EXHIBIT 4.37




                          NHANCEMENT TECHNOLOGIES INC.
                          ----------------------------

                               Warrant No. 2001-01

Issued  as  of  the  10th  day             (1)  Aggregate Price: $1,800,000.00
Of  January,  2001                         (2)  Initial Warrant Price: $6.00
                                           (3)  Number of Shares Initially
                                                Subject to Warrant: 300,000

NEITHER  THIS  WARRANT,  NOR THE COMMON STOCK TO BE ISSUED UPON EXERCISE HEREOF,
HAS  BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS AMENDED ("1933
                                                                            ----
SECURITIES  ACT"),  OR  QUALIFIED  OR  REGISTERED  UNDER  CALIFORNIA  OR  OTHER
---------------
APPLICABLE SECURITIES LAWS ("STATE SECURITIES LAWS"), AND THIS WARRANT HAS BEEN,
                             ---------------------
AND  THE  COMMON  STOCK  TO BE ISSUED UPON EXERCISE HEREOF WILL BE, ACQUIRED FOR
INVESTMENT  AND  NOT  WITH  A  VIEW  TO,  OR  FOR RESALE IN CONNECTION WITH, ANY
DISTRIBUTION  THEREOF.  NO SUCH SALE OR OTHER DISPOSITION MAY BE MADE WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE 1933 SECURITIES ACT AND COMPLIANCE
WITH  THE  APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY  TO  THE  ISSUER  AND  ITS  COUNSEL,  THAT SAID REGISTRATION IS NOT
REQUIRED UNDER THE 1933 SECURITIES ACT AND THAT APPLICABLE STATE SECURITIES LAWS
HAVE  BEEN  SATISFIED.


                              COMMON STOCK WARRANT


     This  certifies  that  BALDWIN  PARTNERS,  L.P.,  AN  ILLINOIS  LIMITED
PARTNERSHIP,  ("PURCHASER"),  whose address for notice is located at Suite 2850,
                ---------
141  West  Jackson, Illinois 60604 or any party to whom this Warrant is assigned
in  compliance  with  the  terms  hereof  (Purchaser and any such assignee being
hereinafter  sometimes referenced as "HOLDER"), is entitled to subscribe for and
                                      ------
purchase,  in  whole  or in part, during the period commencing at the issue date
set forth above and ending at 5:00 p.m., Pacific Daylight Time, on July 30, 2001
the  number  of  shares  of  fully paid and non-assessable Common Stock ("COMMON
                                                                          ------
STOCK")  of NHANCEMENT TECHNOLOGIES INC, A DELAWARE CORPORATION (the "COMPANY"),
-----                                                                 -------
that  have  an  aggregate purchase price equal to the Aggregate Price as defined
below;  provided  that  the  L.  Thomas Baldwin III remains as a Director of the
Company at the time of exercise of this warrant. The purchase price of each such
share  shall  be  equal  to  the  Warrant  Price,  as  defined  below.


                                    ARTICLE 1
                                   DEFINITIONS
                                   -----------

1.1          "AGGREGATE PRICE" shall be $1,800,000.00
              ---------------

1.2          "WARRANT PRICE" shall be $6.00 as adjusted herein.
              -------------


                                    ARTICLE 2
                              EXERCISE AND PAYMENT
                              --------------------

2.1     CASH  EXERCISE.  The  purchase rights represented by this Warrant may be
        --------------
exercised  by  Holder,  in whole or in part, by the surrender of this Warrant at
the  principal  office  of  the Company, located at the address set forth on the
signature  page  hereof,  accompanied  by  the  form  of Notice of Cash Exercise
attached  hereto as Exhibit "B-1", and by the payment to the Company, by cash or


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Common Stock Warrant
Page 2

by  certified,  cashier's or other check acceptable to the Company, of an amount
equal  to  the  aggregate  Warrant  Price  of  the  shares  being  purchased.

2.2    NET  ISSUE  EXERCISE.  In  lieu  of  exercising  this Warrant pursuant to
       --------------------
Section  2.1,  Holder  may  elect to receive shares of Common Stock equal to the
value  of  this  Warrant  determined  in  the  manner described below (or of any
portion  thereof  remaining  unexercised)  by  surrender  of this Warrant at the
principal  office  of  the  Company together with the form of Notice of Cashless
Exercise  attached  hereto  as  Exhibit  "B-2", in which event the Company shall
issue  to Holder a number of shares of the Company's Common Stock computed using
the  following  formula:

               X = Y (A-B)
                   -------
                     A

Where X = the number of shares of Common Stock to be issued to Holder.

       Y = the number of shares of Common Stock purchasable under
           this Warrant (at the date of such calculation).

       A = the fair market value of one share of the Company's
           Common Stock (at the date of such calculation).

       B = Warrant Price.

2.3     FAIR  MARKET  VALUE.  For purposes of this Article II, fair market value
        -------------------
of  one  share  of  the  Company's  Common  Stock  shall  mean:

     (i)  The  average  of  the closing bid and asked prices of the Common Stock
     quoted in the Over-The-Counter Market Summary, the last reported sale price
     of  the  Common  Stock  or  the closing price quoted on the Nasdaq National
     Market  System  ("NMS")  or  on  any  exchange on which the Common Stock is
     listed, whichever is applicable, as published in the Western Edition of The
     Wall  Street Journal for the trading day prior to the date of determination
     of  fair  market  value;  or

     (ii)  If  the Common Stock is not traded Over-The-Counter, on the NMS or on
     an  exchange,  the per share fair market value of the Common Stock shall be
     as  determined by mutual agreement of the Company and the Holder; provided,
     however  that  if  such  agreement  cannot  be  reached  within twenty (20)
     calendar  days,  such value shall be determined by an independent appraiser
     appointed  in  good  faith by the Company's Board of Directors. The cost of
     such  appraisal  shall be borne equally by the Company and the Holder. Such
     appraiser shall meet the following criteria: (a) it shall not be associated
     or affiliated with the Company in any fashion and shall not have previously
     provided  services  to the Company; (b) the appraiser shall have reasonable
     qualifications  to  appraise  the  value of the Common Stock; (c) it is not
     (and  none  of  its  affiliates  is) a promoter, director or officer of the
     Company  or  any of its affiliates or an underwriter with respect to any of
     the  securities  of  the Company; and (d) it does not provide any advice or
     opinions  of  the Company except as an appraiser under this section. In the
     event  such  an  appraisal  is  required  it  should be conducted under the
     following  procedures:  the  Company  shall select the appraiser within ten
     (10)  days  of  receipt  of  written  notice from the Holder that agreement
     cannot  be  reached and the Company shall submit the name of such appraiser
     to  Holder.  Twenty (20) days after selection of the appraiser, the Company
     and  the  Holder  shall  each  submit  to  the  appraiser  a  single  value
     representing  such  party's  contention  as to the fair market value of one


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Common Stock Warrant
Page 3

     share of the Company's Common Stock. Within fifteen (15) days after receipt
     of the submission of the Company and the Holder, the appraiser shall select
     one of the two values submitted by the parties, and such value shall be the
     fair  market  value  of  one  share of the Common Stock for purpose of this
     Warrant.  The  appraiser  shall have no discretion to take any action other
     than  selection  of  one  of the two values submitted to the appraiser. The
     parties  may  submit  to  the  appraiser  and one another, at the time they
     submit  their  respective  single  values, such supporting documentation as
     they  deem necessary or appropriate. The parties shall have the opportunity
     seven  (7)  business  days  after  receipt  of  the  other party's proposed
     valuation  and  supporting  documentation to provide the appraiser and each
     other  with  supplemental  written  information.  The appraiser may, in its
     discretion,  hold  a  single six (6) hour hearing on valuation issues. If a
     hearing  is  held,  each  party  shall  be  allocated  three (3) hours. The
     appraiser may conduct the hearing in accordance with any rules of procedure
     it  deems  appropriate.  The value selected by the appraiser shall be final
     and  binding  upon  the  parties  without  any  further  right  of  appeal.

2.4     STOCK  CERTIFICATES.  In  the  event  of  any  exercise  of  the  rights
        -------------------
represented  by  this  Warrant,  certificates  for the shares of Common Stock so
purchased shall be delivered to Holder within a reasonable time and, unless this
Warrant  has been fully exercised or has expired, a new Warrant representing the
remaining  unexercised  Aggregate  Price  shall also be issued to Holder at such
time.

2.5     STOCK  FULLY  PAID;  RESERVATION  OF  SHARES.  The Company covenants and
        --------------------------------------------
agrees that all Common Stock which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and nonassessable
and  free  from  all  taxes, liens and charges with respect to the issue thereof
(excluding  taxes based on the income of Holder).  The Company further covenants
and  agrees  that  during the period within which the rights represented by this
Warrant  may  be  exercised,  the  Company will at all times have authorized and
reserved for issuance a sufficient number of shares of its Common Stock or other
securities as would be required upon the full exercise of the rights represented
by  this  Warrant  (including  conversion  of  all  such  Common  Stock issuable
hereunder).

2.6     FRACTIONAL  SHARES.  No  fractional  share  of  Common  Stock  will  be
        ------------------
issued  in  connection  with  any exercise hereof; in lieu of a fractional share
upon  complete  exercise hereof, Holder may purchase a whole share by delivering
payment  equal  to  the appropriate portion of the then effective Warrant Price.


                                    ARTICLE 3
      CERTAIN ADJUSTMENTS OF NUMBER OF SHARES PURCHASABLE AND WARRANT PRICE
      ---------------------------------------------------------------------

     The  number  and  kind  of securities purchasable upon the exercise of this
Warrant  and  the Warrant Price shall be subject to adjustment from time to time
upon  the  happening  of  certain  events,  as  follows:

3.1     RECLASSIFICATION,  CONSOLIDATION  OR  MERGER.  In  case  of:  (i)  any
        --------------------------------------------
reclassification  or  change of outstanding securities issuable upon exercise of
this  Warrant;  (ii)  any  consolidation  or  merger of the Company with or into
another  corporation  (other than a merger with another corporation in which the
Company  is  a  continuing  corporation  and  which  does  not  result  in  any
reclassification,  change  or  exchange  of outstanding securities issuable upon
exercise  of this Warrant); or (iii) any sale or transfer to another corporation
of  all, or substantially all, of the property of the Company, then, and in each
such event, the Company or such successor or purchasing corporation, as the case
may  be,  shall  execute  a new Warrant of like form, tenor and effect and which
will  provide  that Holder shall have the right to exercise such new Warrant and


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Common Stock Warrant
Page 4

purchase  upon  such exercise, in lieu of each share of Common Stock theretofore
issuable upon exercise of this Warrant, the kind and amount of securities, money
and  property  receivable  upon  such  reclassification,  change, consolidation,
merger,  sale or transfer by a holder of one share of Common Stock issuable upon
exercise  of  this  Warrant had this Warrant been exercised immediately prior to
such  reclassification,  change,  consolidation, merger, sale or transfer.  Such
new  Warrant  shall  be  as  nearly  equivalent  in  all substantive respects as
practicable to this Warrant and the adjustments provided in this Article III and
the  provisions  of  this  Section  3.1,  shall  similarly  apply  to successive
reclassifications,  changes,  consolidations,  mergers,  sales  and  transfers.

3.2     SUBDIVISION  OR  COMBINATION  OF  SHARES.  If  the  Company shall at any
        ----------------------------------------
time  while  this Warrant remains outstanding and less than fully exercised: (i)
divide its Company Stock, the Warrant Price shall be proportionately reduced; or
(ii)  shall  combine  shares  of  its  Common  Stock, the Warrant Price shall be
proportionately  increased.

3.3     STOCK  DIVIDENDS.  If  the  Company,  at  any time while this Warrant is
        ----------------
outstanding  and  unexpired,  shall pay a dividend payable in, or make any other
distribution  to  holders of, Common Stock (except any distribution described in
Sections  3.1  and  3.2 hereof) then the Warrant Price shall be adjusted to that
price  determined by multiplying the Warrant Price then in effect by a fraction,
the  numerator  of  which  shall  be  the total number of shares of Common Stock
outstanding  immediately  prior  to  such  dividend  or  distribution,  and  the
denominator  of  which  shall  be  the  total  number  of shares of Common Stock
outstanding  immediately  after  such  dividend  or  distribution.

3.4     TIME  OF  ADJUSTMENTS  TO THE WARRANT  PRICE.  All  adjustments  to  the
        --------------------------------------------
Warrant  Price  and the number of shares purchasable hereunder, unless otherwise
specified  herein,  shall  be  effective  as  of  the  earlier  of:

     (i)  the  date  of  issue  of  the  security  causing  the  adjustment;

     (ii)  the  date  of  sale  of  the  security  causing  the  adjustment;

     (iii)  the  effective  date  of  a  division  or  combination  of  shares;

     (iv) the record date of any action of holders of any class of the Company's
     capital  stock taken for the purpose of entitling shareholders to receive a
     distribution  or  dividend payable in equity securities, provided that such
     division,  combination,  distribution  or  dividend  actually  occurs.

3.5     NOTICE  OF  ADJUSTMENTS.  In  each  case  of  an  adjustment  in  the
        -----------------------
Warrant  Price  and  the number of shares purchasable hereunder, the Company, at
its  expense,  shall cause the Chief Financial Officer of the Company to compute
such  adjustment  and  prepare  a  certificate setting forth such adjustment and
showing  in  detail  the facts upon which such adjustment is based.  The Company
shall  promptly  mail  a  copy  of  each  such certificate to Holder pursuant to
Section  6.8  hereof.

3.6     DURATION  OF  ADJUSTED  WARRANT PRICE.  Following each adjustment of the
        -------------------------------------
Warrant  Price,  such  adjusted  Warrant  Price  shall  remain in effect until a
further  adjustment  of  the  Warrant  Price.

3.7     ADJUSTMENT  OF  NUMBER  OF  SHARES.  Upon each adjustment of the Warrant
        ----------------------------------
Price  pursuant  to  this  Article  III,  the  number  of shares of Common Stock
purchasable  hereunder  shall  be  adjusted  to  the nearest whole share, to the
number  obtained  by  dividing  the  Aggregate  Price  by  the  Warrant Price as
adjusted.

                                    ARTICLE 4
                           TRANSFER, EXCHANGE AND LOSS
                           ---------------------------


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Common Stock Warrant
Page 5

4.1     TRANSFER.  This Warrant  is  transferable on the books of the Company at
        --------
its  principal  office  by  the  registered Holder hereof upon surrender of this
Warrant  properly  endorsed,  subject  to  compliance  with  federal  and  state
securities  laws.  The  Company  shall issue and deliver to the transferee a new
Warrant  or  Warrants representing the Warrants so transferred. Upon any partial
transfer, the Company will issue and deliver to Holder a new Warrant or Warrants
with  respect to the Warrants not so transferred. Notwithstanding the foregoing,
Holder  shall  not  be entitled to transfer a number of shares or an interest in
this  Warrant  representing  less than five percent (5%) of the aggregate shares
initially  covered  by  this Warrant (as presently constituted, with appropriate
adjustment  being  made  in  the  event  of  stock  splits,  combinations,
reorganizations  and  the  like  occurring  after  the  issue  date hereof). Any
transferee shall be subject to the same restrictions on transfer with respect to
this  Warrant  as  the  Purchaser.

4.2     SECURITIES  LAWS.  Upon  any  issuance of  shares of Common  Stock  upon
        ----------------
exercise  of  this  Warrant,  it shall be the Company's responsibility to comply
with  the  requirements of:  (1) the Securities Act of 1933, as amended; (2) the
Securities  Exchange  Act  of  1934,  as  amended;  (3)  any  applicable listing
requirements  of  any  national  securities  exchange;  (4) any state securities
regulation  or  "Blue  Sky"  laws;  and  (5) requirements under any other law or
regulation  applicable  to the issuance or transfer of such shares.  If required
by  the Company, in connection with each issuance of shares of Common Stock upon
exercise  of  this  Warrant,  the  Holder  will give: (i) assurances in writing,
satisfactory  to  the  Company,  that such shares are not being purchased with a
view  to  the  distribution  thereof  in  violation  of  applicable  laws,  (ii)
sufficient  information, in writing, to enable the Company to rely on exemptions
from  the  registration  or  qualification  requirements  of applicable laws, if
available,  with  respect  to  such  exercise,  and (iii) its cooperation to the
Company  in  connection  with  such  compliance.

4.3      EXCHANGE.  This  Warrant is exchangeable at the principal office of the
        --------
Company  for  Warrants  which  represent,  in the aggregate, the Aggregate Price
hereof;  each new Warrant to represent the right to purchase such portion of the
Aggregate Price as Holder shall designate at the time of such exchange. Each new
Warrant  shall  be  identical  in  form  and content to this Warrant, except for
appropriate changes in the number of shares of Common Stock covered thereby, the
percentage  stated  in  Section  4.1  above,  and  any  other  changes which are
necessary  in order to prevent the Warrant exchange from changing the respective
rights and obligations of the Company and the Holder as they existed immediately
prior  to  such  exchange.

4.4     LOSS  OR  MUTILATION.  Upon  receipt  by  the  Company  of  evidence
        --------------------
satisfactory  to  it  of  the  ownership of, and the loss, theft, destruction or
mutilation  of, this Warrant and (in the case of loss, theft, or destruction) of
indemnity satisfactory to it, and (in the case of mutilation) upon surrender and
cancellation  hereof,  the Company will execute and deliver in lieu hereof a new
Warrant.

                                    ARTICLE 5
                                  HOLDER RIGHTS
                                  -------------

5.1     NO SHAREHOLDER RIGHTS UNTIL EXERCISE. No Holder hereof, solely by virtue
        -------------------------------------
hereof,  shall be entitled to any rights as a shareholder of the Company. Holder
shall have all rights of a shareholder with respect to securities purchased upon
exercise  hereof at the time: (i) the cash exercise price for such securities is
delivered  pursuant  to Section 2.1 hereof and this Warrant is surrendered, (ii)
of  delivery  of  notice of cashless exercise pursuant to Section 2.2 hereof and
this  Warrant is surrendered, or (iii) of automatic exercise hereof (even if not
surrendered)  pursuant  to  Section  2.5  hereof.


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Common Stock Warrant
Page 6

                                    ARTICLE 6
                                  MISCELLANEOUS
                                  -------------

6.1     GOVERNMENTAL  APPROVALS.  The  Company  will from  time to time take all
        -----------------------
action  which may be necessary to obtain and keep effective any and all permits,
consents  and  approvals of governmental agencies and authorities and securities
acts  filings  under federal and state laws, which may be or become requisite in
connection  with  the  issuance,  sale,  and  delivery  of this Warrant, and the
issuance,  sale and delivery of the Common Stock or other securities or property
issuable  or  deliverable  upon  exercise  of  this  Warrant.

6.2     GOVERNING  LAWS.  IT IS THE  INTENTION OF THE PARTIES HERETO THAT EXCEPT
        ---------------
AS  SET  FORTH  BELOW,  THE  INTERNAL  LAWS  OF  THE STATE OF CALIFORNIA, U.S.A.
(IRRESPECTIVE OF ITS CHOICE OF LAW PRINCIPLES) SHALL GOVERN THE VALIDITY OF THIS
WARRANT,  THE  CONSTRUCTION OF ITS TERMS, AND THE INTERPRETATION AND ENFORCEMENT
OF  THE  RIGHTS  AND  DUTIES  OF  THE  PARTIES  HERETO.

6.3     BINDING  UPON  SUCCESSORS  AND  ASSIGNS.  Subject  to,  and  unless
        ---------------------------------------
otherwise  provided  in,  this  Warrant,  each  and all of the covenants, terms,
provisions,  and agreements contained herein shall be binding upon, and inure to
the  benefit  of  the  permitted  successors, executors, heirs, representatives,
administrators  and  assigns  of  the  parties  hereto.

6.4     SEVERABILITY.  If  any  one  or more  provisions of this Warrant, or the
        ------------
application  thereof,  shall  for  any  reason  and  to any extent be invalid or
unenforceable,  the  remainder  of  this  Warrant  and  the  application of such
provisions  to other persons or circumstances shall be interpreted so as best to
reasonably effect the intent of the parties hereto. The parties further agree to
replace any such void or unenforceable provisions of this Warrant with valid and
enforceable provisions which will achieve, to the extent possible, the economic,
business  and  other  purposes  of  the  void  or  unenforceable  provisions.

6.5     DEFAULT,  AMENDMENT  AND WAIVERS.  This Warrant may be amended upon  the
        --------------------------------
written  consent of the Company and the holders in the aggregate of the right to
purchase  a  majority of the number of unexercised shares covered by the Warrant
initially issued by the Company pursuant to the Consulting Agreement. The waiver
by  a  party  of  any  breach  hereof  for  default in payment of any amount due
hereunder or default in the performance hereof shall not be deemed to constitute
a  waiver  of any other default or any succeeding breach or default. The failure
to  cure  any breach of any term of this Warrant within ten (10) days of written
notice  thereof  shall  constitute  an  event  of  default  under  this Warrant.

6.6     NO  WAIVER.  The  failure  of any party to enforce any of the provisions
        ----------
hereof  shall  not  be  construed  to  be  a  waiver  of the right of such party
thereafter  to  enforce  such  provisions.

6.7     ATTORNEYS'  FEES.  Should  suit  be brought to enforce or interpret any
        ----------------
part  of  this Warrant, the prevailing party shall be entitled to recover, as an
element  of  the costs of suit and not as damages, reasonable attorneys' fees to
be fixed by the court (including without limitation, costs, expenses and fees on
any  appeal).  The  prevailing  party shall be the party entitled to recover its
costs  of  suit,  regardless  of whether such suit proceeds to final judgment. A
party  not  entitled  to  recover  its  costs  shall  not be entitled to recover
attorneys'  fees. No sum for attorneys' fees shall be counted in calculating the
amount  of  a  judgment  for  purposes  of determining if a party is entitled to
recover  costs  or  attorneys'  fees.


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Common Stock Warrant
Page 7

6.8       NOTICES.  Whenever any party hereto desires or is required to give any
          -------
notice, demand, or request with respect to this Warrant, each such communication
shall  be  in writing and shall be effective only if it is delivered by personal
service or mailed, United States certified mail, postage prepaid, return receipt
requested,  addressed  as  follows:

               Company:     NHancement Technologies Inc.
                            6663 Owens Drive
                            Pleasanton, California 94588
                            Attn:  Douglas S. Zorn

               Holder:      Baldwin Partners L.P., an Illinois Limited
                            Partnership
                            Suite 2850, 141 West Jackson
                            Chicago, Illinois 60604
                            Attn: L. Thomas Baldwin III


Such  communications  shall be effective when they are received by the addressee
thereof; but if sent by certified mail in the manner set forth above, they shall
be  effective three (3) business days after being deposited in the United States
mail.  Any party may change its address for such communications by giving notice
thereof  to  the  other  party  in  conformity  with  this  Section.


6.9     TIME.  Time  is  of  the  essence  of  this  Warrant.
        ----

6.10    CONSTRUCTION  OF AGREEMENT.  A reference in this Warrant to any Section
        --------------------------
shall  include  a reference to every Section the number of which begins with the
number of the Section to which reference is specifically made (e.g., a reference
                                                               ----
to Section 3 shall include a reference to Sections 3.5 and 3.7).  The titles and
headings  herein  are  for  reference  purposes only and shall not in any manner
affect  the  interpretation  of  this  Warrant.

6.11     NO ENDORSEMENT.  Holder understands that no federal or state securities
         --------------
administrator  has made any finding or determination relating to the fairness of
investment  in the Company or purchase of the Common Stock hereunder and that no
federal  or  state  securities  administrator  has  recommended  or endorsed the
offering  of  securities  by  the  Company  hereunder.

6.12     PRONOUNS.  All  pronouns  and any variations thereof shall be deemed to
         --------
refer  to the masculine, feminine or neuter, singular or plural, as the identity
of  the  person,  persons,  entity  or  entities  may  require.

6.13     FURTHER  ASSURANCES.  Each  party  agrees  to  cooperate fully with the
         -------------------
other  parties and to execute such further instruments, documents and agreements
and  to  give such further written assurances, as may be reasonably requested by
any other party to better evidence and reflect the transactions described herein
and  contemplated  hereby,  and to carry into effect the intents and purposes of
this  Warrant.



                                     NHancement Technologies Inc., a Delaware
                                     corporation




                                     By:    /s/  Douglas S. Zorn
                                        ----------------------------------------
                                        Douglas S. Zorn, Chief Executive Officer


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Common Stock Warrant
Page 8





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Common Stock Warrant
Page 9

     EXHIBIT B-1

                   NOTICE OF EXERCISE OF COMMON STOCK WARRANT
                        BY CASH PAYMENT OF WARRANT PRICE

                                    DATE: __________________________

_________________________                    Aggregate Price of Warrant
_________________________                    Before Exercise:   $_______________
_________________________                    Aggregate Price
Attention:  Chief Financial Officer     Being Exercised:   $_______________

                                        Warrant Price:     $         per share
                                                            --------

                                        Number of Shares of Common Stock to be
                                        Issued Under this Notice:
                                                                   -------------

                                        Remainder Aggregate
                                        Price (if any) After Issuance:  $
                                                                         -------

                                  CASH EXERCISE
                                  -------------

Gentlemen:

     The  undersigned  registered  Holder  of the Common Stock Warrant delivered
herewith  ("WARRANT"),  hereby  irrevocably  exercises  such  Warrant  for,  and
            -------
purchases  thereunder,  shares  of  the Common Stock of NHancement Technologies,
Inc., a Delaware corporation, as provided below.  Capitalized terms used herein,
unless  otherwise  defined herein, shall have the meanings given in the Warrant.
The  portion  of  the  Aggregate Price (as defined in the Warrant) to be applied
toward  the  purchase  of Common Stock pursuant to this Notice of Exercise is $,
thereby  leaving  a  remainder  Aggregate  Price (if any) equal to $______. Such
exercise shall be pursuant to the cash exercise provisions of Section 2.1 of the
Warrant.  Therefore, Holder makes payment with this Notice of Exercise by way of
check  payable to the Company in the amount of $______. Such check is payment in
full  under  the Warrant for shares of Common Stock based upon the Warrant Price
of  $______ per share, as currently in effect under the Warrant. Holder requests
that  the certificates for the purchased shares of Common Stock be issued in the
name of and delivered to "____________________", ______________________________.
To  the extent the foregoing exercise is for less than the full Aggregate Price,
a  Replacement  Warrant  representing  the  remainder of the Aggregate Price and
otherwise  of  like  form,  tenor and effect should be delivered to Holder along
with  the  share  certificates evidencing the Common Stock issued in response to
this  Notice  of  Exercise.



                                          By:
                                             -----------------------------------
                                                            [NAME]


                                      NOTE

     The execution to the foregoing Notice of Exercise must exactly correspond
to the name of the Holder on the Warrant.


<PAGE>
     EXHIBIT B-2

                   NOTICE OF EXERCISE OF COMMON STOCK WARRANT
             PURSUANT TO NET ISSUE ("CASHLESS") EXERCISE PROVISIONS

                                    DATE: __________________________

_________________________                    Aggregate Price of Warrant
_________________________                    Before Exercise:   $_______________
_________________________                    Aggregate Price
Attention:  Chief Financial Officer     Being Exercised:   $_______________

                                        Warrant Price:     $         per share
                                                            --------

                                        Number of Shares of Common Stock to be
                                        Issued Under this Notice:
                                                                   -------------

                                        Remainder Aggregate
                                        Price (if any) After Issuance:  $
                                                                         -------

                                CASHLESS EXERCISE
                                -----------------

Gentlemen:

     The  undersigned,  registered  Holder of the Common Stock Warrant delivered
herewith  ("WARRANT"),  hereby  irrevocably  exercises  such  Warrant  for,  and
purchases  thereunder,  shares  of  the Common Stock of _NHancement Technologies
Inc., a Delaware corporation, as provided below.  Capitalized terms used herein,
unless  otherwise  defined herein, shall have the meanings given in the Warrant.
The  portion  of  the  Aggregate Price (as defined in the Warrant) to be applied
toward  the  purchase  of  Common  Stock  pursuant to this Notice of Exercise is
$______,  thereby leaving a remainder Aggregate Price (if any) equal to $______.
Such  exercise shall be pursuant to the net issue exercise provisions of Section
2.2  of  the  Warrant;  therefore,  Holder  makes no payment with this Notice of
Exercise.  The  number of shares to be issued pursuant to this exercise shall be
determined  by  reference to the formula in Section 2.2 of the Warrant which, by
reference  to Section 2.3, requires the use of the current per share fair market
value  of the Company's Common Stock. The current fair market value of one share
of  the  Company's  Common  Stock  shall be determined in the manner provided in
Section  2.3,  which  amount  has been determined or agreed to by Holder and the
Company  to be $______, which figure is acceptable to Holder for calculations of
the  number  of  shares  of  Common  Stock  issuable  pursuant to this Notice of
Exercise  Holder  requests  that  the  certificates  for the purchased shares of
Common Stock be issued in the name of and delivered to "______________________".
To  the  extent the foregoing exercise is for less than the full Aggregate Price
of  the  Warrant,  a  replacement  Warrant  representing  the  remainder  of the
Aggregate  Price  (and  otherwise  of  like  form,  tenor  and  effect) shall be
delivered to Holder along with the share certificate evidencing the Common Stock
issued  in  response  to  this  Notice  of  Exercise.


                                       "Holder"


                                        By:
                                           ------------------------------------


                                   NOTE

     The execution to the foregoing Notice of Exercise must exactly correspond
to the name of the Holder on the Warrant.


<PAGE>