<PAGE>

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
APPLICABLE SECURITIES LAWS UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

             Void after 5:00 P.M. (Eastern Time), February 28, 2002
                       except as otherwise provided herein

Series B No. 1                                       Warrant to Purchase 382,500
                                                         Shares of  Common Stock

                             Date: February 29, 2000


                                     WARRANT
                           TO PURCHASE COMMON STOCK OF
                            CONMAT TECHNOLOGIES, INC.

         THIS CERTIFIES that, Odyssey Capital Group, L.P. (herein called
"Holder") or registered assigns, is entitled to purchase from ConMat
Technologies, Inc. (herein called the "Company"), a corporation organized and
existing under the laws of Florida, at any time from the date hereof and until
5:00 P.M. (Eastern Time) on February 28, 2002, Three Hundred Eighty-Two Thousand
Five Hundred (382,500) fully paid and nonassessable shares of Common Stock of
the Company, $0.00 1 par value per share (the "Common Stock"), subject to
adjustment as provided herein, at a purchase price of $3.00 per share, subject
to adjustment as provided herein.

         1. Definitions. For the purpose of the Warrants:

                  a. "Capital Stock" shall mean the Company's common stock, and
any other stock of any class, whether now or hereafter authorized, which has the
right to participate in the distribution of earnings and assets of the Company
without limit as to amount or percentage.

                  b. "Closing Sales Price" shall mean the per share price of the
Common Stock for any trading day, as determined by reference to the price of the
last traded share of Common Stock on the over-the-counter market, as reported by
the National Association of Securities Dealers, Inc. Automated Quotation
("NASDAQ") System for such date or the next preceding date that the Common Stock
was traded on such market, or, in the event the Common Stock is listed on a
stock exchange, the closing price per share of the Common Stock as reported on
such exchange for such date.

<PAGE>


                  b. "Exercise Period" shall mean the period beginning on the
date hereof and ending February 28, 2002, provided, however, that the Exercise
Period shall be automatically extended as follows:

                           (i) From February 28, 2002 to February 28, 2003 if
the Closing Sales price does not equal or exceed $6.00 per share (adjusted
proportionately with any adjustment of the Warrant Price upon the occurrence of
any of the events identified in Sections 6(a) or 6(b)) for twenty (20)
consecutive trading days during the twelve months ending February 28, 2002;

                           (ii) From February 28, 2003 to February 28, 2004 if
the Closing Sales Price does not equal or exceed $6.00 per share (adjusted
proportionately with any adjustment of the Warrant Price upon the occurrence of
any of the events identified in Sections 6(a) or 6(b)) for twenty (20)
consecutive trading days during the twelve months ending February 28, 2003; and

                           (iii) From February 28, 2004 to February 28, 2005 if
the Closing Sales Price does not equal or exceed $6.00 per share (adjusted
proportionately with any adjustment of the Warrant Price upon the occurrence of
any of the events identified in Sections 6(a) or 6(b)) for twenty (20)
consecutive trading days during the twelve months ending February 28, 2004.

                  c. "Market Price," as of any date, (i) means the average of
the closing bid prices for the shares of Common Stock as reported on the Nasdaq
SmallCap Market by Bloomberg Financial Markets ("Bloomberg") for the five (5)
consecutive trading days immediately preceding such date, or (ii) if the Nasdaq
SmallCap Market is not the principal trading market for the shares of Common
Stock, the average of the last sale prices reported by Bloomberg on the
principal trading market for the Common Stock during the same period, or, if
there is no sale price for such period, the last bid price reported by Bloomberg
for such period, or (iii) if the foregoing do not apply, the last sale price of
such security in the over-the-counter market on the pink sheets or bulletin
board for such security as reported by Bloomberg, or if no sale price is so
reported for such security, the last bid price of such security as reported by
Bloomberg, or (iv) if market value cannot be calculated as of such date on any
of the foregoing bases, the Market Price shall be the average fair market value
as reasonably determined by an investment banking firm selected by the Company
and reasonably acceptable to a majority in interest of the holders of Warrants,
with the costs of the appraisal to be borne by the Company.

                  d. "Warrants of this Series" or "Warrants" shall mean the
original Warrants to purchase up to 382,500 shares of Common Stock of the
Company and any and all warrants which are issued in exchange or substitution
for any outstanding Warrant pursuant to the terms of that Warrant.



                                        2

<PAGE>



                  e. "Warrant Price" shall mean the price per share at which
shares of Common Stock of the Company are purchasable hereunder, as such prices
may be adjusted from time to time hereunder.

                  f. "Warrant Shares" shall mean the common stock purchased upon
exercise of Warrants.

         2. Method of Exercise of Warrants.

                  a. This Warrant may be exercised in whole or in part (but not
as to fractional shares) on one or more occasions during the Exercise Period by
the surrender of the Warrant, with the Purchase Agreement attachment hereto as
Rider A properly completed and duly executed, at the principal office of the
Company at Franklin Avenue and Grant Street, Phoenixville. Pennsylvania, or such
other location which shall at that time be the principal office of the Company
(the "Principal Office), and upon payment to it of the purchase price for the
shares to be purchased upon such exercise. The purchase price may be paid, at
the Holder's option, by (i) delivering a certified check or bank draft or
immediately available funds to the order of the Company for the entire purchase
price, (ii) surrendering to the Company shares of Common Stock of the Company
owned by the Holder having an aggregate market value (determined by multiplying
the Market Price by the number of shares surrendered) equal to the purchase
price, or (iii) any combination of (i) and (ii) as determined by the Holder. The
persons entitled to the shares so purchased shall be treated for all purposes as
the holders of such shares as of the close of business on the date of exercise
and certificates for the shares of stock so purchased shall be delivered to the
persons so entitled within a reasonable time, not exceeding thirty (30) days,
after such exercise. Unless this Warrant has expired, a new Warrant of like
tenor and for such number of shares as the holder of this Warrant shall direct,
representing in the aggregate the right to purchase a number of shares with
respect to which this Warrant shall not have been exercised, shall also be
issued to the holder of this Warrant within such time.

                  b. In addition to and without limiting the rights of the
Holder under any other terms set forth herein, the Holder shall have, upon
written request by the Holder delivered or transmitted to the Company together
with this Warrant, the right (the "Conversion Right") to require the Company to
convert this Warrant, in whole or in part, into shares of Common Stock as
follows: upon exercise of the Conversion Right, the Company shall deliver to the
Holder (without any payment by the Holder) that number of shares of Common Stock
that is equal to the quotient obtained by dividing (x) the value of this Warrant
(or if exercised in part, the portion of this Warrant as to which the Conversion
Right is exercised) at the time the Conversion Right is exercised (determined by
subtracting the aggregate purchase price in effect immediately prior to the
exercise of the Conversion Right from the aggregate current market value
(determined by multiplying the Market Price by the applicable number of shares)
of the Warrant Shares issuable upon exercise, or partial exercise as the case
may be, of this Warrant immediately prior to the exercise of the Conversion
Right) by (y) the Market Price immediately prior to the exercise of the
Conversion Right. The Conversion Right may be exercised by the Holder by
surrender of this Warrant at the principal office of the Company, together with
a written statement specifying that the Holder thereby intends to exercise the

                                       3
<PAGE>

Conversion Right. Certificates for shares of Common Stock issuable upon exercise
of the Conversion Right shall be delivered to the Holder promptly following the
Company's receipt of this Warrant together with the aforesaid written statement.

                  c. (i) The Company shall have the right and option (the "Call
Option"), at any time after redemption by the Company of the Series C Preferred
Stock originally issued in connection with the Exchange Agreement dated February
29, 1999, to purchase the Warrant from the Holder in accordance with this
Section.

                           (ii) To exercise the Call Option, the Company shall
give written notice to the Holder, specifying the date on which the purchase is
to be completed (the "Call Option Purchase Date"), which shall not, without the
agreement of the Holder, be fewer than 10 days or more than 30 days after the
receipt of such notice.

                           (iii) The purchase price payable upon exercise of the
Call Option shall be equal to the aggregate number of Warrant Shares then
purchasable under this Warrant times the excess of(A) the greater of $7.00 per
Share or the Market Price over (B) the Warrant Price then in effect- provided,
that for purposes of this Section 2.c., Warrant Price and the number of Warrant
Shares shall be adjusted to eliminate any prior adjustment pursuant to Section
6.a. and any adjustment pursuant to Section 6.d. below as a result of the
adjustment pursuant to Section 6.a., and Market Price shall be adjusted to take
into account any previous adjustment under Section 6.a.

                           (iv) On the Call Option Purchase Date, (1) the Holder
shall assign this Warrant to the Company, without any representation or warranty
other than that the Holder is conveying good and valid title thereto, free and
clear of any lien, claim, encumbrance or restriction of any kind, and (2) the
Company shall pay the purchase price (determined under subsection (iii)) to the
Holder by (a) certified or official bank check or wire transfer of immediately
available funds, or (b) delivery to the Holder of shares of the Company's Common
Stock with an aggregate current market value (determined by multiplying the
number of shares being delivered by the Market Price) equal to the purchase
price- provided that such shares of Common Stock have been registered under the
Securities Act of 1933 and are freely tradeable by the Holder without
restriction.

         3. Exchange. This Warrant is exchangeable, upon the surrender thereof
by the holder thereof at the Principal Office of the Company, for new Warrants
of like tenor registered in such holder's name and representing in the aggregate
the right to purchase the number of shares purchasable under the Warrant being
exchanged, each of such new Warrants to represent the right to subscribe for and
purchase such number of shares as shall be designated by said holder at the time
of such surrender.

         4. Transfer. Subject to compliance with the Securities Act of 1933 and
the rules and regulations promulgated thereunder, this Warrant is transferable,
in whole or in part, at the Principal Office of the Company by the holder
thereof, in person or by duly authorized attorney, upon presentation of the
Warrant, properly endorsed, for transfer. Each holder of this Warrant, by

                                       4
<PAGE>

holding it, agrees that the Warrant, when endorsed in blank, may be deemed
negotiable, and that the holder thereof, when the Warrant shall have been so
endorsed, may be treated by the Company and all other persons dealing with the
Warrant as the absolute owner thereof for any purpose and as the person entitled
to exercise the rights represented by the Warrant, or to the transfer thereof on
the books of the Company, any notice to the contrary notwithstanding.

         5. Certain Covenants of the Company. The Company covenants and agrees
that all shares which may be issued upon the exercise of Warrants of this
Series, will, upon issuance, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issue thereof, and without limiting the generality of the forgoing, the Company
covenants and agrees that it will from time to time take all such action as may
be required to assure that the par value per share of the Common Stock is at all
times equal to or less than the then effective purchase price per share of the
Common Stock issuable pursuant to the Warrants. The Company further covenants
and agrees that during the period within which the rights represented by the
Warrants may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue upon exercise of the purchase rights evidenced
by the Warrants, a sufficient number of shares of its Common Stock to provide
for the exercise of the rights represented by the Warrants.

         6. Adjustment of Purchase Price and Number of Shares. The number and
kind of securities purchasable upon the exercise of the Warrants of this Series
and the Warrant Price shall be subject to adjustment from time to time upon the
happening of certain events as follows:

                  a. Adjustment to Warrant Price Due to Stock Split, Stock
Dividend, Etc. If at any time when Warrants are outstanding. the number of
outstanding shares of Common Stock is increased by a stock split, stock
dividend, reclassification or other similar event, the Warrant Price shall be
proportionately reduced, or if the number of outstanding shares of Common Stock
is decreased by a reverse stock split, combination or reclassification of
shares, or other similar event, the Warrant Price shall be proportionately
increased. In such event, the Corporation shall notify the Holder of such change
on or before the effective date thereof.

                  b. Adjustment Due to Merger, Consolidation, Etc. If, at any
time when Warrants are outstanding, there shall be (i) any reclassification or
change of the outstanding shares of 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, or
as a result of a subdivision or combination), (ii) any consolidation or merger
of the Company with any other corporation (other than a merger in which the
Company is the surviving or continuing corporation and its capital stock is
unchanged), (iii) any sale or transfer of all or substantially all of the assets
of the Company or (iv) any share exchange pursuant to which all of the
outstanding shares of Common Stock are converted into other securities or
property, then the holders of Warrants shall, upon being given at least thirty
(30) days prior written notice of such transaction, thereafter have the right to
purchase and receive upon exercise of Warrants, upon the basis and upon the
terms and conditions specified herein and in lieu of the shares of Common Stock


                                        5

<PAGE>



immediately theretofore issuable upon conversion, such shares of stock and/or
securities or other property as may be issued or payable with respect to or in
exchange for the number of shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of Warrants held by such holders
had such merger, consolidation, exchange of shares, recapitalization,
reorganization or other similar event not taken place, and in any such case
appropriate provisions shall be made with respect to the rights and interests of
the holders of the Warrants to the end that the provisions hereof (including,
without limitation, provisions for adjustment of the Warrant Price and of the
number of shares issuable upon exercise of the Warrants) shall thereafter be
applicable, as nearly as may be practicable in relation to any shares of stock
or securities thereafter deliverable upon the exercise thereof. The Company
shall not effect any transaction described in this subsection (b) unless (i)
each holder of Warrants has received written notice of such transaction at least
thirty (30) days prior thereto, and (ii) the provisions of this paragraph have
been complied with. The above provisions shall apply regardless of whether or
not there would have been a sufficient number of shares of Common Stock
authorized and available for issuance upon exercise of the Warrants outstanding
as of the date of such transaction, and shall similarly apply to successive
reclassifications, consolidations, mergers, sales, transfers or share exchanges.

                  c. Adjustment due to Below Market Issuance. If at any time
prior to the exercise of this Warrant in full, the Company shall (i) issue or
sell any Common Stock or Common Stock Equivalents without consideration or for
consideration per share (in cash, property or other assets) less than the
Warrant Price or (ii) fix a record date for the issuance of subscription rights,
options or warrants to all holders of Common Stock entitling them to subscribe
for or purchase Common Stock (or Common Stock Equivalents (as hereinafter
defined)) at a price (or having an exercise or conversion price per share) less
than the Warrant Price, the Warrant Price shall be adjusted so that the Warrant
Price shall equal such lower price. Any adjustments required by this Subsection
shall be made immediately after such issuance or sale or record date, as the
case may be. Such adjustments shall be made successively whenever such event
shall occur. To the extent that shares of Common Stock (or Common Stock
Equivalents) are not delivered in connection with such subscription rights,
options or warrants, the Warrant Price shall be readjusted to the Warrant Price
which would then be in effect had the adjustments made upon the issuance of such
rights, options or warrants not been made. In the case of an issue of additional
Common Stock or Common Stock Equivalents for cash, the consideration received by
the Company therefor, before deducting therefrom any discount or commission or
other expenses allowed, paid or incurred by the Company for underwriting of, or
otherwise in connection with, the issuance thereof, shall be deemed to be the
amount received by the Company therefor. In the case of an issue of additional
Common Stock or Common Stock Equivalents for consideration in whole or in part
other than cash, the consideration other than cash shall be deemed to be the
fair value thereof as reasonably determined by the Company's Board of Directors,
irrespective of any accounting treatment. No adjustments to the Warrant Price or
the number of Warrant Shares issuable upon exercise of this Warrant shall be
made pursuant to this Subsection 6.c. for any transaction for which adjustment
thereto is required to be made pursuant to any other provision of this Warrant,
the exercise of Warrants or the conversion, exchange or exercise of any Common
Stock Equivalents. No adjustments to the Warrant Price or the number of Warrant
Shares issuable upon exercise of this Warrant shall be made as the result of the

                                       6
<PAGE>

issuance of stock options to employees of the Company pursuant to any employee's
employment agreement or an employee stock option plan. For purposes of this
Subsection c., "Common Stock Equivalents" shall mean any subscription rights.
options, warrants or other securities or rights convertible into, or exercisable
or exchangeable for, shares of Common Stock.

                  d. Adjustment of Number of Shares. Upon each adjustment in a
Warrant Price pursuant to any provisions of this Section 6, the number of shares
of Common Stock purchasable hereunder at that Warrant Price shall be adjusted,
to the nearest one hundredth of a whole share, to the product obtained by
multiplying such number of shares purchasable immediately prior to such
adjustment in the Warrant Price by a fraction, the numerator of which shall be
the Warrant Price immediately prior to such adjustment and the denominator of
which shall be the Warrant Price immediately thereafter.

         7. Notice of Adjustments. Whenever any of the Warrant Price or the
number of shares of Common Stock purchasable under the terms of the Warrants at
that Warrant Price shall be adjusted pursuant to Section 6 hereof, the Company
shall promptly make a certificate signed by its President or a Vice President
and by its Treasurer or Assistant Treasurer or its Secretary or Assistant
Secretary, setting forth in reasonable detail the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated (including a description of the basis on which the Company's
Board of Directors made any determination hereunder), and the Warrant Price and
number of shares of Common Stock purchasable at that Warrant Price after giving
effect to such adjustment, and shall promptly cause copies of such certificate
to be mailed (by first class and postage prepaid) to the registered holders of
the Warrants.

         8. Registration Rights. Each present and future holder of Warrant
Shares shall be entitled to the benefits of the registration rights granted
pursuant to this Section 8.

                  a. Definitions. For purposes of this Section 8:


                           (i) The term "register," "registered," and
"registration" refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with the Securities
Act, and the declaration or ordering of effectiveness of such registration
statement or document;

                           (ii) The term "Registrable Securities" means the
Warrant Shares and all shares of Common Stock issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, any of the Warrant Shares excluding in all cases, however, any
Registrable Securities (x) sold by a person in a transaction in which his rights
under this Section 8 are not assigned, (y) sold in a public offering registered
under the Securities Act or (z) sold pursuant to Rule 144 promulgated under the
Securities Act;

                           (iii) The number of shares of "Registrable Securities
then outstanding" shall be determined by the number of Warrant Shares which are,
and the number of shares of Common Stock issuable pursuant to then exercisable
or convertible securities which are, Registrable Securities;

                                       7
<PAGE>


                           (iv) The term "Holder" means any person owning or
having the right to acquire Registrable Securities;

                           (v) The term" SEC" means the Securities and Exchange
Commission; and

                           (vi) The term "Securities Act" shall mean the
Securities Act of 1933, as from time to time amended.

                  b. Company Registration. If (but without any obligation to do
so) the Company proposes to register (including for this purpose a registration
effected by the Company for stockholders other than the Holders) any shares of
its Common Stock under the Securities Act in connection with the public offering
of such securities solely for cash (other than a registration relating solely to
the sale of securities to employees pursuant to stock option awards and/or to
participants in a Company employee benefit or stock plan, or a registration on
any form which does not include substantially the same information, other than
information related to the selling stockholders or their plan of distribution,
as would be required to be included in a registration statement covering the
sale of the Registrable Securities), the Company shall, at such time, promptly
give each Holder written notice of such registration. Upon the written request
of each Holder given within twenty (20) days after mailing of such notice by the
Company, the Company shall, subject to the provisions of the immediately
preceding sentence and Section 8.e. hereof, cause to be registered under the
Securities Act all of the Registrable Securities that each such Holder has
requested to be so registered.

                  c. Furnish Information. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 8
with respect to the Registrable Securities of any selling Holder that such
Holder shall have furnished to the Company such information regarding itself,
the Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities.

                  d. Expenses of Registration. The Company shall bear and pay
all expenses incurred by it in connection with any registration, filing or
qualification of Registrable Securities with respect to the registrations
pursuant to Section 8 .b., including without limitation all registration,
filing, and qualification fees, printers and accounting fees and all fees and
disbursements of counsel for the Company relating or allocable thereto. The
Company shall not pay any expenses incurred by a Holder in connection with any
such registration, filing or qualification, including, but not limited to
underwriting discounts and commissions relating to Registrable Securities and
the fees and disbursements of any professional advisors (including attorneys and
accountants) utilized by the selling Holders in connection with such
registration, filing or qualification.



                                        8

<PAGE>



                  e. Reduction of Registrable Securities Included in
Registration Statement. In connection with any offering involving an
underwriting of shares being issued by the Company, the Company shall not be
required under Section 8.b. hereof to include any of the Holders' securities in
such underwriting unless they accept the customary and reasonable terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it, and then only in such quantity as will not, in the opinion of the
underwriters, jeopardize the success of the offering by the Company. If the
total amount of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters reasonably believe
compatible with the success of the offering, then the Company shall be required
to include in the offering only that number of such securities, including
Registrable Securities, which the underwriters believe will not jeopardize the
success of the offering (the securities so included to be allocated first among
holders of Registrable Securities who have provided notice required by Section
8.b. and then to all other holders of securities subject to registration rights
granted by the Company in proportion (as nearly as practicable) to the number of
shares of securities requested to be included in such registration by such other
holders and which would have been eligible for inclusion in such registration
but for the application of this sentence, or in such other proportions as shall
mutually be agreed to by such selling stockholders). For purposes of the
provision of the preceding sentence concerning apportionment amongst the selling
stockholders, for any selling stockholder which is a partnership or corporation,
the partners, retired partners and stockholders of such Holder, or the estates
and family members of any such partners and retired partners and any trusts for
the benefit of any of the foregoing persons shall be deemed to be a single
"selling stockholder," and any reduction with respect to such "selling
stockholder" shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
"selling stockholder," as defined in this sentence.

                  f. Delay of Registration. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any registration
by the Company as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 8.

         9. Payment of Taxes. All shares of Common Stock issued upon the
exercise of a Warrant shall be validly issued, fully paid and nonassessable, and
the Company shall pay all taxes and other governmental charges that may be
imposed in respect of the issue or delivery thereof. The Company shall not be
required, however, to pay any tax or other charge imposed in connection with any
transfer involved in the issue of any certificate for shares of Common Stock in
any name other than that of the registered holder of the Warrant surrendered in
connection with the purchase of such shares, and in such case the Company shall
not be required to issue or deliver any stock certificate until such tax or
other charge has been paid or it has been established to the Company's
satisfaction that no tax or other charge is due.

         10. Fractional Shares. No fractional shares of the Company's Common
Stock will be issued in connection with any purchase hereunder but in lieu of
such fractional shares, the Company shall make a cash refund therefor equal in
amount to the product of the applicable fraction multiplied by the Warrant Price
paid by the holder for its Warrant Shares upon such exercise.

         11. Loss, Theft, Destruction or Mutilation. Upon receipt by the Company
of evidence reasonably satisfactory to it that any Warrant of this Series has
been mutilated, destroyed, lost or stolen, and in the case of any destroyed,
lost or stolen Warrant, a bond of indemnity reasonably satisfactory to the
Company, or in the case of a mutilated Warrant, upon surrender and cancellation
thereof, the Company will execute and deliver in the Holder's name, in exchange
and substitution for the Warrant so mutilated, destroyed, lost or stolen, a new
Warrant of like tenor substantially in the form thereof with appropriate
insertions and variations.

                                       9
<PAGE>


         12. Computations. The certificate of any firm of independent public
accountants of recognized standing selected by the Company shall be conclusive
evidence of the correctness of any computation under Warrants of this Series.

         13. Headings. The descriptive headings of the several sections of these
warrants are inserted for convenience only and do not constitute a part of these
Warrants.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer, on the date of this Warrant.

                                       CONMAT TECHNOLOGIES, INC.


                                       By: /s/ Paul A. DeJuliis
                                           -------------------------------------
                                           Paul A. DeJuliis
                                           Chief Executive Officer


                                          10

<PAGE>


                                                                         Rider A

                               PURCHASE AGREEMENT
                               ------------------



Date:____________________________

TO:

The undersigned, pursuant to the provisions set forth in the attached Warrant,
hereby agrees to purchase _______________________ shares of Common Stock covered
by such Warrant, and makes payment herewith in full therefor at the price per
share provided by this Warrant.


Signature:____________________________________


Address:______________________________________


                                      * * *



                                   ASSIGNMENT
                                   ----------


         For Value Received, _____________________________________ hereby sells,
assigns and transfers all of the rights of the undersigned under the within
Warrant, with respect to the number of shares of Common Stock covered by such
Warrant, to:

NAME OF ASSIGNEE                     ADDRESS                       NO. OF SHARES
-----------------                    -------                       -------------





Signature:___________________________________  Dated:___________________________



                                       11