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                              USA DETERGENTS, INC.

               Warrant for the Purchase of Shares of Common Stock

No. 2                                                             98,524 Shares

         USA Detergents, Inc., a Delaware corporation (the "COMPANY"), hereby
certifies that 101 Realty Associates, L.L.C. or its permitted assigns, are
entitled to purchase from the Company, at any time or from time to time
commencing on the date hereof and ending at 5:00 P.M., New York City time, on
April 14, 2003, ninety-eight thousand, five hundred twenty-four (98,524) fully
paid and non-assessable shares of Common Stock for an aggregate purchase price
of one million, thirty-four thousand, five hundred two dollars ($1,034,502)
(computed on the basis of $10.50 per share). The Company is issuing and the
Holder (as hereinafter defined) is purchasing this Warrant as a portion of the
consideration received by the Holder from the Company in connection with the
making of a $4 million loan by the Holder to the Company and the entry into of
a guarantee by certain of the members of the Holder guaranteeing $5 million of
the Company's indebtedness to PNC Bank, N.A. ("PNC Bank") on a joint and
several basis (the "Guarantee"). It is understood and agreed by the Company
that if the current members of the Holder are required to and actually do make
payment of the full $5 million amount of the Guarantee, the Company will issue
an additional warrant, upon the same terms and conditions (including Per Share
Warrant Price) as this Warrant, to purchase one hundred ninety-three thousand,
six hundred eighty-eight (193,688) fully paid and non-assessable shares of
Common Stock to the Holder (the "Additional Warrant"). Payment of less than the
full amount of the Guarantee shall result in the reduction of the number of
shares of Common Stock covered by the Additional Warrant on a proportional
basis. As used herein, (i) the common stock, $.01 par value per share, of the
Company, together with any other equity securities which may be issued by the
Company with respect thereto or in substitution therefor, is referred to as the
"COMMON STOCK," (ii) the shares of the Common Stock purchasable hereunder or
under any other Warrant (as hereinafter defined) are referred to individually
as a "WARRANT SHARE" and collectively as the "WARRANT SHARES," (iii) the
aggregate purchase price payable for the Warrant Shares hereunder is referred
to as the "AGGREGATE WARRANT PRICE," (iv) the price payable for each of the
Warrant Shares hereunder is referred to as the "PER SHARE WARRANT PRICE," (v)
this Warrant, all similar Warrants issued on the date hereof and all Warrants
hereafter issued in exchange or substitution for this Warrant or such similar
Warrants are referred to as the "WARRANTS," (vi) the holder of this Warrant is
referred to as the "Holder" and the holder of this Warrant and all other
Warrants or Warrant Shares issued upon the exercise of any Warrant are referred
to as the "HOLDERS", and (vii) the period during which this Warrant is
exercisable is referred to as the "EXERCISE PERIOD". The Aggregate Warrant
Price is not subject to adjustment. The Per Share Warrant Price is subject to
adjustment as hereinafter provided; in the event of any such adjustment, the
number

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of Warrant Shares shall be adjusted by dividing the Aggregate Warrant Price by
the Per Share Warrant Price in effect immediately after such adjustment.

         1. EXERCISE OF WARRANT. (a) At any time or times during the Exercise
Period, the Holder may exercise this Warrant, in whole or in part, as follows:

         (i) By presentation and surrender of this Warrant to the Company at
    the address set forth in Subsection 9(a) hereof, with the Subscription Form
    annexed hereto (or a reasonable facsimile thereof) duly executed and
    accompanied by payment of the Per Share Warrant Price for each Warrant
    Share to be purchased. Payment for Warrant Shares shall be made by cash,
    certified check payable to the order of the Company or by wire transfer to
    an account designated by the Company for such purpose; or

         (ii) By presentation and surrender of this Warrant to the Company at
    the address set forth in Subsection 9(a) hereof, with a Cashless Exercise
    Form annexed hereto (or a reasonable facsimile thereof) duly executed (a
    "CASHLESS EXERCISE"). Such presentation and surrender shall be deemed a
    waiver of the Holder's obligation to pay all or any portion of the
    Aggregate Warrant Price. In the event of a Cashless Exercise, the Holder
    shall exchange its Warrant for that number of shares of Common Stock
    determined by multiplying the number of Warrant Shares being exercised by a
    fraction, the numerator of which shall be the difference between the then
    current market price per share of the Common Stock and the Per Share
    Warrant Price, and the denominator of which shall be the then current
    market price per share of Common Stock. For purposes of any computation
    under this Section 1(a)(ii), the then current market price per share of
    Common Stock at any date shall be deemed to be the average for the five
    consecutive business days immediately prior to the Cashless Exercise of the
    daily closing prices of the Common Stock on the principal national
    securities exchange on which the Common Stock is admitted to trading or
    listed, or if not listed or admitted to trading on any such exchange, the
    closing prices as reported by the Nasdaq National Market, or if not then
    listed on the Nasdaq National Market, the average of the highest reported
    bid and lowest reported asked prices as reported by the National
    Association of Securities Dealers, Inc. Automated Quotations System
    ("NASDAQ") or if not then publicly traded, the fair market price of the
    Common Stock as determined by the Board of Directors.

         (b) If this Warrant is exercised in part, this Warrant must be
exercised for a number of whole shares of the Common Stock, and the Holder is
entitled to receive a new Warrant covering the Warrant Shares which have not
been exercised and setting forth the proportionate part of the Aggregate
Warrant Price applicable to such Warrant Shares. Upon such surrender of this
Warrant, the Company will (i) issue a certificate or certificates, in such
denominations as are requested for delivery by the Holder, in the name of the
Holder for the largest number of whole shares of the Common Stock to which the
Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of
any fractional share of the Common Stock to which the Holder shall

                                      -2-
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be entitled, pay to the Holder cash in an amount equal to the fair value of
such fractional share (determined in such reasonable manner as the Board of
Directors of the Company shall determine), and (ii) deliver the other
securities and properties receivable upon the exercise of this Warrant, or the
proportionate part thereof if this Warrant is exercisable in part, pursuant to
the provisions of this Warrant. The Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then be actually delivered to the Holder.

         2. RESERVATION OF WARRANT SHARES; LISTING. The Company agrees that,
prior to the expiration of this Warrant, the Company will at all times (a) have
authorized and in reserve, and will keep available, solely for issuance or
delivery upon the exercise of this Warrant, the shares of the Common Stock and
other securities and properties as from time to time shall be receivable upon
the exercise of this Warrant, free and clear of all restrictions on sale or
transfer and free and clear of all preemptive rights and rights of first
refusal and (b) keep the shares of the Common Stock receivable upon the
exercise of this Warrant authorized for listing on such exchange upon notice of
issuance.

         3. PROTECTION AGAINST DILUTION. (a) In case the Company shall
hereafter (i) pay a dividend or make a distribution on its capital stock in
shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares of Common
Stock into a smaller number of shares or (iv) issue by reclassification of its
Common Stock any shares of capital stock of the Company, the Per Share Warrant
Price shall be adjusted so that the Holder upon the exercise hereof shall be
entitled to receive the number of shares of Common Stock or other capital stock
of the Company which such Holder would have owned immediately following such
action had such Warrant been exercised immediately prior thereto. An adjustment
made pursuant to this Subsection 3(a) shall become effective immediately after
the record date in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification.

         (b) If, at any time or from time to time after the date of this
Warrant, the Company shall issue or distribute to the holders of shares of
Common Stock evidences of its indebtedness, any other securities of the Company
or any cash, property or other assets (excluding a subdivision, combination or
reclassification, or dividend or distribution payable in shares of Common
Stock, referred to in Subsection 3(a), and also excluding cash dividends or
cash distributions paid out of net profits legally available therefor if the
full amount thereof, together with the value of other dividends and
distributions made substantially concurrently therewith or pursuant to a plan
which includes payment thereof, is equivalent to not more than 5% of the
Company's net worth) (any such non-excluded event being herein called a
"Special Dividend"), the Per Share Warrant Price shall be adjusted by
multiplying the Per Share Warrant Price then in effect by a fraction, the
numerator of which shall be the then

                                      -3-
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current market price of the Common Stock (defined as the average for the five
consecutive business days immediately prior to the record date of the daily
closing price of the Common Stock as reported by the national securities
exchange upon which the Common Stock is then listed or if not listed on any
such exchange, the average of the closing prices as reported by the Nasdaq
National Market, or if not then listed on the Nasdaq National Market, the
average of the highest reported bid and lowest reported asked prices as
reported by NASDAQ, or if not then publicly traded, the fair market price as
determined by the Company's Board of Directors) less the fair market value (as
determined by the Company's Board of Directors) of the evidences of
indebtedness, cash, securities or property, or other assets issued or
distributed in such Special Dividend applicable to one share of Common Stock
and the denominator of which shall be such then current market price per share
of Common Stock. An adjustment made pursuant to this Subsection 3(b) shall
become effective immediately after the record date of any such Special
Dividend.

         (c) Except as provided in Subsection 3(e), in case the Company shall
hereafter issue or sell any shares of Common Stock for a consideration per
share less than the Per Share Warrant Price on the date of such issuance or
sale, the Per Share Warrant Price shall be adjusted as of the date of such
issuance or sale so that the same shall equal the price determined by dividing
(i) the sum of (A) the number of shares of Common Stock outstanding immediately
prior to such issuance or sale multiplied by the Per Share Warrant Price plus
(B) the consideration received by the Company upon such issuance or sale by
(ii) the total number of shares of Common Stock outstanding after such issuance
or sale.

         (d) Except as provided in Subsections 3(b) and 3(e), in case the
Company shall hereafter issue or sell any rights, options, warrants or
securities convertible into Common Stock entitling the holders thereof to
purchase Common Stock or to convert such securities into Common Stock at a
price per share (determined by dividing (i) the total amount, if any, received
or receivable by the Company in consideration of the issuance or sale of such
rights, options, warrants or convertible securities plus the total
consideration, if any, payable to the Company upon exercise or conversion
thereof (the "TOTAL CONSIDERATION") by (ii) the number of additional shares of
Common Stock issuable upon exercise or conversion of such securities) less than
the then current Per Share Warrant Price in effect on the date of such issuance
or sale, the Per Share Warrant Price shall be adjusted as of the date of such
issuance or sale so that the same shall equal the price determined by dividing
(i) the sum of (A) the number of shares of Common Stock outstanding on the date
of such issuance or sale multiplied by the Per Share Warrant Price plus (B) the
Total Consideration by (ii) the number of shares of Common Stock outstanding on
the date of such issuance or sale plus the maximum number of additional shares
of Common Stock issuable upon exercise or conversion of such securities.

         (e) No adjustment in the Per Share Warrant Price shall be required in
the case of (i) the issuance by the Company of options to purchase shares of
Common Stock pursuant to the Company's 1995 Stock Option Plan and the Company's
Non-

                                      -4-
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Employee Directors Stock Option Plan, as each such plan may be amended from
time to time, and the issuance by the Company of shares of Common Stock upon
the exercise of such options and (ii) the issuance by the Company of Common
Stock pursuant to the exercise of (A) warrants granted in the ordinary course
of business or warrants granted, issued or sold to unaffiliated persons, joint
venturers, participating entities or other companies or institutions with which
the Company has a business relationship in order to obtain terms more favorable
to the Company in such relationship, (B) the Warrants, (C) a warrant issued to
Frederick R. Adler to purchase 350,000 shares of Common Stock, and (D) a
warrant issued to PNC Bank to purchase up to 689,401 shares of Common Stock.

         (f) In case of any capital reorganization or reclassification, or any
consolidation or merger to which the Company is a party other than a merger or
consolidation in which the Company is the continuing corporation, or in case of
any sale or conveyance to another entity of the property of the Company as an
entirety or substantially as an entirety, or in the case of any statutory
exchange of securities with another corporation (including any exchange
effected in connection with a merger of a third corporation into the Company),
the Holder of this Warrant shall have the right thereafter to receive on the
exercise of this Warrant the kind and amount of securities, cash or other
property which the Holder would have owned or have been entitled to receive
immediately after such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance had this Warrant been exercised
immediately prior to the effective date of such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and in any such case, if necessary, appropriate adjustment shall be made in the
application of the provisions set forth in this Section 3 with respect to the
rights and interests thereafter of the Holder of this Warrant to the end that
the provisions set forth in this Section 3 shall thereafter correspondingly be
made applicable, as nearly as may reasonably be, in relation to any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant. The above provisions of this Subsection 3(f) shall similarly
apply to successive reorganizations, reclassifications, consolidations,
mergers, statutory exchanges, sales or conveyances. The issuer of any shares of
stock or other securities or property thereafter deliverable on the exercise of
this Warrant shall be responsible for all of the agreements and obligations of
the Company hereunder. Notice of any such reorganization, reclassification,
consolidation, merger, statutory exchange, sale or conveyance and of said
provisions so proposed to be made, shall be mailed to the Holders of the
Warrants not less than 20 days prior to such event. A sale of all or
substantially all of the assets of the Company for a consideration consisting
primarily of securities shall be deemed a consolidation or merger for the
foregoing purposes.

         (g) In case any event shall occur as to which the other provisions of
this Section 3 are not strictly applicable but as to which the failure to make
any adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principles hereof then, in
each such case, the Holders of Warrants representing the right to purchase a
majority of the Warrant Shares subject to all outstanding Warrants may appoint
a firm of independent public

                                      -5-
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accountants of recognized national standing reasonably acceptable to the
Company, which shall give their opinion as to the adjustment, if any, on a
basis consistent with the essential intent and principles established herein,
necessary to preserve the purchase rights represented by the Warrants. Upon
receipt of such opinion, the Company will promptly mail a copy thereof to the
Holder of this Warrant and shall make the adjustments described therein. The
fees and expenses of such independent public accountants shall be borne by the
Company.

         (h) No adjustment in the Per Share Warrant Price shall be required
unless such adjustment would require an increase or decrease of at least $0.10
per share of Common Stock; provided, however, that any adjustments which by
reason of this Subsection 3(h) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; provided further,
however, that adjustments shall be required and made in accordance with the
provisions of this Section 3 (other than this Subsection 3(h)) not later than
such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Common Stock issuable upon
exercise hereof. All calculations under this Section 3 shall be made to the
nearest cent or to the nearest 1/l00th of a share, as the case may be. Anything
in this Section 3 to the contrary notwithstanding, the Company shall be
entitled to make such reductions in the Per Share Warrant Price, in addition to
those required by this Section 3, as it in its discretion shall deem to be
advisable in order that any stock dividend, subdivision of shares or
distribution of rights to purchase stock or securities convertible or
exchangeable for stock hereafter made by the Company to its stockholders shall
not be taxable.

         (i) Whenever the Per Share Warrant Price is adjusted as provided in
this Section 3 and upon any modification of the rights of a Holder of Warrants
in accordance with this Section 3, the Company shall promptly obtain, at its
expense, a certificate of a firm of independent public accountants of
recognized standing selected by the Board of Directors (who may be the regular
auditors of the Company) setting forth the Per Share Warrant Price and the
number of Warrant Shares after such adjustment or the effect of such
modification, a brief statement of the facts requiring such adjustment or
modification and the manner of computing the same and cause copies of such
certificate to be mailed to the Holders of the Warrants.

         (j) If the Board of Directors of the Company shall (i) declare any
dividend or other distribution with respect to the Common Stock, other than a
cash dividend subject to the first parenthetical in Subsection 3(b), (ii) offer
to the holders of shares of Common Stock any additional shares of Common Stock,
any securities convertible into or exercisable for shares of Common Stock or
any rights to subscribe thereto, or (iii) propose a dissolution, liquidation or
winding up of the Company, the Company shall mail notice thereof to the Holders
of the Warrants not less than 15 days prior to the record date fixed for
determining stockholders entitled to participate in such dividend,
distribution, offer or subscription right or to vote on such dissolution,
liquidation or winding up.

                                      -6-
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         (k) If, as a result of an adjustment made pursuant to this Section 3,
the Holder of any Warrant thereafter surrendered for exercise shall become
entitled to receive shares of two or more classes of capital stock or shares of
Common Stock and other capital stock of the Company, the Board of Directors
(whose determination shall be conclusive and shall be described in a written
notice to the Holder of any Warrant promptly after such adjustment) shall
determine the allocation of the adjusted Per Share Warrant Price between or
among shares or such classes of capital stock or shares of Common Stock and
other capital stock.

         4. FULLY PAID STOCK; TAXES. The Company agrees that the shares of the
Common Stock represented by each and every certificate for Warrant Shares
delivered on the exercise of this Warrant shall, at the time of such delivery,
be validly issued and outstanding, fully paid and nonassessable, and not
subject to preemptive rights or rights of first refusal, and the Company will
take all such actions as may be necessary to assure that the par value or
stated value, if any, per share of the Common Stock is at all times equal to or
less than the then Per Share Warrant Price. The Company further covenants and
agrees that it will pay, when due and payable, any and all Federal and state
stamp, original issue or similar taxes which may be payable in respect of the
issue of any Warrant Share or certificate therefor (other than those payable by
reason of the transfer of the Warrant or any Warrant Shares).

         5. LIMITED TRANSFERABILITY. The Company may treat the registered
Holder of this Warrant as he or it appears on the Company's books at any time
as the Holder for all purposes. The Company shall permit any Holder of a
Warrant or his duly authorized attorney, upon written request during ordinary
business hours, to inspect and copy or make extracts from its books showing the
registered holders of Warrants. All Warrants issued upon the transfer or
assignment of this Warrant will be dated the same date as this Warrant, and all
rights of the Holder thereof shall be identical to those of the Holder. This
Warrant may be transferred, in all instances subject to compliance with the
Act, in whole or in part, to the members of the Holder who were members as of
the date hereof, or by operation of law, to and may be exercised by (i) the
successors, permitted assigns and/or legal representatives of the Holder and
(ii) the heirs, successors, assigns and/or legal representatives of the
Holder's permitted assigns upon the death or disability of such permitted
assign. Except as set forth above, this Warrant may not be sold, transferred,
assigned or hypothecated by the Holder.

         6. LOSS, ETC., OF WARRANT. Upon receipt of evidence satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant, and
of indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder a new Warrant of like date,
tenor and denomination.

         7. WARRANT HOLDER NOT SHAREHOLDER. Except as otherwise provided
herein, this Warrant does not confer upon the Holder any right to vote or to
consent

                                      -7-
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to or receive notice as a stockholder of the Company, as such, in respect of
any matters whatsoever, or any other rights or liabilities as a stockholder,
prior to the exercise hereof.

         8. NOTICES. All notices and other communications required or permitted
to be given under this Warrant shall be in writing and shall be deemed to have
been duly given if delivered personally or by facsimile transmission, or sent
by recognized overnight courier or by certified mail, return receipt requested,
postage paid, to the parties hereto as follows:

              (a) if to the Company, at 1735 Jersey Avenue, North Brunswick,
         New Jersey 08902, Attn: President and Attn: Chief Financial Officer,
         facsimile no. (732) 246-8833, or such other address as the Company has
         designated in writing to the Holder,

              (b) if to the Holder, at 101 Realty Associates, L.L.C., 333
         Seventh Avenue, 11th Floor, New York, New York 10001, Attention:
         Frederick J. Horowitz, or such other address or facsimile number as
         the Holder has designated in writing to the Company.

         9. HEADINGS. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof.

         10. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the law of the State of New York without giving effect to the
principles of conflicts of law thereof.

         IN WITNESS WHEREOF, USA Detergents, Inc. has caused this Warrant to be
signed by its Chief Executive Officer and its corporate seal to be hereunto
affixed and attested by its Secretary as of this ____ day of ___________, 1998.


                                            USA DETERGENTS, INC.



                                            By:
                                               --------------------------------
                                               Richard Coslow
                                               Chief Financial Officer

ATTEST:


-----------------------------
          Secretary

[Corporate Seal]

                                      -8-

<PAGE>

                                   ASSIGNMENT


         FOR VALUE RECEIVED ____________________________ hereby sells, assigns
and transfers unto __________________________ the foregoing Warrant and all
rights evidenced thereby, and does irrevocably constitute and appoint
_______________________, attorney, to transfer said Warrant on the books of
___________________________.

Dated:_______________________          Signature:___________________________

                                       Address: ____________________________


                               PARTIAL ASSIGNMENT


         FOR VALUE RECEIVED __________________________ hereby assigns and
transfers unto ____________________________ the right to purchase
______________ shares of the Common Stock of _________________________ covered
by the foregoing Warrant, and a proportionate part of said Warrant and the
rights evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer that part of said Warrant on the
books of ______________________________.

Dated:_______________________          Signature:___________________________

                                       Address: ____________________________

                                      -9-
<PAGE>

                               SUBSCRIPTION FORM
     (To be executed upon exercise of Warrant pursuant to Section 1 (a)(i))


         The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant for, and to purchase thereunder,
______________ shares of Common Stock, as provided for in Section 1(a)(i), and
tenders herewith payment of the purchase price in full in the form of cash,
check or wire transfer in the amount of $___________.

         Please issue a certificate or certificates for such Common Stock in
the name of, and pay any cash for any fractional share to:

                                       Name ___________________________________

                                       (Please Print Name, Address and Social
                                       Security No.)

                                       Address ________________________________

                                               ________________________________

                                       Social _________________________________
                                       Security Number

                                       Signature ______________________________

                                       NOTE:     The above signature should
                                                 correspond exactly with the
                                                 name on the first page of this
                                                 Warrant or with the name of
                                                 the assignee appearing in the
                                                 assignment form below.

                                       Date ___________________________________


         And if said number of shares shall not be all the shares purchasable
under the within Warrant, a new Warrant is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder.

                                      -10-
<PAGE>

                             CASHLESS EXERCISE FORM
                    (To be executed upon exercise of Warrant
                         pursuant to Section 1(a)(ii))


         The undersigned hereby irrevocably elects to surrender _________
shares purchasable under this Warrant for such shares of Common Stock issuable
in exchange therefor pursuant to the Cashless Exercise provisions of the within
Warrant, as provided for in Section 1(a)(ii) of such Warrant.

         Please issue a certificate or certificates for such Common Stock in
the name of, and pay cash for fractional shares to:

                                       Name ___________________________________

                                       (Please Print Name, Address and Social
                                       Security No.)

                                       Address ________________________________

                                               ________________________________

                                       Social _________________________________
                                       Security Number

                                       Signature ______________________________

                                       NOTE:     The above signature should
                                                 correspond exactly with the
                                                 name on the first page of this
                                                 Warrant or with the name of
                                                 the assignee appearing in the
                                                 assignment form below.

                                       Date ___________________________________


         And if said number of shares shall not be all the shares exchangeable
or purchasable under the within Warrant, a new Warrant is to be issued in the
name of the undersigned for the balance remaining of the shares purchasable
thereunder.

                                      -11-