NEITHER THESE WARRANTS NOR THE SHARES UNDERLYING THESE
             WARRANTS HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
             OF 1933 OR THE LAWS OF ANY STATE. THEY MAY NOT BE SOLD
             OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED
             UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR
             ANY EXEMPTION FROM REGISTRATION IS AVAILABLE.

                                                               [NUMBER] Warrants

                                    LBU, Inc.

                               WARRANT CERTIFICATE

         This warrant certificate ("Warrant Certificate") certifies that for
value received [HOLDER] or registered assigns (the "Holder") is the owner of the
number of warrants ("Warrants") specified above, each of which entitles the
Holder thereof to purchase, at any time on or before the Expiration Date
(hereinafter defined) one fully paid and non-assessable share of Common Stock,
$.01 par value ("Common Stock"), of LBU, Inc., a Nevada corporation (the
"Company"), at a purchase price of [PURCHASE PRICE] per share of Common Stock in
lawful money of the United States of America in cash or by certified or
cashier's check or a combination of cash and certified or cashier's check
(subject to adjustment as hereinafter provided).

      1. Warrant; Purchase Price

         Each Warrant shall entitle the Holder initially to purchase one share
of Common Stock of the Company and the purchase price payable upon exercise of
the Warrants (the "Purchase Price") shall initially be of [PURCHASE PRICE] per
share of Common Stock. The Purchase Price and number of shares of Common Stock
issuable upon exercise of each Warrant are subject to adjustment as provided in
Article 6. The shares of Common Stock issuable upon exercise of the Warrants
(and/or other shares of capital stock so issuable by reason of any adjustments
pursuant to Article 6) are sometimes referred to herein as the "Warrant Shares."

      2. Exercise; Expiration Date

         2.1 The Warrants are exercisable, at the option of the Holder, in whole
or in 

<PAGE>

part at any time and from time to time after issuance and on or before the
Expiration Date, upon surrender of this Warrant Certificate to the Company
together with a duly completed Notice of Exercise, in the form attached hereto
as Exhibit A, (in each case addressed to the Company as follows: LBU, Inc., 310
Paterson Plank Road, Carlstadt, New Jersey 07072, Attn: President or, if
otherwise, its chief executive office) and payment of an amount equal to the
then current Purchase Price times the number of Warrants to be exercised. In the
case of the exercise of less than all the Warrants represented by this Warrant
Certificate, the Company shall cancel the Warrant Certificate upon the surrender
thereof and shall execute and deliver a new Warrant Certificate of like tenor
for the balance of such Warrants.

         2.2 The term "Expiration Date" shall mean 5:00 p.m. New York time on
[DATE], or if such day shall in the State of New York be a holiday or a day on
which banks are authorized to close, then 5:00 p.m. New York time the next
following day which in the State of New York is not a holiday or a day on which
banks are authorized to close.

      3. Registration and Transfer on Company Books

         3.1 The Company shall maintain books for the registration and transfer
of the Warrants and the registration and transfer of the Warrant Shares.

         3.2 Prior to due presentment for registration of transfer of this
Warrant Certificate, the Company may deem and treat the registered Holder as the
absolute owner thereof.

         3.3 The Company shall register upon its books any permitted transfer of
a Warrant Certificate, upon surrender of same to the Company with a written
instrument of transfer duly executed by the registered Holder or by a duly
authorized attorney. Upon any such registration of transfer, new Warrant
Certificate(s) of like tenor shall be issued to the transferee(s) and the
surrendered Warrant Certificate shall be canceled by the Company. A Warrant
Certificate may also be exchanged, at the option of the Holder, for new Warrant
Certificates of like tenor of different denominations representing in the
aggregate the number of Warrants evidenced by the Warrant Certificate
surrendered.

      4. Reservation of Shares; Listing; Registration

         The Company covenants that it will at all times reserve and keep
available out of its authorized capital stock, solely for the purpose of issue
upon exercise of the Warrants, such number of shares as shall then be issuable
upon the exercise of all outstanding Warrants. The Company covenants that all
shares of capital stock which shall be issuable upon exercise of the Warrants
shall be duly and validly issued and fully paid and non-assessable and free from
all taxes, liens and charges with respect to the issue thereof, and that upon
issuance such shares shall be listed on each national securities exchange, if
any, or quoted on any national quotation system on which the other shares of
such outstanding capital stock of the Company are then listed or quoted. In case
at any time any capital stock issuable upon the exercise of the Warrants shall
be listed on any securities exchange, the Company will also list and keep listed
thereon, pursuant to an official notice of issuance upon the exercise of
Warrants (provided that the rules of such 


                                       -2-

<PAGE>

exchange shall permit such listing), all shares of capital stock issuable upon
the exercise of all Warrants at the time outstanding, and will register the same
and keep the same registered under the Securities Exchange Act of 1934 and any
other statute at the time applicable and will timely file all reports which may
be required to be filed under such Act by companies having a class of equity
securities so registered.

      5. Loss or Mutilation

         Upon receipt by the Company of reasonable evidence of the ownership of
and the loss, theft, destruction or mutilation of any Warrant Certificate and,
in the case of loss, theft or destruction, of indemnity reasonably satisfactory
to the Company, or, in the case of mutilation, upon surrender and cancellation
of the mutilated Warrant Certificate, the Company shall, at its expense, execute
and deliver in lieu thereof a new Warrant Certificate of like tenor representing
an equal number of Warrants.

      6. Adjustment of Purchase Price and Number of Shares of Deliverance

         6.1 The number of Warrant Shares purchasable upon the exercise of each
Warrant and the Purchase Price with respect to the Warrant Shares shall be
subject to adjustment as follows:

            (a) In case the Company shall (i) declare a dividend or make a
      distribution on its Common Stock payable in shares of its capital stock,
      (ii) subdivide its outstanding shares of Common Stock through stock split
      or otherwise, (iii) combine its outstanding shares of Common Stock into a
      smaller number of shares of Common Stock, or (iv) issue by
      reclassification of its Common Stock (including any such reclassification
      in connection with a consolidation or merger in which the Company is the
      continuing corporation) other securities of the Company, the number and/or
      nature of Warrant Shares purchasable upon exercise of each Warrant
      immediately prior thereto shall be adjusted so that the Holder shall be
      entitled to receive the kind and number of Warrant Shares or other
      securities of the Company which he would have owned or have been entitled
      to receive after the happening of any of the events described above, had
      such Warrant been exercised immediately prior to the happening of such
      event or any record date with respect thereto. An adjustment made pursuant
      to this paragraph (a) shall become effective retroactively as of the
      record date of such event.

            (b) In the event of any capital reorganization or any
      reclassification of the capital stock of the Company or in case of the
      consolidation or merger of the Company with another corporation (other
      than a consolidation or merger in which the outstanding shares of the
      Company's Common Stock are not converted into or exchanged for other
      rights or interests), or in the case of any sale, transfer or other
      disposition to another corporation of all or substantially all the
      properties and assets of the Company, the Holder of each Warrant shall
      thereafter be entitled to purchase (and it shall be a condition to the
      consummation of any such reorganization, reclassification, consolidation,
      merger, sale, transfer or other disposition that appropriate provisions
      shall be made so 


                                       -3-

<PAGE>

      that such Holder shall thereafter be entitled to purchase) the kind and
      amount of shares of stock and other securities and property (including
      cash) which the Holder would have been entitled to receive had such
      Warrants been exercised immediately prior to the effective date of such
      reorganization, reclassification, consolidation, merger, sale, transfer or
      other disposition; and in any such case appropriate adjustments shall be
      made in the application of the provisions of this Article 6 with respect
      to rights and interest thereafter of the Holder of the Warrants to the end
      that the provisions of this Article 6 shall thereafter be applicable, as
      near as reasonably may be, in relation to any shares or other property
      thereafter purchasable upon the exercise of the Warrants. The provisions
      of this paragraph (b) shall similarly apply to successive reorganizations,
      reclassifications, consolidations, mergers, sales, transfers or other
      dispositions.

            (c) Whenever the number of Warrant Shares purchasable upon the
      exercise of each Warrant is adjusted, as provided in this Section 6.1, the
      Purchase Price with respect to the Warrant Shares shall be adjusted by
      multiplying such Purchase Price immediately prior to such adjustment by
      fraction, of which the numerator shall be the number of Warrant Shares
      purchasable upon the exercise of each Warrant immediately prior to such
      adjustment, and of which the denominator shall be the number of Warrant
      Shares so purchasable immediately thereafter.

         6.2 No adjustment in the number of Warrant Shares purchasable under the
Warrants, or in the Purchase Price with respect to the Warrant Shares, shall be
required unless such adjustment would require an increase or decrease of at
least 1% in the number of Warrant Shares issuable upon the exercise of such
Warrant, or in the Purchase Price thereof; provided, however, that any
adjustments which by reason of this Section 6.2 are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.

         6.3 Whenever the number of Warrant Shares purchasable upon the exercise
of each Warrant or the Purchase Price of such Warrant Shares is adjusted, as
herein provided, the Company shall mail to the Holder, at the address of the
Holder shown on the books of the Company, a notice of such adjustment or
adjustments, prepared and signed by an officer of the Company, which sets forth
the number of Warrant Shares purchasable upon the exercise of each Warrant and
the Purchase Price of such Warrant Shares after such adjustment, and a brief
statement of the facts requiring such adjustment.

         6.4 The form of Warrant Certificate need not be changed because of any
change in the Purchase Price, the number of Warrant Shares issuable upon the
exercise of a Warrant or the number of Warrants outstanding pursuant to this
Section 6, and Warrant Certificates issued before or after such change may state
the same Purchase Price, the same number of Warrants, and the same number of
Warrant Shares issuable upon exercise of Warrants as are stated in the Warrant
Certificates theretofore issued pursuant to this Agreement. The Company may,
however, at any time, in its sole discretion, make any change in the form of
Warrant Certificate that it may deem appropriate and that does not affect the
substance thereof, and any Warrant Certificates thereafter issued or
countersigned, whether in exchange or substitution for any outstanding Warrant
Certificate or otherwise, may be in the form as so changed.


                                       -4-

<PAGE>

         6.5 In case the Company shall take a record of the holders of shares of
its stock of any class for the purpose of entitling them (a) to receive a
dividend or a distribution, then such record date shall be deemed to be the date
of such dividend or the making of such other distribution.

      7. Voluntary Adjustment by the Company

         The Company may, at its option, at any time during the term of the
Warrants, reduce the then current Purchase Price to any amount deemed
appropriate by the Board of Directors of the Company and/or extend the date of
the expiration of the Warrants.

      8. Fractional Shares and Warrants; Determination of Market Price Per Share

         8.1 Anything contained herein to the contrary notwithstanding, the
Company shall not be required to issue any fraction of a share of Common Stock
in connection with the exercise of Warrants. Warrants may not be exercised in
such number as would result (except for the provisions of this paragraph) in the
issuance of a fraction of a share of Common Stock unless the Holder is
exercising all Warrants then owned by the Holder. In such event, the Company
shall, upon the exercise of all of such Warrants, issue to the Holder the
largest aggregate whole number of shares of Common Stock called for thereby upon
receipt of the Purchase Price for all of such Warrants and pay a sum in cash
equal to the remaining fraction of a share of Common Stock, multiplied by its
Market Price Per Share (as determined pursuant to Section 8.2 below) as of the
last business day preceding the date on which the Warrants are presented for
exercise.

         8.2 As used herein, the "Market Price Per Share" with respect to any
class or series of Common Stock on any date shall mean the closing price per
share of such class or series of Common Stock for the trading day immediately
preceding such date. The closing price for each such day shall be (i) the last
sale price or, in case no such sale takes place on such day, the last sale price
to occur on the next preceding day on which such a sale took place, on the
principal securities exchange on which the shares of such Common Stock of the
Company are listed or admitted to trading, (ii) the last sale price or, in case
no such sale takes place on such day, the last sale price to occur on the next
preceding day on which such a sale took place, on NASDAQ or any comparable
system, or (iii) if such Common Stock is not reported on NASDAQ, or a comparable
system, the average of the closing bid and asked prices as furnished by two
members of the National Association of Securities Dealers, Inc. selected from
time to time by the Company for that purpose. If such bid and asked prices are
not available, then "Market Price Per Share" shall be equal to the fair market
value of such Common Stock as determined in good faith by the Board of Directors
of the Company.

      9.  Delivery of Stock  Certificates  on Exercise.  As soon as  practicable
after the exercise of this  Warrant,  and in any event within three (3) business
days thereafter, the Company, at its expense (including the payment by it of any
applicable  issue tax) will cause to be issued in the name of and  delivered  to
the Holder hereof,  or as such Holder may direct,  a certificate or certificates
for the number of full shares of Common Stock to which such Holder


                                       -5-

<PAGE>

would be entitled upon such exercises, plus, in lieu of any fractional shares to
which such Holder would otherwise be entitled, cash in an amount determined
pursuant to Section 8 hereof.

      10. No Dilution or  Impairment.  The Company  will not by amendment of its
certificate of incorporation or through reorganization,  consolidation,  merger,
dissolution,  issue or sale of securities, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance or any of the terms
of the Warrants, including, without limitation,  Section 6.1(c) hereof, but will
at all times in good faith  assist in the  carrying out of all such terms and in
the taking of all such action as may be  necessary  or  appropriate  in order to
protect  the  rights of the Holder of the  Warrants  against  dilution  or other
impairment.  Without  limiting the generality of the foregoing,  the Company (a)
will not  increase  the par  value of any  shares of stock  receivable  upon the
exercise of the Warrants above the amount  payable  therefor upon such exercise,
(b) 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
upon the exercise of all Warrants at the time outstanding,  and (c) will take no
action to amend its  certificate  of  incorporation  which  would  change to the
detriment of the holders of Common Stock  (whether or not any Common Stock be at
the time  outstanding)  the dividend or voting  rights of the  Company's  Common
Stock as constituted on the date of issuance of this Warrant.

      11. [INTENTIONALLY OMITTED]

      12. Registration Rights

         12.1 Demand Registration

            (a) Subject to the limitations in the following paragraph (b) below,
      at any time, and from time-to-time after [DATE] the Holder may make
      written requests to the Company for registration (each, a "Demand
      Registration") with the Securities and Exchange Commission ("SEC") under
      and in accordance with the provisions of the Securities Act of 1933, as
      amended, and the rules and regulations thereunder, as in effect from time
      to time (the "Securities Act") of all or part of the Common Stock or other
      capital stock of the Company purchasable pursuant to the Warrants
      (collectively, the "Registrable Securities"). All requests made pursuant
      to this Section 12.1(a) shall specify the number of Registrable Securities
      to be registered and the intended method(s) of disposition thereof.

            (b) The Holder shall be entitled to request up to [NUMBER] Demand
      Registrations under this Section 12.1 which for purposes hereof shall
      include any demand registrations made by Holder under any other warrants
      issued by the Company to the Holder; provided, however, that a Demand
      Registration will not be counted for such purpose if it does not become
      effective and remain effective for the period required by Section 12.3(c)
      hereof or if it does not become effective and remain effective in
      accordance with the terms of such other warrants. Each Demand Registration
      shall include at least [NUMBER] shares of Common Stock or other capital
      stock of the Company purchasable pursuant to this Warrant or any other
      warrants issued by the Company to the Holder, unless at the time there
      remain less than [NUMBER] such shares 


                                       -6-

<PAGE>

      purchasable under this Warrant or such other warrants in which case the
      Demand Registration shall include all such remaining shares.

            (c) If the Holder so elects, the offering of Registrable Securities
      pursuant to a Demand Registration shall be made by means of a firm
      commitment underwriting to an underwriter at a fixed price for reoffering
      or pursuant to agency or best efforts arrangements with an underwriter
      (each, an "Underwritten Offering"). The investment banker or investment
      bankers and manager or managers that will administer such Underwritten
      Offering will be selected by the Holder.

            (d) In the event that, following a request by the Holder for a
      Demand Registration, the Holder elects, in his sole discretion, upon the
      Company's request, to withdraw such request for a Demand Registration, or
      to postpone such Demand Registration for such period of time as the
      Company may request, then such Demand Registration shall be deemed to have
      been so withdrawn or postponed, as the case may be, and if withdrawn shall
      not count for purpose of Section 12.1(b).

            (e) The Company shall at all times qualify for registration of
      outstanding securities to be offered for the account of any person other
      than the issuer on Form S-3 or any comparable or successor form or forms.
      In addition to the rights contained in the foregoing provisions of this
      Section 12.1, the Holder shall have the right to request registrations on
      Form S-3.

         12.2 Piggyback Registration Rights

            (a) The Company covenants and agrees with the Holder that in the
      event the Company proposes to file at any time after the date hereof a
      registration statement on a form for the general registration of
      securities under the Securities Act which the Company is eligible to use
      for the registration of the Registrable Securities, whether for the
      account of the Company or for the account of any other security holder
      (other than in connection with an offering solely to the Company's
      employees pursuant to a registration statement on Form S-8 under the
      Securities Act or an offering pursuant to a registration statement on Form
      S-4 under the Securities Act, or any successor forms thereto) (a
      "Piggyback Registration Statement"), then the Company shall in each such
      case give written notice (a "Company Notice") of such proposed filing to
      the Holder so that the Company Notice is received by the Holder at least
      ten (10) calendar days before the anticipated filing date, and such notice
      shall offer to the Holder the opportunity to include in such Piggyback
      Registration Statement such number of Registrable Securities as the Holder
      may request.

            (b) The Company shall not be obligated to register the Registrable
      Securities of the Holder in a Piggyback Registration Statement unless
      there shall have been received by the Company, within five (5) days of
      receipt of the Company Notice by the Holder, written notice (a "Piggyback
      Notice") from the Holder, which notice shall set forth the number of the
      Holder's Registrable Securities to be so included.


                                       -7-

<PAGE>

            (c) If the shares proposed to be offered by the Company pursuant to
      a Piggyback Registration Statement are to be sold by means of a firm
      commitment underwriting to an underwriter at a fixed price for reoffering
      or pursuant to agency or best efforts arrangements with an underwriter
      (each, a "Company Underwritten Offering"), the Company shall use its best
      efforts to cause the managing underwriter or underwriters of such proposed
      offering to permit the Holder's Registrable Securities to be included in
      the proposed offering on terms and conditions at least as favorable to the
      Holder as those offered with respect to the other securities included
      therein.

         12.3 Registration Procedures

         Whenever the Holder has requested that any Registrable Securities be
registered pursuant to this Agreement, the Company will promptly take all such
actions as may be reasonably necessary or desirable to permit the sale of such
Registrable Securities in accordance with the intended method or methods of
disposition thereof, and pursuant thereto the Company will as expeditiously as
reasonably possible:

            (a) with respect to a request to Demand Registration pursuant to
      Section 12.1 hereof, prepare and file with the SEC, as promptly as
      reasonably practicable and not later than forty-five (45) days after
      receipt of such request (but not later than twenty (20) days after receipt
      of such request in the case of a Registration Statement to be filed on
      Form S-3 or any comparable or successor form or forms), a Registration
      Statement on a form for which the Company then qualifies which is
      satisfactory to the Company and the Holder (unless the offering is made on
      an underwritten basis, including on a best efforts underwriting basis, in
      which event the managing underwriter or underwriters shall determine the
      form to be used) and which form shall be available for the sale of such
      Registrable Securities in accordance with the intended method or methods
      of distribution thereof, and use its best efforts to cause such
      Registration Statement to become effective as promptly as reasonably
      practicable and, in the case of a Registration Statement on Form S-3,
      shall request accelerated effectiveness to occur as promptly as reasonably
      practicable;

            (b) before filing a Registration Statement or Prospectus covering
      the Registrable Securities or any amendments or supplements thereto, the
      Company will, at least three (3) business days prior to filing, furnish to
      the Holder and the underwriters, if any, copies of all such documents in
      substantially the form proposed to be filed (including documents
      incorporated therein by reference), to enable the Holder and the
      underwriters, if any, to review such documents prior to the filing
      thereof, and the Company shall make such reasonable changes thereto
      (including changes to, or the filing of amendments reflecting such changes
      to, documents incorporated by reference) as may be reasonably requested by
      the Holder and the managing underwriter or underwriters, if any;

            (c) subject to the three-day review period required by paragraph (b)
      above, prepare and file with the SEC such amendments and post-effective
      amendments to the Registration Statement as may be necessary to keep the
      Registration Statement (whether  


                                       -8-

<PAGE>

      Demand or Piggyback) effective for a period of not less than one hundred
      eighty (180) days, or such shorter period which will terminate when all
      Registrable Securities covered by such Registration Statement have been
      sold or withdrawn; cause the Prospectus to be supplemented by any required
      Prospectus supplement, and as so supplemented to be filed pursuant to Rule
      424 under the Securities Act; and comply with the provisions of the
      Securities Act with respect to the disposition of all securities covered
      by such Registration Statement during the applicable period in accordance
      with the intended methods of disposition by the Holder thereof set forth
      in such Registration Statement or supplement to the Prospectus;

            (d) notify the Holder and the managing underwriters, if any,
      promptly, and (if requested by any such person) confirm such advice in
      writing, (l) when the Prospectus or any Prospectus supplement or
      post-effective amendment has been filed, and, with respect to the
      Registration Statement or any post-effective amendment, when the same has
      become effective, (2) of any request by the SEC for amendments or
      supplements to the Registration Statement or the Prospectus or for
      additional information pertaining to Holder, (3) of the issuance by the
      SEC of any stop order suspending the effectiveness of the Registration
      Statement or the initiation of any proceedings for that purpose, (4) if at
      any time the representations and warranties of the Company contemplated by
      paragraph (n) below cease to be true and correct, (5) of the receipt by
      the Company of any notification with respect to the suspension of the
      qualification of the Registrable Securities for sale in any jurisdiction
      or the initiation or threatening of any proceeding for such purpose, and
      (6) of the happening of any event which makes any statement made in the
      Registration Statement, the Prospectus or any document incorporated
      therein by reference untrue or which requires the making of any changes in
      the Registration Statement, the Prospectus or any document incorporated
      therein by reference in order to make the statements therein not
      misleading;

            (e) make reasonable efforts to obtain the withdrawal of any order
      suspending the effectiveness of the Registration Statement at the earliest
      possible moment;

            (f) as promptly as practicable after filing with the SEC of any
      document which is incorporated by reference into the Registration
      Statement or the Prospectus (after initial filing of the Registration
      Statement) provide copies of such document to the managing underwriters;

            (g) furnish to each managing underwriter, without charge, at least
      one signed copy, and to the Holder, one copy, of the Registration
      Statement and any post-effective amendment thereto, including financial
      statements and schedules, all documents incorporated therein by reference
      and all exhibits (including those incorporated by reference) and a
      reasonable number of conformed copies of all such documents to each
      managing underwriter;

            (h) deliver to the Holder and the underwriters, if any, as many
      copies of the Prospectus (including each preliminary prospectus) and any
      amendment or


                                       -9-

<PAGE>

      supplement thereto as such persons may reasonably request; the Company
      consents to the use of the Prospectus or any amendment or supplement
      thereto by the Holder and the underwriters, if any, in connection with the
      offering and sale of the Registrable Securities covered by the Prospectus
      or any amendment or supplement thereto;

            (i) prior to the date on which the Registration Statement is
      declared effective, use reasonable efforts to register or qualify or
      cooperate with the Holder and the underwriters, if any, and their
      respective counsel in connection with the registration or qualification of
      such Registrable Securities for offer and sale under the securities or
      blue sky laws of such jurisdictions as any seller or underwriter
      reasonably requests in writing and do any and all other acts or things
      reasonably necessary or advisable to enable the disposition in such
      jurisdictions of the Registrable Securities covered by the Registration
      Statement;

            (j) cooperate with the Holder and the managing underwriters, if any,
      to facilitate the timely preparation and delivery of certificates
      representing Registrable Securities to be sold and not bearing any
      restrictive legends; and enable such Registrable Securities to be in such
      denominations and registered in such names as the managing underwriters
      may request at least two business days prior to any sale of Registrable
      Securities to the underwriters;

            (k) use its best efforts to cause the Registrable Securities covered
      by the Registration Statement to be registered with or approved by such
      other governmental agencies or authorities within the United States as any
      seller may advise the Company is necessary to enable the seller or sellers
      thereof or the underwriters, if any, to consummate the disposition of such
      Registrable Securities;

            (l) upon the occurrence of any event contemplated by paragraph
      (d)(6) above, prepare a supplement or post-effective amendment to the
      Registration Statement or the Prospectus or any document incorporated
      therein by reference or file any other required document so that, as
      thereafter delivered to the purchasers of the Registrable Securities, the
      Prospectus will not contain an untrue statement of a material fact or omit
      to state any material fact necessary to make the statements therein not
      misleading;

            (m) cause all Registrable Securities covered by the Registration
      Statement to be listed on each securities exchange or automated quotation
      system on which similar securities issued by the Company are then listed;

            (n) in the case of an Underwritten Offering, enter into such
      agreements (including an underwriting agreement) reasonably satisfactory
      to the managing underwriters in form and substance and take all such other
      actions in connection therewith as the managing underwriters reasonably
      request in order to expedite or facilitate the disposition of such
      Registrable Securities, (1) make such representations and warranties to
      the underwriters, if any, in form, substance and scope as are customarily
      made by issuers to underwriters in primary underwritten offerings and
      confirm the accuracy of the same if and when requested, including matters
      relating to the compliance 


                                       -10-

<PAGE>

      of the Registration Statement and the Prospectus with the Securities Act;
      (2) obtain opinions of counsel to the Company and updates thereof which
      counsel and opinions (in form, scope and substance) shall be reasonably
      satisfactory to the managing underwriters addressed to the underwriters,
      if any, covering the matters customary in underwritten primary offerings
      and such other matters as may be reasonably requested by the underwriters,
      if any; (3) obtain "the cold comfort" letters and updates thereof from the
      Company's independent certified public accountants addressed to the
      underwriters, if any, such letters to be in customary form and covering
      matters of the type customarily covered in "cold comfort" letters by
      underwriters in connection with primary underwritten offerings; and (4)
      deliver such documents and certificates as may be requested by the
      managing underwriters, if any, to evidence compliance with clause (1)
      above and with any customary conditions contained in the underwriting
      agreement or other agreement entered into by the Company. The above shall
      be done at each closing under such underwriting or similar agreement or as
      and to the extent required thereunder;

            (o) if an underwriting agreement is entered into, cause the same to
      set forth in full the indemnification provisions and procedures of Section
      12.6 hereof with respect to all parties to be indemnified pursuant to said
      Section; and

            (p) make available for inspection during normal business hours by
      any underwriter participating in any disposition pursuant to such
      Registration Statement, and any attorney, accountant or other agent
      retained by any such underwriter, all financial and other records,
      pertinent corporate documents and properties of the Company, and cause the
      Company's officers, directors and employees to supply all information
      reasonably requested by any such underwriter, attorney, accountant or
      agent in connection with such Registration Statement; provided, that any
      records, information or documents that are designated by the Company in
      writing as confidential shall be kept confidential by such persons; and

            (q) otherwise use its best efforts to comply with all applicable
      rules and regulations of the SEC, and make generally available to its
      security holders, earnings statements satisfying the provisions of Section
      11(a) of the Securities Act, and the rules promulgated thereunder. The
      Company may require the Holder to furnish to the Company such information
      and documents regarding the distribution of such securities as the Company
      may from time to time reasonably request in writing.

         12.4 Rule 144 Reporting

         With a view to making available the benefits of certain rules and
regulations of the SEC that may permit the sale of the Registerable Securities
to the public without registration, the Company agrees to use its best efforts
to:

            (a) Make and keep public information regarding the Company available
      as those terms are understood and defined in Rule 144 under the Securities
      Act, at all times that this Warrant shall remain outstanding;


                                       -11-

<PAGE>

            (b) File with the SEC in a timely manner all reports and other
      documents required of the Company under the Securities Act and the
      Exchange Act at any time after it has become subject to such reporting
      requirements; and

            (c) So long as the Holder owns any Registrable Securities, furnish
      to the Holder forthwith upon written request a written statement by the
      Company as to its compliance with the reporting requirements of Rule 144,
      and of the Exchange Act, a copy of the most recent annual or quarterly
      report of the Company, and such other reports and documents so filed as
      the Holder may reasonably request in availing itself of any rule or
      regulation of the SEC allowing the Holder to sell any such securities
      without registration.

         12.5 Limitations on Registration and Resale

            (a) In the case of Piggyback Registration Rights pursuant to Section
      12.2, if in the written opinion of the Company's managing underwriter or
      underwriters, if any, for such offering, the inclusion of the Registrable
      Securities, when added to the securities being registered by the Company
      will materially and adversely affect the entire offering, the Company
      shall nevertheless register all or any portion of the Registrable
      Securities required to be so registered but such Registrable Securities
      shall not be sold by the Holder until ninety (90) days after the
      registration statement for such offering has become effective.

            (b) The Holder shall not be entitled to request Demand Registration
      at any time that a Piggyback Registration Statement shall be effective
      with respect to all of the Registrable Securities.

            (c) If the Company determines to register securities ("Company
      Registration Statement") at a time when a registration statement covering
      all the Registrable Securities is already effective, the Holder shall
      agree in writing not to sell any Registrable Securities during the period
      between the effective date of such Company Registration Statement and
      ninety (90) days after such effective date if in the written opinion of
      the Company's managing underwriter or underwriters for such offering, the
      continuous sale of the Registrable Securities during such ninety (90) day
      period would materially and adversely affect the Company's entire
      offering.

            (d) Notwithstanding anything contained herein to the contrary, for
      purposes of calculating the one hundred eighty (180) day time period under
      Section 12.3(c) or the three hundred sixty-five (365) day period under
      Section 12.9, such time period shall not include any time during which
      Holder agrees not to sell Registrable Securities under this Section 12.5.

         12.6 Registration Expenses

         All expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation all registration and filing
fees, including with respect to 


                                       -12-

<PAGE>

filings required to be made with the National Association of Securities Dealers,
fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications of the Registrable Securities under the laws of
such jurisdictions as the managing underwriters or the Holder may designate),
printing expenses, messenger, telephone and delivery expenses, fees and
disbursements of counsel for the Company (collectively, "Legal Fees") and of all
independent certified public accountants (including the expenses of any special
audit and "cold comfort" letters required by or incident to such performance),
the fees and expenses incurred in connection with the listing of the securities
to be registered on NASDAQ and each securities exchange on which similar
securities issued by the Company are then listed, rating agency fees, the fees
and expenses of any special experts retained by the Company at the request of
the managing underwriters in connection with such registration and any
reasonable out-of-pocket expenses of the Holder (all such expenses being herein
called "Registration Expenses") will be borne by the Company; in no event,
however, shall the Company be liable for the payment of any discounts or
commissions of underwriters, selling brokers, dealer managers or similar
industry professionals relating to the distribution of the Registrable
Securities or the legal or accounting fees of the Holder.

         12.7 Indemnification; Contribution

            (a) Indemnification by the Company. The Company will indemnify and
      hold harmless, to the full extent permitted by law, the Holder, if the
      Holder is a corporation its officers and directors, its agents and each
      person who controls the Holder (within the meaning of the Securities Act)
      against all losses, claims, damages, liabilities (or actions in respect
      thereof) and expenses to which any such person may be subject, under the
      Securities Act or otherwise, and reimburse all such persons for any
      reasonable legal or other expenses incurred with investigating or
      defending against any such losses, claims, damages or liabilities, insofar
      as such losses, claims, damages or liabilities arise out of or are based
      upon any untrue or alleged untrue statement of a material fact contained
      in a Registration Statement, Prospectus or preliminary prospectus or any
      omission or alleged omission to state therein a material fact required to
      be stated therein or necessary to make the statements therein not
      misleading, except insofar as the same arise out of or are based upon an
      untrue statement of a material fact or omission of a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading, which statement or omission is made therein in reliance
      upon and in conformity with information furnished in writing to the
      Company by the Holder, expressly for use therein. The Company will also
      indemnify underwriters, selling brokers, dealer managers and similar
      securities industry professionals participating in the distribution, their
      officers and directors and each person who controls such persons (within
      the meaning of the Securities Act) to the same extent as provided above
      with respect to the indemnification of the Holder.

            (b) Indemnification by the Holder. The Holder will indemnify and
      hold harmless, to the full extent permitted by law, the Company, its
      directors and officers and each person who controls the Company (within
      the meaning of the Securities Act) against any losses, claims, damages,
      liabilities (or actions in respect thereof) and expenses to 


                                       -13-

<PAGE>

      which any such person may be subject, under the Securities Act or
      otherwise, insofar as such losses, claims, damages or liabilities arise
      out of or are based upon any untrue or alleged untrue statement of a
      material fact contained in a Registration Statement or Prospectus or
      preliminary prospectus or any omission or alleged omission of a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading, to the extent, but only if and to the extent, that
      such untrue or alleged untrue statement or omission or alleged omission is
      made therein in reliance upon and in conformity with the information
      furnished in writing by the Holder specifically for inclusion therein. In
      no event shall the liability of the Holder hereunder be greater in amount
      than the dollar amount of the net proceeds received by the Holder upon the
      sale of the Registrable Securities giving rise to such indemnification
      obligation.

            (c) Conduct of Indemnification Proceedings. Any person entitled to
      indemnification hereunder will (i) give prompt notice to the indemnifying
      party of any claim with respect to which it seeks indemnification and (ii)
      unless in such indemnified party's reasonable judgment a conflict of
      interest may exist between such indemnified and indemnifying parties with
      respect to such claim, permit such indemnifying party to assume the
      defense of such claim with counsel reasonably satisfactory to the
      indemnified party and in that case the indemnified party shall have the
      right to participate in the conduct of such defense provided that it will
      pay for the fees of its own counsel. Whether or not such defense is
      assumed by the indemnifying party, the indemnifying party will not be
      subject to any liability for any settlement made without its consent (but
      such consent will not be unreasonably withheld). No indemnifying party
      will consent to entry of any judgment or enter into any settlement which
      does not include as an unconditional term thereof the giving by the
      claimant or plaintiff to such indemnified party of a release from all
      liability in respect to such claim or litigation. An indemnifying party
      who is not entitled to, or elects not to, assume the defense of a claim
      will not be obligated to pay the fees and expenses of more than one
      counsel for all parties indemnified by such indemnifying party with
      respect to such claim, unless in the reasonable judgment of any
      indemnified party a conflict of interest may exist between such
      indemnified party and any other of such indemnified parties with respect
      to such claim, in which event the indemnifying party shall be obligated to
      pay the fees and expenses of such additional counsel or counsels.

            (d) Contribution. If for any reason the indemnification provided for
      in the preceding subsection (a) or (b) is unavailable to any indemnified
      party or is insufficient to hold such indemnified party harmless as
      contemplated by such subsection, then the indemnifying party shall
      contribute to the amount paid or payable by the indemnified party as a
      result of such loss, claim, damage, liability or expense in such
      proportion as is appropriate to reflect not only the relative benefits
      received by the indemnified party and the indemnifying party, but also the
      relative fault of the indemnified party and the indemnifying party as well
      as any other relevant equitable considerations. No person guilty of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation.


                                       -14-

<PAGE>

         12.8 Remedies

         The Company stipulates that the remedies at law of the Holder of this
Warrant in the event of any default or threatened default by the Company in the
performance of or compliance with any of the terms of this Warrant are not and
will not be adequate and that such terms may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof.

         12.9 Mandatory Registration

         The Company may, at any time prior to receiving a request from Holder
for Demand Registration or Piggyback Registration, notify Holder that the
Company will register all the Registrable Securities pursuant to the Securities
Act. In such event, the Holder shall be required to include all the Registrable
Securities in the Company's registration statement if inclusion of such
Registrable Securities does not require Holder to exercise any Warrants prior to
effectiveness of such registration statement. The Company agrees (A) that any
Company registration statement pursuant to this Section 12.9 shall not
constitute a Demand Registration for purposes of Section 12 in the event less
than all the Registrable Securities are sold under such Company registration
statement, (B) that any Company registration statement pursuant to this Section
12.9 shall otherwise be subject to the requirements of Section 12 here of in
respect of registration procedures, including without limitation Section 12.3(a)
and (C) that the Company will use its best efforts to keep such Company
registration statement effective for a period of not less than 365 days.

         12.10 Miscellaneous

            (a) Notices. All notices, requests, demands and other communications
      provided for hereunder shall be in writing (including telecopier or
      similar writing) and shall be deemed to have been given (x) if mailed,
      five business days after being mailed in any general or branch office of
      the United States Postal Service, enclosed in a registered or certified
      postpaid envelope, (y) if sent by facsimile transmission, when so sent and
      receipt acknowledged by an appropriate telephone or facsimile receipt, or
      (z) if sent by Federal Express or other similar overnight courier service,
      or by any other method, when received by the party to which such notice
      has been directed, in each case at the respective address or facsimile
      number stated below or to such changed address or facsimile number as such
      party may have fixed by notice:

            (i)   If to the Company at the addresses specified in Section 2 of
                  this Warrant;

            (ii)  If to the Holder at the address maintained pursuant to Section
                  3 of this Warrant.

            (b) Attorneys' Fees. In any action or proceeding brought to enforce
      any provision of this Agreement, the successful party shall be entitled to
      recover reasonable attorneys' fees in addition to any other available
      remedy.


                                       -15-

<PAGE>

         13. Governing Law

         This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Nevada.

      IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be
duly executed by its officers thereunto duly authorized and its corporate seal
to be affixed hereon, as of this __th day of [DATE].

                                                      LBU, INC.


                                                  By: --------------------------
                                                      Name:
                                                      Title:

[SEAL]

Attest:

---------------------------
Name:
Title:


                                       -16-

<PAGE>

                               NOTICE OF EXERCISE

         The undersigned hereby irrevocably elects to exercise, pursuant to
Section 2 of the Warrant Certificate accompanying this Notice of Exercise, _____
Warrants of the total number of Warrants owned by the undersigned pursuant to
the accompanying Warrant Certificate, and herewith makes payment of the Purchase
Price of such shares in full.

                                                    ----------------------------
                                                    Name of Holder

                                                    ----------------------------
                                                    Signature

                                                    Address:

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


                                       -17-