)
and prepare a report setting forth the adjustment or  re-adjustment  and showing
in reasonable detail the method of calculation  thereof and the facts upon which
the  adjustment  or  re-adjustment  is based,  including a statement of: (a) the
number of shares of Series A Stock and Common Stock  outstanding or deemed to be
outstanding  and (b) the Unit  Price in effect  immediately  prior to the deemed
issuance  or sale and as  adjusted  and  re-adjusted  (if  required by Section 4
hereof) on account  thereof and the number of shares  issuable  upon exercise of
the Option.  The Company will forthwith mail a copy of each report to the Holder
and will,  upon the written  request at any time of the  Holder,  furnish to the
Holder a like report  setting forth the Unit Price at the time in effect and the
number of shares  issuable upon exercise of the Option and showing in reasonable
detail how it was  calculated.  The Company will also keep copies of all reports
at its office maintained  pursuant to Section 11.2(a) hereof and will cause them
to be available for  inspection at the office during normal  business hours upon
reasonable  notice by the  Holder or any  prospective  purchaser  of the  Option
designated by the Holder thereof.



                                       4
<PAGE>

         8.  Reservation  of Shares.  The Company shall at all times reserve and
keep available out of its  authorized but unissued  shares of Series A Stock and
Common Stock,  free from all taxes,  liens and charges with respect to the issue
thereof  and not be  subject to  preemptive  rights or other  similar  rights of
stockholders of the Company, solely for the purpose of effecting the exercise of
the Option and Warrants  contained  therein (and the  conversion of the Series A
Stock  contained  therein),  such number of its shares of Common  Stock as shall
from time to time be sufficient to effect the exercise of the Option,  and if at
any time the number of authorized but unissued  shares of Common Stock shall not
be  sufficient  to effect the  exercise  of the Option  and  Warrants  contained
therein, in addition to such other remedies as shall be available to Holder, the
Company will take such  corporate  action as may, in the opinion of its counsel,
be necessary to increase the number of authorized but unissued  shares of Common
Stock  to such  number  of  shares  as shall be  sufficient  for such  purposes,
including  without  limitation,  using its best efforts to obtain the  requisite
stockholder  approval  necessary to increase the number of authorized  shares of
the  Company's  Common  Stock.  All  shares of Series A Stock (or the  shares of
Common Stock thereunder) issuable upon exercise of the Option and Warrants shall
be duly authorized and, when issued upon exercise,  shall be validly issued and,
in the case of shares, fully paid and nonassessable.

         9. Registration and Listing.

                  9.1 The Company shall file a  registration  statement with the
Securities and Exchange Commission (the "SEC") as soon as reasonably practicable
following the  conclusion  of the Offering  covering the resale of the shares of
Common Stock issuable upon the conversion of the Series A Stock and the exercise
of the Warrants  issuable  upon the exercise of this  Option.  In addition,  the
Company  shall  use  reasonable  efforts  to have  such  registration  statement
declared  effective  by the  Commission  by no later  than  March 31,  2004 (the
"Target Effective Date"), and to maintain the effectiveness of such registration
statement until the third (3rd) anniversary of the closing of this Offering.  In
the  event  that  the  Company  fails  to  have  the  Commission   declare  such
registration statement effective by the Target Effective Date, then the dividend
rate on the shares of Series A Stock receivable upon the exercise of this Option
shall   increase  by  2%  for  each  whole  calendar  month  during  which  such
registration  statement is not declared  effective by the SEC; provided however,
that in no event shall the dividend rate exceed 20%. Upon the  effectiveness  of
such  registration  statement,  the  dividend  rate shall  re-adjust  to 11%. In
addition  to the  foregoing,  the Company  furthermore  grants to the Holder any
additional  "piggyback" or other registration rights granted to the investors in
the Offering.

                  9.2 The Company  shall  secure the listing of the Common Stock
underlying  the Units  upon  each  national  securities  exchange  or  automated
quotation  system upon which shares of Common Stock are then listed  (subject to
official notice of issuance) and shall maintain such listing of shares of Common
Stock  issued  under the terms of the  Option.  The  Company  shall at all times
comply  in  all  respects  with  the  Company's  reporting,   filing  and  other
obligations under the by-laws or rules of the National Association of Securities
Dealers,  Inc. and the NASDAQ SmallCap Market (or such other national securities
exchange or market on which the Common Stock may then be listed, as applicable).



                                       5
<PAGE>

                  9.3 The  Company  will  prepare  and  file  with  the SEC such
amendments  and  supplements to the  registration  statement (and the prospectus
contained  therein) referred to in Section 9.1 above as may be necessary to keep
such  registration   statement  effective  until  the  sale  of  the  securities
registered  thereunder,  and shall comply with the  provisions of the Securities
Act of 1933,  as amended  (the "Act")  with  respect to the  disposition  of all
securities owned by the Holder that are covered by such  registration  statement
during such period in accordance with the intended methods of disposition by the
Holder. The Company at its own expense will furnish to the Holder such number of
copies of such registration  statement,  each amendment and supplement  thereto,
the  prospectus  included  in  such  registration   statement   (including  each
preliminary  prospectus)  and such other  documents as the Holder may request in
order to facilitate the disposition of the shares owned by the Holder.

                  9.4  The  Company  shall  pay  all  expenses  relating  to the
registration and listing obligations set forth in this Section 9.

         10. Restrictions on Transfer.

                  10.1 Restrictive  Legends.  This Option and each Option issued
upon transfer or in  substitution  for this Option  pursuant to Section 11, each
certificate  for Common  Stock  issued upon the  exercise of the Option and each
certificate  issued  upon  the  transfer  of any  such  Common  Stock  shall  be
transferable only upon satisfaction of the conditions  specified in this Section
10 and  Section  11.4.  Each of the  foregoing  securities  shall be  stamped or
otherwise  imprinted with a legend  reflecting the  restrictions on transfer set
forth in Section 10 and Section 11.4 hereof and any restrictions  required under
the Act.

                  10.2 Notice of Proposed Transfer; Opinion of Counsel. Prior to
any  transfer of any  securities  which are not  registered  under an  effective
registration statement under the Act ("Restricted Securities"),  the Holder will
give  written  notice  to the  Company  of the  Holder's  intention  to affect a
transfer and to comply in all other respects with this Section 10.2. Each notice
(a) shall describe the manner and  circumstances of the proposed  transfer,  and
(b) shall  designate  counsel  for the  Holder  giving  the  notice  (who may be
in-house  counsel for the Holder).  The Holder  giving notice will submit a copy
thereof to the counsel designated in the notice. The following  provisions shall
then apply:

                           (i) If in the  opinion  of  counsel  for  the  Holder
reasonably  satisfactory  to the Company the  proposed  transfer may be effected
without registration of Restricted Securities under the Act (which opinion shall
state the basis of the legal  conclusions  reached  therein),  the Holder  shall
thereupon be entitled to transfer the Restricted  Securities in accordance  with
the terms of the notice delivered by the Holder to the Company. Each certificate
representing  the Restricted  Securities  issued upon or in connection  with any
transfer shall bear the restrictive legends required by Section 10.1 hereof.

                           (ii) If the  opinion  called  for in (i) above is not
delivered,  the  Holder  shall  not  be  entitled  to  transfer  the  Restricted
Securities until either (x) receipt by the Company of a further notice from such
Holder pursuant to the foregoing provisions of this Section 10.2 and fulfillment
of the provisions of clause (i) above,  or (y) such  Restricted  Securities have
been effectively registered under the Act.



                                       6
<PAGE>

                           Notwithstanding  any other  provision of this Section
10, no opinion of  counsel  shall be  necessary  for a  transfer  of  Restricted
Securities by the holder  thereof to any Person  employed by or owning equity in
the  Holder,  if the  transferee  agrees in  writing  to be subject to the terms
hereof  to the same  extent as if the  transferee  were the  original  purchaser
hereof and such transfer is permitted under applicable securities laws.

                  10.3 Termination of Restrictions.  The restrictions imposed by
this Section 10 upon the  transferability  of Restricted  Securities shall cease
and terminate as to any particular Restricted  Securities:  (a) which Restricted
Securities shall have been effectively registered under the Act, or (b) when, in
the opinions of both counsel for the holder thereof and counsel for the Company,
such  restrictions are no longer required in order to insure compliance with the
Act or Section 11 hereof.  Whenever such restrictions  shall cease and terminate
as to any Restricted Securities, the Holder thereof shall be entitled to receive
from the Company,  without  expense (other than  applicable  transfer  taxes, if
any), new securities of like tenor not bearing the applicable  legends  required
by Section 10.1 hereof.

         11. Ownership, Transfer and Substitution of Option.

                  11.1 Ownership of Option.  The Company may treat the person in
whose  name this  Option is  registered  to in the  Option  Register  maintained
pursuant  to  Section  11.2(a)  hereof as the owner and holder  thereof  for all
purposes,  notwithstanding any notice to the contrary,  except that, if and when
any Option is  properly  assigned  in blank,  the  Company may (but shall not be
obligated  to) treat the  bearer  thereof  as the owner of such  Option  for all
purposes,  notwithstanding  any  notice to the  contrary.  Subject to Section 10
hereof,  this  Option,  if properly  assigned,  may be exercised by a new holder
without a new Option first having been issued.

                  11.2 Office; Exchange of Option.

                           (a) The Company will maintain its principal office as
described in the PPM or such other  offices as the Company  notifies the holders
of the Option.

                           (b) The Company  shall cause to be kept at its office
maintained  pursuant  to  Section  11.2(a)  hereof  an Option  Register  for the
registration  and transfer of the Option.  The names and addresses of the holder
of the Option,  the transfers thereof and the names and addresses of transferees
of the Option shall be registered in such Option  Register.  The Person in whose
name the Option shall be so registered  shall be deemed and treated as the owner
and holder thereof for all purposes of this Option, and the Company shall not be
affected by any notice or knowledge to the contrary.

                           (c)  Upon  the  surrender  of this  Option,  properly
endorsed,  for  registration  of transfer  or for  exchange at the office of the
Company  maintained  pursuant  to Section  11.2(a)  hereof,  the  Company at its
expense  will  (subject to  compliance  with Section 10 hereof,  if  applicable)
execute and  deliver to or upon the order of the Holder  thereof a new Option



                                       7
<PAGE>

of like tenor,  in the name of such holder or as such  holder  (upon  payment by
such  holder of any  applicable  transfer  taxes)  may  direct,  calling  in the
aggregate  on the face thereof for the number of Units called for on the face of
the Option so surrendered.

                  11.3   Replacement   of  Option.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation of the Option and, in the case of any such loss, theft or destruction
of the Option, upon delivery of indemnity reasonably satisfactory to the Company
in form and  amount or, in the case of any  mutilation,  upon  surrender  of the
Option for  cancellation  at the office of the  Company  maintained  pursuant to
Section 11.2(a) hereof, the Company at its expense will execute and deliver,  in
lieu thereof, a new Option of like tenor and dated the date hereof.

         12.  No Rights  or  Liabilities  as  Stockholder.  No  Holder  shall be
entitled to vote or receive  dividends  or be deemed the holder of any shares of
Series A Stock or Common Stock or any other  securities of the Company which may
at any time be  issuable  on the  exercise  hereof  for any  purpose,  nor shall
anything  contained herein be construed to confer upon the Holder,  as such, any
of the  rights  of a  stockholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization,  issuance of stock, reclassification of stock, change
of par value,  consolidation,  merger,  conveyance,  or otherwise) or to receive
notice of meetings,  or to receive dividends or subscription rights or otherwise
until the  Option  shall  have been  exercised  and the  shares of Common  Stock
purchasable upon t1he exercise hereof shall have become deliverable, as provided
herein. The Holder will not be entitled to share in the assets of the Company in
the event of a liquidation, dissolution or the winding up of the Company.

         13. Notices.  Any notice or other communication in connection with this
Option shall be deemed to be given if in writing (or in the form of a facsimile)
addressed as hereinafter provided and actually delivered at said address: (a) if
to any  Holder,  at the  registered  address of such  holder as set forth in the
Option Register kept at the office of the Company maintained pursuant to Section
11.2(a)  hereof,  or (b) if to  the  Company,  to  the  attention  of its  Chief
Financial Officer at its office  maintained  pursuant to Section 11.2(a) hereof;
provided,  however,  that the  exercise of the Option  shall be effective in the
manner provided in Section 3 hereof.

         14. Payment of Taxes. The Company will pay all documentary  stamp taxes
attributable  to the issuance of shares of Common Stock  underlying  this Option
upon exercise of this Option;  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  certificate  for shares of Common Stock  underlying
this Option in a name other that of the Holder.  The Holder is  responsible  for
all other tax  liability  that may arise as a result of holding or  transferring
this Option or  receiving  shares of Common  Stock  underlying  this Option upon
exercise hereof.

         15.  Miscellaneous.  This  Option and any term  hereof may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the change, waiver,  discharge or termination
is sought.  This Option shall be construed and enforced in  accordance  with and
governed  by the laws of the State of New York.  The  section  headings  in this
Option are for  purposes of  convenience  only and shall not  constitute  a part
hereof.



                                       8
<PAGE>

         IN WITNESS  WHEREOF,  the Company has caused this Placement Agent Units
Purchase Option to be duly executed as of the date first above written.


                          WHITEWING ENVIRONMENTAL CORP.



                          By: ______________________________________________
                              Name: Norman Raben
                              Title: Executive Vice President and Secretary




                                       9
<PAGE>

                                    EXHIBIT A

                             FORM OF EXERCISE NOTICE

                 [To be executed only upon conversion of Option]


To WHITEWING ENVIRONMENTAL CORP.:

         The  undersigned   registered   holder  of  the  within  Option  hereby
irrevocably  exercises  the Option  pursuant  to Section  3.1 of the Option with
respect to  __________(1)  Units, at an exercise price per Unit of $____,  which
the holder  would be  entitled to receive  upon the cash  exercise  hereof,  and
requests that the certificates for the shares and Warrants be issued in the name
of, and delivered to, whose address is:


Dated: _______________


                            ---------------------------------------------------
                            Print or Type Name

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

                            ---------------------------------------------------
                            (Street Address)

                            ---------------------------------------------------
                            (City) (State) (Zip Code)






-----------------------
(1) Insert here the number  Units on the face of this Option (or, in the case of
a  partial  exercise,  the  portion  thereof  as to which  this  Option is being
exercised),  in either case without  making any  adjustment  of shares of Common
Stock or any other stock or other securities or property or cash which, pursuant
to the adjustment  provisions of this Option, may be delivered upon exercise. In
the case of a partial  exercise,  a new  Option  will be issued  and  delivered,
representing the unconverted  portion of the Option, to the holder  surrendering
the Option.


<PAGE>



                                    EXHIBIT B

                               FORM OF ASSIGNMENT

                  [To be executed only upon transfer of Option]

         For value  received,  the undersigned  registered  holder of the within
Option hereby sells, assigns and transfers unto  _____________________ the right
represented  by  the  Option  to  purchase   __________(1)  Units  of  WHITEWING
ENVIRONMENTAL    CORP.   to   which   the   Option    relates,    and   appoints
_____________________  Attorney to make such  transfer on the books of WHITEWING
ENVIRONMENTAL CORP.  maintained for the purpose, 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 Option)

                                        ----------------------------------------
                                        (Street Address)

                                        ----------------------------------------
                                        (City) (State) (Zip Code)

Signed in the presence of:

                                        ----------------------------------------
                                        (Signature of Transferee)

                                        ----------------------------------------
                                        (Street Address)

                                        ----------------------------------------
                                        (City) (State) (Zip Code)
Signed in the presence of:

-----------------------
(1) Insert here the number  Units on the face of this Option (or, in the case of
a  partial  exercise,  the  portion  thereof  as to which  this  Option is being
exercised),  in either case without  making any  adjustment  of shares of Common
Stock or any other stock or other securities or property or cash which, pursuant
to the adjustment  provisions of this Option, may be delivered upon exercise. In
the case of a partial  exercise,  a new  Option  will be issued  and  delivered,
representing the unconverted  portion of the Option, to the holder  surrendering
the Option.