[DATE]

THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED  ("SECURITIES ACT"). NO TRANSFER OF SUCH SECURITIES WILL
BE PERMITTED  UNLESS A  REGISTRATION  STATEMENT  UNDER THE  SECURITIES ACT IS IN
EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH AN EXEMPTION
FROM THE  SECURITIES  ACT,  OR IN THE  OPINION  OF COUNSEL  SATISFACTORY  TO THE
COMPANY  REGISTRATION  UNDER THE SECURITIES ACT IS UNNECESSARY IN ORDER FOR SUCH
TRANSFER  TO  COMPLY  WITH  THE  SECURITIES  ACT AND  SUCH  TRANSFER  WILL BE IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

                                    LBU, INC.

                          COMMON STOCK PURCHASE WARRANT

      LBU, Inc. (the  "Company")  hereby  certifies  that,  for value  received,
[HOLDER] or  assigns,  is  entitled,  subject to the terms set forth  below,  to
purchase  from the Company at any time on or from time to time after  [DATE] and
before 5:00 P.M., New York City time, on [DATE],  [NO. OF SHARES] fully paid and
non-assessable shares of Common Stock of the Company, par value $.001 per share,
at the price per share (the "Purchase  Price") of [PURCHASE  PRICE].  The number
and  character  of such  shares of Common  Stock and the  Purchase  Price of the
Common Stock  purchase  warrant (the  "Warrant")  are subject to  adjustment  as
provides herein.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

      (a) The term "Company"  includes any corporation which shall succeed to or
      assume the obligations of the Company hereunder.

      (b) The term  "Common  Stock"  includes  all stock of any class or classes
      (however  designated) of the Company,  authorized  upon the Original Issue
      Date or  thereafter,  the holders of which  shall have the right,  without
      limitation  as to  amount,  either  to all or to share of the  balance  of
      current dividends and liquidating dividends after the payment of dividends
      and distributions on any shares entitled to preference, and the holders of
      which shall ordinarily,  in the absence of  contingencies,  be entitled to
      vote for the  election of a majority  of  directors  of the Company  (even
      though the right to so vote has been suspended but the happening of such a
      contingency).


<PAGE>

      (c) The term  "Holder"  shall  mean  [HOLDER]  or any  person  to whom the
      Warrant is subsequently transferred in accordance with the terms hereof.

      (d) The "Original Issue Date" is [DATE],  the date as of which the Warrant
      was first issued.

1.  Sale or  Exercise  Without  Registration.  The  Company  may  require,  as a
condition of allowing any  exercise,  transfer or surrender  for exchange of the
Warrant  of Common  Stock  (or  Other  Securities)  previously  issued  upon the
exercise of the Warrant that the holder or  transferee  of the Warrant of Common
Stock  (or  Other  Securities),  as the case may be,  furnish  to the  Company a
satisfactory  opinion of counsel to the effect that such  exercise,  transfer or
exchange may be made without  registration  under the Securities  Act,  provided
that the  disposition  thereof  shall at all times be within the control of such
holder  or  transferee,  as the case may be.  The first  holder  of the  Warrant
represents  to the Company that he is acquiring  the Warrant  represents  to the
Company that he is acquiring the Warrants for  investment and not with a view to
the distribution thereof.

2. Exercise of Warrant; Partial Exercise.

            2.1 Exercise in Full. Subject to the provisions hereof, this Warrant
      may be exercised in full by the Holder by surrender of this Warrant,  with
      a form of subscription duly executed by such Holder, to the Company at c/o
      310 Paterson Plank Road,  Carlstadt,  NJ 07072 accompanied by payment,  in
      cash or by  certified or official  bank check  payable to the order of the
      Company,  in the amount  obtained by  multiplying  the number of shares of
      Common Stock called for on the face of this Warrant (without giving effect
      to any adjustment herein) by Purchase Price.

            2.2 Partial Exercise. Subject to the provisions hereof, this Warrant
      may be  exercised in part by surrender of the Warrant in the manner and at
      the place  provided  in  subsection  2.1  hereof,  except  that the amount
      payable  by the  Holder  upon any  partial  exercise  shall be the  amount
      obtained by multiplying  (a) the number of shares of Common Stock (without
      giving effect to any adjustment  therein)  designated by the Holder in the
      subscription  at the end hereof by (b) the Purchase  Price.  Upon any such
      partial  exercise,  the Company at its expense  will  forthwith  issue and
      deliver to or upon the order of the Holder or as the Holder (upon  payment
      by such Holder of any applicable  transfer taxes) may request,  calling in
      the  aggregate  on the face or faces  thereof  for the number of shares of
      Common Stock equal (without  giving effect to any  adjustment  therein) to
      the number of such shares  called for on the face of the Warrant minus the
      number of such shares designated by the Holder in the Form of Subscription
      attached  hereto,  provided such reissue would  otherwise  comply with the
      requirements for transfer of a Warrant hereunder.


<PAGE>

3.  Delivery of Stock  Certificates,  etc. on Exercise.  As soon as  practicable
after the exercise of this  Warrant in full or in part,  and in any event within
10 days thereafter,  the Company at its expense  (including the payment by it or
any applicable issue taxes) will cause to be issued in the name of and delivered
to the  holder  hereof,  or as the  Holder  (upon  payment  by the Holder of any
applicable  transfer  taxes) may direct  (provided  delivery to any person other
than the Holder is in  compliance  with federal and state  securities  laws),  a
certificate  of  certificates  for the  number of full  paid and  non-assessable
shares  of  Common  Stock (or Other  Securities)  to which the  Holder  shall be
entitled upon such exercise,  plus, in lieu of any fractional share to which the
Holder would  otherwise be entitled,  cash equal to such fraction  multiplied by
the then current  market value of one full share,  together with any other stock
or other securities and property (including cash, where applicable) to which the
Holder is entitled upon such exercise pursuant to Section 4 hereof or otherwise.

4.  Adjustment for Stock Splits,  Dividends,  etc. In the event that the Company
engages in a  subdivision,  stock split,  reverse  stock  split,  issues a stock
dividend or distribution to all of its shareholders, or reclassified,  exchanges
or  substitutes a different  class of stock for the Common  Stock,  then, in any
such instance, the number of shares receivable upon the exercise of this Warrant
and the exercise price hereof shall be appropriately adjusted so that the Holder
would be entitled to receive such number of share as would have been  receivable
had the Holder exercised this Warrant immediately prior to such event.

5. Further Assurances. The Company will take all such action as may be necessary
or  appropriate  in order that the Company  may validly and legally  issue fully
paid and  non-assessable  shares of stock upon the exercise of this Warrant from
time to time outstanding.

6. Piggyback Registration.

      (a) If at any time or from  time to time,  prior to the date  which is two
(2) years after the date of this Warrant,  the Company  proposes to register any
of its securities, for its own account or the account of any of its shareholders
(other than a  registration,  on relating  solely to  employee  stock  option or
purchase  plans,  or a registration  on Form S-4 or any successor to such),  the
Company will promptly give to the Holder  written  notice thereof and include in
such registration,  and in any underwriting  involved therein, all shares of the
Holder and specified in a written request or requests by the Holder, made within
thirty (30) days after  receipt of such written  notice from the Company,  to be
included  in any such  registration,  except as set forth in  Subsection  6 (b),
below.

      (b) If the  registration  of which the Company  gives  notice  pursuant to
Section 6 (a) is for a registered public offering involving an underwriting, the
Company  shall so  advise  the  Holder  as a part of the  written  notice  given
pursuant  to  subsection  6 (a).  In such  event,  the  right of the  Holder  to
registration   shall  be  conditioned  upon  the  Holder's   participation  such
underwriting and the inclusion of the Holder's Shares acquired  pursuant to this
Agreement  in the  underwriting  to the extent  provided  herein.  If the 

<PAGE>

Holder  proposes to distribute  its shares  through such  underwriting  it shall
(together  with  the  Company  and the  other  shareholders  distributing  their
securities  through such underwriting)  enter into an underwriting  agreement in
customary  form  with  the  underwriter  or   underwriters   selected  for  such
underwriting by the Company. Notwithstanding any other provision of this Section
6, if the underwriter (s) shall notify the Company in writing that in their good
faith opinion, marketing factors require a limitation of the number of Shares to
be  underwritten  m the  number  or  securities  that  may  be  included  in the
underwriting  shall be  allocate,  first,  to the Company  for its own  account;
second, to any shareholders (other than the Holder) invoking  contractual rights
to have their securities  registered on the registration  statement  pursuant to
which Holder is invoking  its rights  under this  Subsection 6 (b), if any, on a
pro rata basis,  and third, to the Holder.  In the event of such a limitation by
the  underwriters of the Shares of the Holder to be included in the registration
and underwriting, the Company shall so advise the Holder.

7. Reservation of Stock, etc., Issuable on Exercise of Warrant. The Company will
at all times reserve and keep  available,  solely for issuance and delivery upon
the exercise of this  Warrant,  all share of Common Stock (or Other  Securities)
from time to time issuable upon the exercise of this Warrant.

8. Exchange and Warrant.  Subject to the  provisions  of Section 1 hereof,  upon
surrender for exchange of this Warrant,  properly endorsed,  to the Company, the
Company at its own  expense  will issue and  deliver to or upon the order of the
Holder a new Warrant of like tenor,  in the name of such holder or as the Holder
(upon  payment  by such  holder of any  applicable  transfer  taxes)  may direct
(provided  such  delivery to another  person is in  compliance  with federal and
state  securities  laws),  calling in the aggregate on the face or faces thereof
for the number of shares of Common  Stock  called for on the face of the Warrant
so surrendered.

9. Notices,  etc. All notices and other  communications  form the Company to the
Holder  shall be mailed by first class  registered  or certified  mail,  postage
prepaid, at such address as may have been furnished to the Company in writing by
such holder, or, until an address is so furnished,  to and at the address of the
last holder of this Warrant who has so furnished an address to the Company.

10.  Miscellaneous.  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 such change,  waiver,  discharged or termination is
sought.  This  Warrant is being  delivered in the State of New York and shall be
construed  and  enforced  in  accordance  with and  governed by the laws of such
State.  The headings in this Warrant are for  purposes of  reference  only,  and
shall not limit or otherwise affect any of the terms hereof.


<PAGE>

11.  Expiration.  The right to exercise  this Warrant shall expire at 5:00 P.M.,
New York City time, on [DATE].

12. Assignability. This Warrant is fully assignable at any time.

Dated: [DATE]

                                                            LBU, Inc.


                                                        By: --------------------
                                                            Jeffrey Mayer, Chief
                                                            Executive Officer