Exhibit 4.1

                                    Form of
                               Warrant to Purchase
                                    --------
                         Shares of Class A Common Stock

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE  UPON  EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR SUCH SHARES MAY BE SOLD,  ENCUMBERED  OR OTHERWISE  TRANSFERRED
EXCEPT  PURSUANT TO AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH ACT OR AN
EXEMPTION  FROM SUCH  REGISTRATION  REQUIREMENT,  AND, IF AN EXEMPTION  SHALL BE
APPLICABLE,  THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Void after 5:00 P.M. New York City time on the last day of the Exercise  Period,
as defined in the Warrant

                                    Class A
                          COMMON STOCK PURCHASE WARRANT
                                       OF
                          WHITEWING ENVIRONMENTAL CORP.

         This is to certify that, FOR VALUE RECEIVED, ("Holder"), is entitled to
purchase,   subject  to  the   provisions  of  this  Warrant,   from   Whitewing
Environmental  Corp., a Delaware  corporation  (the  "Company"),  at an exercise
price per share of $.15,  subject to  adjustment  as provided  in this  Warrant,
thousand  ( ) shares  of  common  stock,  par value  $0.001  per share  ("Common
Stock").  The shares of Common  Stock  deliverable  upon such  exercise,  and as
adjusted from time to time, are  hereinafter  sometimes  referred to as "Warrant
Stock,"  and the  exercise  price for the  purchase  of a share of Common  Stock
pursuant to this Warrant in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price."

         1. ISSUANCE OF WARRANT.  This Warrant is being issued  pursuant to that
certain  Subscription  Agreement dated as of the date hereof between the Company
and the Holder (the "Subscription Agreement"). Capitalized terms used herein and
not  otherwise   defined  shall  have  the  meanings  ascribed  thereto  in  the
Subscription  Agreement.  In addition the following  terms have the meanings set
forth below:

                  "Closing  Price" means the last  trading  price for the Common
Stock as reported by the NASD OTC Bulletin Board, or other principal exchange or
electronic  trading  system on which the  shares of Common  Stock are  quoted or
traded.

                  "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities, which are convertible into or exchangeable,
with or without  payment of additional  consideration  in cash or property,  for
shares of Common Stock, either immediately or upon the occurrence of a specified
date or a specified event.



                                        1
<PAGE>

                  "Exercise Period" shall mean the period commencing on the date
hereof  and  ending  at 5 p.m.,  eastern  time on the day  preceding  the  third
anniversary of the date hereof.

                  "Permitted  Issuances"  shall  mean (i)  Common  Stock  issued
pursuant to a stock split or  subdivision,  (ii) Common Stock issuable or issued
to employees,  consultants or directors of the Company directly or pursuant to a
stock plan or other compensation  arrangement approved by the Board of Directors
of the Company,  (iii) capital stock, debt instruments  convertible into capital
stock or options or warrants  to purchase  capital  stock,  issued to  financial
institutions,   investors  or  lessors  in  connection  with  commercial  credit
arrangements,  equipment financings or similar  transactions,  provided that the
terms of such transaction or transactions are approved by the Board of Directors
of the Company,  (iv) capital stock,  debt instruments  convertible into capital
stock or warrants or options to purchase capital stock issued in connection with
bona fide acquisitions,  mergers,  technology  licenses or purchases,  corporate
partnering  agreements,  joint  ventures or similar  transactions,  the terms of
which are approved by the Board of  Directors  of the Company,  (v) Common Stock
issued or issuable  upon  conversion  of the  Warrants  or any other  securities
exercisable  or  exchangeable  for, or  convertible  into shares of Common Stock
outstanding  as of September 10, 2003, and (vi) shares of Common Stock issued or
issuable in a transaction approved in advance by the holders of more than 50% of
the then outstanding Warrants.

                  "Redemption Conditions" means each of the following conditions
to a redemption  of the Warrants by the Company:  (i) the shares of Common Stock
have had a Closing  Price at or above $0.75 per share (as adjusted for any stock
splits,   combinations  or  other   recapitalizations)  for  not  less  than  30
consecutive  trading  days  during the 45 day period  preceding  the date of the
Redemption Notice (the "Redemption  Measuring  Period"),  (ii) the average daily
trading  volume  during the  Redemption  Measuring  Period has  exceeded  75,000
shares,  and (iii) the  resale of the  shares  of  Common  Stock  issuable  upon
exercise of the Warrants are (a)  registered  with the  Securities  and Exchange
Commission  (the  "Commission"  or the "SEC") for resale to the public  under an
effective  registration  statement,  or (b) saleable pursuant to an exemption to
the  registration  requirements  of the  Securities  Act of  1933,  as  amended,
including without limitation, Rule 144 promulgated thereunder.

                  "Trigger  Price"  shall mean $.08 per share,  as  adjusted to
reflect forward and reverse stock splits.

         2.  EXERCISE OF WARRANT.  This  Warrant may be exercised in whole or in
part at any time or from time to time from the date hereof  until the end of the
Exercise  Period 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 shares of Common Stock  specified in such form.
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



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<PAGE>

rights of the  Holder  hereof to  purchase  the  balance of the shares of Common
Stock purchasable hereunder.  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 actually delivered to
the Holder. As soon as practicable after each exercise of this Warrant, in whole
or in part,  and in any event within seven (7) 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 6 hereof, as the Holder (upon payment by the Holder of any applicable
transfer  taxes) may direct a  certificate  or  certificates  (with  appropriate
restrictive  legends, as applicable) for the number of duly authorized,  validly
issued,  fully paid and nonassessable shares of Common Stock to which the Holder
shall be entitled upon exercise plus, in lieu of any  fractional  share to which
the Holder would  otherwise be entitled,  all issuances of Common Stock shall be
rounded up to the nearest whole share.

         3. RESERVATION OF  SHARES/FRACTIONAL  SHARES. The Company hereby agrees
that at all times there shall be reserved  for  issuance  and/or  delivery  upon
exercise  of this  Warrant  such  number of  shares of Common  Stock as shall be
required for issuance and delivery upon exercise of this Warrant.  No fractional
shares  or  script  representing  fractional  shares  shall be  issued  upon the
exercise of this  Warrant.  Instead,  the  Company  will round up to the nearest
whole share.

         4. 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 same number of shares of Common
Stock purchasable hereunder. Upon surrender of this Warrant to the Company 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 canceled.  This Warrant may be divided or combined with other  Warrants which
carry the same rights upon  presentation  hereof at the 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.  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.

         5.  RIGHTS AND  OBLIGATIONS  OF THE  HOLDER.  The Holder  shall not, by
virtue of this  Warrant,  be  entitled  to any  rights of a  stockholder  in the
Company,  either at law or



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<PAGE>

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.  In addition,  no provision  hereof, in the absence of affirmative
action by Holder to purchase shares of Common Stock,  and no enumeration  herein
of the rights or privileges of Holder  hereof,  shall give rise to any liability
of such Holder for the purchase price of any Common Stock or as a stockholder of
Company,  whether  such  liability  is  asserted by Company or by  creditors  of
Company.

         6. ANTI-DILUTION  PROVISIONS.  The Exercise Price in effect at any time
and the number and kind of securities  purchasable upon exercise of each Warrant
shall be subject to adjustment as follows and the Company shall give each Holder
notice of any event  described  below which  requires an adjustment  pursuant to
this Section 7 at the time of such event:

              (a) Stock Dividends, Subdivisions and Combinations. If at any time
Company shall:

                    (i) take a record of the holders of its Common Stock for the
purpose  of  entitling  them  to  receive  a  dividend   payable  in,  or  other
distribution of, shares of Common Stock,

                    (ii)  subdivide  or  reclassify  its  outstanding  shares of
Common Stock into a larger number of shares of Common Stock, or

                    (iii) combine or reclassify its outstanding shares of Common
Stock  into a smaller  number of shares of Common  Stock or  otherwise  effect a
reverse stock split,

then (i) the  number  of  shares of Common  Stock  for  which  this  Warrant  is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record  holder of the same
number of  shares  of  Common  Stock  for  which  this  Warrant  is  exercisable
immediately  prior to the occurrence of such event, or the record date therefor,
whichever is earlier, would own or be entitled to receive after the happening of
such event,  and (ii) the Exercise  Price(s)  shall be adjusted to equal (A) the
Exercise  Price  immediately  prior to such  event  multiplied  by the number of
shares of Common Stock for which this Warrant is exercisable  immediately  prior
to the adjustment  divided by (B) the number of shares for which this Warrant is
exercisable immediately after such adjustment.

              (b) Certain Other Distributions and Adjustments.

                    (i) If at any  time  Company  shall  take  a  record  of the
holders of its Common  Stock for the  purpose of  entitling  them to receive any
dividend or other distribution of:

                         (A) cash,

                         (B) any  evidences of its  indebtedness,  any shares of
its stock or any other  securities or property of any nature  whatsoever  (other
than Convertible Securities or shares of Common Stock), or



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<PAGE>

                         (C) any warrants or other  rights to  subscribe  for or
purchase any evidences of its indebtedness, any shares of its stock or any other
securities  or  property  of  any  nature  whatsoever  (other  than  Convertible
Securities or shares of Common Stock),

then Holder shall be entitled to receive  such  dividend or  distribution  as if
Holder had exercised this Warrant.  (ii) A reclassification  of the Common Stock
(other than a change in par value,  or from par value to no par value or from no
par value to par  value)  into  shares of Common  Stock and  shares of any other
class of stock shall be deemed a  distribution  by Company to the holders of its
Common  Stock of such  shares of such  other  class of stock  and in such  event
Holder shall be entitled to receive such distribution as if Holder had exercised
this  Warrant  and, if the  outstanding  shares of Common Stock shall be changed
into a larger or  smaller  number  of  shares of Common  Stock as a part of such
reclassification,  such change shall be deemed a subdivision or combination,  as
the case may be, of the outstanding shares of Common Stock within the meaning of
Section 6(a).

         (c) Issuance of Additional Shares of Common Stock.

              (i) If at any time the  Company  shall issue or sell any shares of
Common  Stock in  exchange  for  consideration  in an amount per share of Common
Stock less than the Trigger Price, other than Permitted Issuances,  then (A) the
Exercise Price shall be adjusted so that it shall equal the price  determined by
multiplying  the Exercise Price in effect  immediately  prior to such event by a
fraction,  of which the numerator  shall be the number of shares of Common Stock
outstanding  on the date of  issuance  plus the number of  additional  shares of
Common Stock which the aggregate  offering  price would  purchase based upon the
Closing  Price,  and of which the  denominator  shall be the number of shares of
Common Stock  outstanding  on the date of issuance plus the number of additional
shares of Common Stock issued or issuable in such  offering,  and (B) the number
of shares  of  Common  Stock for which  this  Warrant  is  exercisable  shall be
adjusted to equal the product  obtained by  multiplying  the  Exercise  Price in
effect immediately prior to such issue or sale by the number of shares of Common
Stock for which this Warrant is exercisable  immediately  prior to such issue or
sale and dividing the product  thereof by the Exercise Price  resulting from the
adjustment made pursuant to clause (A) above.

              (ii) The  provisions  of paragraph  (i) of this Section 6(c) shall
not apply to any issuance of shares of Common Stock for which an  adjustment  is
provided  under  Section 6(a) or 6(b).  No adjustment of the number of shares of
Common Stock for which this  Warrant  shall be  exercisable  shall be made under
paragraph  (i) of this  Section  6(c) upon the  issuance of any shares of Common
Stock  which are  issued  pursuant  to the  exercise  of any  warrants  or other
subscription or purchase rights or pursuant to the exercise of any conversion or
exchange rights in any  Convertible  Securities,  if any such  adjustment  shall
previously  have been made upon the issuance of such warrants or other rights or
upon the issuance of such  Convertible  Securities  (or upon the issuance of any
warrant or other rights therefor)  pursuant to Section 6(d) or Section 6(e).


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<PAGE>

         (d) Issuance of Warrants or Other Rights.  If at any time Company shall
take a record of the holders of its Common  Stock for the  purpose of  entitling
them to receive a distribution  of, or shall in any manner (whether  directly or
by assumption in a merger in which Company is the surviving  corporation)  issue
or sell, any warrants or other rights to subscribe for or purchase any shares of
Common  Stock  or any  Convertible  Securities,  whether  or not the  rights  to
exchange or convert  thereunder are immediately  exercisable,  and the price per
share for which Common Stock is issuable  upon the exercise of such  warrants or
other rights or upon conversion or exchange of such Convertible Securities shall
be less than the Trigger Price, then the number of shares for which this Warrant
is  exercisable  and the Exercise Price shall be adjusted as provided in Section
6(c) on the basis that the  maximum  number of shares of Common  Stock  issuable
pursuant  to all such  warrants  or other  rights or  necessary  to  effect  the
conversion  or exchange of all such  Convertible  Securities  shall be deemed to
have been issued and  outstanding  and Company  shall be deemed to have received
all the consideration  payable  therefor,  if any, as of the date of issuance of
such warrants or other rights.  No further  adjustment of the Exercise  Price(s)
shall be made upon the actual issue of such Common Stock or of such  Convertible
Securities  upon  exercise of such  warrants or other  rights or upon the actual
issuance  of  such  Common  Stock  upon  such  conversion  or  exchange  of such
Convertible Securities.


         (e) Issuance of  Convertible  Securities.  If at any time Company shall
take a record of the holders of its Common  Stock for the  purpose of  entitling
them to receive a distribution  of, or shall in any manner (whether  directly or
by assumption in a merger in which Company is the surviving  corporation)  issue
or sell, any  Convertible  Securities,  whether or not the rights to exchange or
convert  thereunder  are  immediately  exercisable,  and the price per share for
which Common Stock is issuable upon such  conversion  or exchange  shall be less
than the Trigger Price, then the number of shares of Common Stock for which this
Warrant is  exercisable  and the Exercise Price shall be adjusted as provided in
Section  6(c) on the basis  that the  maximum  number of shares of Common  Stock
necessary  to  effect  the  conversion  or  exchange  of  all  such  Convertible
Securities shall be deemed to have been issued and outstanding and Company shall
have received all of the consideration  payable therefor, if any, as of the date
of issuance of such Convertible Securities.  If any issue or sale of Convertible
Securities  is made upon exercise of any warrant or other right to subscribe for
or to purchase any such  Convertible  Securities  for which  adjustments  of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Exercise  Price have been or are to be made pursuant to Section 6(d), no further
adjustment  of the number of shares of Common  Stock for which  this  Warrant is
exercisable and the Exercise Price shall be made by reason of such record, issue
or sale.

         (f) Superseding Adjustment.  If at any time after any adjustment of the
number of shares of Common Stock for which this Warrant is  exercisable  and the
Exercise  Price(s) shall have been made pursuant to Section 6(d) or Section 6(e)
as the result of any issuance of warrants, rights or Convertible Securities,

              (i)  such  warrants  or  rights,  or the  right of  conversion  or
exchange  in such  other  Convertible  Securities,  shall  expire,  and all or a
portion of such warrants or rights,  or the right of conversion or exchange with
respect to all or a portion of such other  Convertible  Securities,  as the case
may be, shall not have been exercised, or



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<PAGE>

              (ii) the  consideration per share for which shares of Common Stock
are  issuable  pursuant to such  warrants or rights,  or the terms of such other
Convertible  Securities,  shall be  increased  solely by  virtue  of  provisions
therein contained for an automatic increase in such consideration per share upon
the occurrence of a specified date or event,

then for each  outstanding  Warrant such previous  adjustment shall be rescinded
and  annulled  and the shares of Common  Stock  which  were  deemed to have been
issued by virtue of the  computation  made in connection  with the adjustment so
rescinded  and annulled  shall no longer be deemed to have been issued by virtue
of such  computation  made in  connection  with the  adjustment so rescinded and
annulled  shall no  longer  be  deemed  to have  been  issued  by virtue of such
computation.  Thereupon,  a  recomputation  shall be made of the  effect of such
rights or options or other Convertible Securities on the basis of:

                    (A)  treating  the number of shares of Common Stock or other
property,  if any,  theretofore  actually  issued or  issuable  pursuant  to the
previous exercise of any such warrants or rights or any such right of conversion
or exchange, as having been issued on the date or dates of any such exercise and
for the consideration actually received and receivable therefor, and

                    (B) treating  any such  warrants or rights or any such other
Convertible  Securities which then remain  outstanding as having been granted or
issued  immediately  after the time of such  increase of the  consideration  per
share for which shares of Common Stock or other property are issuable under such
warrants or rights or other convertible  Securities;  whereupon a new adjustment
of the number of shares of Common  Stock for which this  Warrant is  exercisable
and the Exercise  Price(s) shall be made,  which new adjustment  shall supersede
the previous adjustment so rescinded and annulled.

         (g) No adjustment in the Exercise  Price shall be required  unless such
adjustment would require an increase or decrease of at least one cent ($0.01) in
such price;  provided,  however,  that any  adjustments  which by reason of this
Section 6(g) are not required to be made shall be carried forward and taken into
account in any subsequent  adjustment.  All calculations under this Section 6(g)
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be.

         (h) The Company may retain a firm of independent  public accountants of
recognized  standing  selected by the Board (who may be the regular  accountants
employed by the Company) to make any computation required by this Section 6.

         (i) In the event that at any time,  as a result of an  adjustment  made
pursuant to Section 6(a), (b) or (c) of this Warrant,  the Holder of any 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 any 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 Sections 6(a) through (h),  inclusive,
of this Warrant.



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<PAGE>

         (j) Notwithstanding the foregoing,  no adjustment shall be effected due
to, or as a result of, any Permitted Issuances.

         (k) Other Action  Affecting  Common Stock.  In case at any time or from
time to time Company shall take any action in respect of its Common Stock, other
than any action  described in this Section 6, then,  unless such action will not
have a materially  adverse effect upon the rights of the Holders,  the number of
shares of Common  Stock or other  stock for which this  Warrant  is  exercisable
and/or the  purchase  price  thereof  shall be adjusted in such manner as may be
equitable in the circumstances.

      7. REDEMPTION.

         (a)  Redemption  Option.   Upon  the  satisfaction  of  the  Redemption
Conditions, the Company may, at the option of its Board of Directors, redeem the
Warrants, out of funds legally available therefor by paying the Redemption Price
(as hereafter defined) in cash for each Warrant then redeemed.

         (b) Redemption  Price.  The Redemption Price under this Section 7 shall
be $.08 per Warrant,  subject to adjustment for any stock split, stock dividend,
recapitalization, combination or adjustment.

         (c) Notice.  Notice of any proposed redemption of the Warrants pursuant
to this  Section 7 shall be given by the Company by sending by  certified  mail,
postage  prepaid,  a copy of such notice (the  "Redemption  Notice") at least 30
days prior to date on which it  proposes  to redeem  the stock (the  "Redemption
Date") to the holders of record of the Warrants,  at their respective  addresses
appearing on the books of the Company or given by such holder to the Company for
the  purposes  of notice,  or if no such  address  appears  or is given,  at the
principal office of the Company.  Such notice shall state the Redemption Date to
which such  notice  relates,  the number of  Warrants  to be  redeemed  from all
holders  thereof and from such holder,  the  Redemption  Price per Warrant,  the
record date for purposes of such  redemption and the date on which such holder's
right to exercise the Warrant into Common Stock will  terminate,  and shall call
upon such  holder to  surrender  to the Company on said  Redemption  Date at the
place  designated  in the  notice  such  holder's  certificate  or  certificates
representing the Warrants to be redeemed.

         (d)  Payment.  On the  Redemption  Date,  the funds  legally  available
therefor  shall be used to redeem  from the  holders  thereof at the  Redemption
Price that  number of  Warrants  which the Company has elected to redeem on such
date.

         (e) Redemption  Procedures.  On or after a Redemption Date, each holder
of Warrants  being  redeemed on that date shall  surrender  this  Warrant to the
Company, or its agent, at the place designated in the notice and shall thereupon
be entitled to receive payment of the Redemption Price therefor.  The Redemption
Price of such  Warrants  shall be payable to the order of the person  whose name
appears on this Warrant as the owner thereof, and each surrendered Warrant shall
be cancelled.



                                       8
<PAGE>

         (f) Deposit of  Redemption  Price.  Within ten (10) days  following the
Redemption  Date,  the Company  shall pay the  Redemption  Price of all Warrants
designated  for  redemption in the  Redemption  Notice and not yet exercised for
shares of Common Stock to the Warrant holder.

         (g)  Termination of Rights.  From and after the  Redemption  Date then,
notwithstanding  that the Warrants so called for redemption  shall not have been
surrendered,  all rights of the holders  thereof with respect to the Warrants so
called for  redemption  shall  forthwith  after  such date cease and  terminate,
except  only the right of the  holders  to  receive  the  Redemption  Price upon
surrender of their Warrant therefor.

      8. OFFICER'S CERTIFICATE. Whenever the Exercise Price(s) shall be adjusted
as required by the  provisions of Section 6 of this  Warrant,  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(s) and the adjusted number of
shares of Common Stock  issuable upon  exercise of each  Warrant,  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 forwarded to Holder as provided in Section 12.

      9  NOTICES  TO  WARRANT  HOLDERS.   So  long  as  this  Warrant  shall  be
outstanding,  (1) if the Company shall pay any dividend or make any distribution
upon Common  Stock,  or (2) 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 (3) 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 entity,  tender offer  transaction for the Company's  Common Stock,
sale, lease or transfer of all or  substantially  all of the property and assets
of the Company, or voluntary or involuntary dissolution,  liquidation or winding
up of the  Company  shall  be  effected,  or (4) if  the  Company  shall  file a
registration statement under the Securities Act of 1933, as amended (the "Act"),
on any form other  than on Form S-4 or S-8 or any  successor  form,  then in any
such case, the Company shall cause to be mailed by certified mail to the Holder,
at least ten days prior to the date  specified in clauses (1),  (2), (3) or (4),
as the case may be, of this Section 9 a notice containing a brief description of
the  proposed  action and  stating the date on which (i) a record is to be taken
for  the  purpose  of such  dividend,  distribution  or  rights,  or  (ii)  such
reclassification,    reorganization,   consolidation,   merger,   tender   offer
transaction,  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, or (iii) such registration
statement is to be filed with the Securities and Exchange Commission.

      10.   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



                                       9
<PAGE>

continuing  or  surviving   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 of all or  substantially  all of the assets of
the Company,  the Company shall, as a condition  precedent to such  transaction,
cause  effective  provisions  to be made so that (i) the  Holder  shall have the
right thereafter by exercising this 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 could have been purchased upon exercise of this Warrant  immediately prior
to such reclassification, change, consolidation, merger, sale or conveyance, and
(ii) the  successor  or  acquiring  entity  shall  expressly  assume the due and
punctual  observance  and  performance  of each  covenant and  condition of this
Warrant  to be  performed  and  observed  by  Company  and all  obligations  and
liabilities  hereunder (including but not limited to the provisions of Section 3
regarding  the  increase  in the number of shares of Warrant  Stock  potentially
issuable hereunder).  Any such provision shall include provision for adjustments
which shall be as nearly equivalent as possible to the adjustments  provided for
in this  Warrant.  The foregoing  provisions of this Section 10 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 in part, for a security of the Company other
than  Common  Stock,  any such issue  shall be treated as an  issuance of Common
Stock covered by the provisions of Section 6 of this Warrant.

      11.  TRANSFER TO COMPLY WITH THE SECURITIES  ACT OF 1933.  This Warrant or
the Warrant Stock or any other security issued or issuable upon exercise of this
Warrant may not be sold or otherwise disposed of except as follows:

              (i) to a person who, in the opinion of counsel for the Company, is
a person to whom this  Warrant  or  Warrant  Stock may  legally  be  transferred
without  registration and without the delivery of a current prospectus under the
Act with respect  thereto and then only against  receipt of an agreement of such
person to comply  with the  provisions  of this  Section 11 with  respect to any
resale  or  other  disposition  of such  securities  which  agreement  shall  be
satisfactory in form and substance to the Company and its counsel; or

              (ii) to any person upon delivery of a prospectus  then meeting the
requirements of the Act relating to such securities and the offering thereof for
such sale or disposition.

      12.  GOVERNING  LAW;  JURISDICTION.  The  corporate  laws of the  State of
Delaware shall govern all issues  concerning the relative  rights of the Company
and  its  stockholders.  All  issues  concerning  the  construction,   validity,
enforcement  and  interpretation  of  this  Warrant  shall  be  governed  by and
construed in accordance  with the internal laws of the State of New York without
giving effect to the principles of conflicts of law thereof.  The parties hereto
agree that venue in any and all actions and  proceedings  related to the subject
matter of this Warrant  shall be in the state and federal  courts in and for New
York, New York, which courts shall have exclusive jurisdiction for such purpose,
and the parties hereto irrevocably submit to



                                       10
<PAGE>

the exclusive  jurisdiction of such courts and irrevocably  waive the defense of
an  inconvenient  forum to the  maintenance  of any such  action or  proceeding.
Service of process may be made in any manner  recognized  by such  courts.  This
Warrant 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.

      13.  NOTICES.  Any and all notices or other  communications  or deliveries
required or permitted to be provided  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  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 Agreement 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 address for such  notices and
communications shall be as follows:

           If to the Company:   Whitewing Environmental Corp.
                                730 Grand Avenue
                                Ridgefield, NJ  07657
                                Facsimile No.: (201) 943-2023
                                Attn:  Norman Raben

           With copies to:      Brown Rudnick Berlack Israels LLP
                                120 West 45th Street
                                New York, New York 10036
                                Facsimile No.: (212) 704-0196
                                Attn: Alan Forman, Esq.

           If to the Holder     To the Address Set Forth Below

           With copies to:      Maxim Group, LLC
                                405 Lexington Avenue, 2nd Floor
                                New York, NY 10017
                                Facsimile No.: (212) 895-2555
                                Attn:  Anthony Sarkis

      14.  PAYMENT OF TAXES.  The Company will pay all  documentary  stamp taxes
attributable  to the issuance of shares of Common Stock  underlying this Warrant
upon 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  certificate  for shares of Common Stock  underlying
this Warrant 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 Warrant or receiving  shares of Common Stock  underlying  this Warrant upon
exercise hereof.




                                       11
<PAGE>



         IN WITNESS WHEREOF, this Warrant has been duly executed as of September
20, 2003.


                           WHITEWING ENVIRONMENTAL CORP.



                           By: ________________________________
                               Name:  Norman Raben
                               Address:  Executive Vice President and Secretary






                                       12
<PAGE>

                                  PURCHASE FORM



                         Dated: _______________, 20_____

         The  undersigned  hereby  irrevocably  elects to  exercise  the  within
Warrant  to the extent of  purchasing  _____  shares of Common  Stock and hereby
makes  payment of (i)  $___________  in payment  of the  actual  exercise  price
thereof  and/or (ii) the  surrender to the Company of _______  shares of Warrant
Stock.  Schedule 1 attached  hereto  specifies  the Warrant Stock from which the
shares of Common Stock are being  purchased  and the Exercise  Price(s) for such
shares.


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







<PAGE>



                     INSTRUCTIONS FOR REGISTRATION OF STOCK



Name:___________________________________________
     (Please typewrite or print in block letters)



Signature:________________________________________



Social Security or Employer Identification No.:_________________________










<PAGE>





                                 ASSIGNMENT FORM



         FOR  VALUE  RECEIVED,   _______________________________________  hereby
sells, assigns and transfer unto:

Name:_______________________________________________
     (Please typewrite or print in block letters)

Address:_____________________________________________

Social Security or Employer Identification No.:__________________________

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.

         Dated: _________________, 200_.



                                Signature:________________________________


Signature Guaranteed:



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