<PAGE>
                                                               [Execution Copy]


                          AMENDED AND RESTATED WARRANT


THIS AMENDED AND RESTATED WARRANT (THE "WARRANT") OF THE WARRANT ISSUED TO PNC
BANK, NATIONAL ASSOCIATION ON FEBRUARY 25, 1998 (AND THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE
OFFERED, SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF (A) SUCH REGISTRATION OR (B) IF ANY SUCH OFFER, SALE, PLEDGE,
TRANSFER, ASSIGNMENT OR OTHER DISPOSITION IS MADE PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS, IN EITHER SUCH
CASE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN SECTIONS 5 AND 11 OF THIS
WARRANT.


EFFECTIVE AS OF 5:00 P.M. ON FEBRUARY 25, 1998
VOID AFTER 5:00 P.M. ON FEBRUARY 26, 2003



                              USA DETERGENTS, INC.

                         COMMON STOCK PURCHASE WARRANT

                  USA DETERGENTS, INC., a Delaware corporation (the "Company"),
hereby certifies that, for value received, PNC BANK, NATIONAL ASSOCIATION (the
"Bank"), or its registered assigns (the Bank and such registered assigns at the
time being the registered holder hereof being hereinafter referred to as
"Holder"), is entitled, subject to the terms set forth below, to purchase from
the Company at any time or from time to time commencing at 5:00 p.m. (New York
City time), February 25, 1998, and continuing to and expiring at 5:00 p.m. (New
York City time) February 26, 2003, up to 1.00% of the number of shares of
Common Stock issued and outstanding on the date hereof (the "Warrant Number")
at a price per share of Common Stock that is equal to ninety percent (90%) of
the Market Price per share of the Common Stock at the date hereof (the "Warrant
Price," and the shares of the Common Stock that become deliverable to Holder
upon the exercise of this Warrant (and which are not subject to cancellation or
relinquishment as provided below) are hereinafter referred to as the "Warrant
Shares").

                  Certain capitalized terms used in this Warrant, if not
otherwise defined, shall have the meanings set forth in Section 15 or elsewhere
in this Warrant.


                        Section 1. EXERCISE OF WARRANT.


<PAGE>

                  1.1      Exercise.

                  (a) This Warrant may be exercised by Holder, in whole or in
part, at any time and from time to time after the date hereof by surrender (in
person or by notice as provided in Article 12 hereof) of this Warrant at the
principal offices of the Company located at 1735 Jersey Avenue, North
Brunswick, New Jersey 08902, together with:

                           (i) (A) the form of subscription following the
         signature page of this Warrant executed by Holder, and (B) payment, by
         certified or official bank check payable to the order of the Company
         or by wire transfer to the Company's account, in the amount obtained
         by multiplying the number of shares of Common Stock for which this
         Warrant is then being exercised by the Warrant Price then in effect;
         provided, however, if the Bank or any Person affiliated with the Bank
         is the Holder at the time of any exercise under this Section
         1.1(a)(i), in lieu of paying by certified or official bank check or
         wire transfer as provided in Section 1.1(a)(i)(B), the Bank may at its
         option execute and deliver to the Company a certificate of reduction
         (the "Certificate of Reduction") in the form following the signature
         page of this Warrant, which Certificate of Reduction shall reduce the
         amount of the PNC Debt by the amount obtained by multiplying the
         number of shares of Common Stock for which this Warrant is then being
         exercised by the Warrant Price then in effect, and in each instance
         where the Bank so executes and delivers a Certificate of Reduction and
         the Holder hereof exercises its right to effect payment pursuant to
         the Certificate of Reduction in lieu of paying by certified or
         official bank check or wire transfer as provided in Section
         1.1(a)(i)(B) the same shall be as legal, valid, binding and
         enforceable against the Company as if the Company had received the
         certified or official bank check or wire transfer referred to in
         Section 1.1(a)(i)(B); or

                  (ii) the form of cashless exercise election (a "Cashless
         Exercise") following the signature page of this Warrant executed by
         Holder. Such presentation and surrender constituting a Cashless
         Exercise shall be deemed a waiver of Holder's obligation to pay all or
         any portion of the Warrant Price in the manner contemplated by
         Subsection 1.1(a)(i) hereof or otherwise. In the event of a Cashless
         Exercise, Holder shall exchange this 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 Market Price and the Warrant Price per share of
         Common Stock, and the denominator of which shall be the Market Price
         per share of Common Stock.

                  (b) If this Warrant is not exercised in full, the Company, at
its sole cost expense, shall forthwith issue and deliver to or upon the order
of Holder, a new Warrant of like tenor in the name of Holder or as Holder may
request, calling in the aggregate on the face thereof for the number of shares
of Common Stock equal (without giving effect to any adjustment therein) to (i)
the number of such shares called for on the face of this Warrant minus (ii) the


                                       2
<PAGE>

number of such shares for which this Warrant shall have been exercised without
giving effect to any adjustment in number as a result of changes in the Warrant
Price called for above.

                  (c) If the Warrant Price is adjusted pursuant to Section 8 of
this Warrant, the number of Warrants to which Holder is entitled shall be
adjusted by multiplying the number of Warrants to which Holder is entitled
immediately prior to such adjustment by a fraction, the numerator of which is
the Warrant Price prior to such adjustment and the denominator of which is the
Warrant Price after such adjustment.

                  1.2 Delivery of Stock Certificates. Subject to the terms and
conditions of this Warrant, as soon as commercially reasonable and practicable
after the exercise of this Warrant by Holder, in full or in part, the Company
will issue or will cause its transfer agent to issue, as applicable, in the
name of and deliver to Holder, or to any assignee, nominee or designee as
Holder may direct, one or more certificates evidencing the Warrant Shares to
which Holder shall be entitled on such exercise, together with any other stock
or other securities and property (including cash, where applicable, or the new
Warrant upon a partial exercise as described in Section 1.1(b) above) to which
Holder is entitled upon such exercise.

                  1.3 Fractional Shares. This Warrant may not be exercised as
to fractional shares of Common Stock. In the event that the exercise of this
Warrant, in full or in part, would result in the issuance of any fractional
share of Common Stock, then in such event Holder shall be entitled to cash
equal to the Market Price of such fractional share.

                  1.4 Payment of Taxes. The Company shall pay all documentary
stamp taxes, if any, attributable to the issuance of Warrants and issuance of
shares of Common Stock or other securities upon the exercise of warrants;
provided, however, that subject to Sections 5 and 11 of this Warrant, the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the issue of any certificates for the Warrant Shares
in a name other than that of the registered holder of a Warrant surrendered
upon the exercise of a Warrant, and the Company shall not be required to issue
or deliver such certificates unless and until the Persons requesting the
issuance thereof have paid to the Company the amount of such tax or shall have
established to the reasonable satisfaction of the Company that such tax has
been paid or that adequate provision for the payment of such tax has been made.

                 Section 2. CERTAIN OBLIGATIONS OF THE COMPANY.

                  2.1 Reservation of Stock. The Company will reserve and keep
available out of its authorized and unissued Common Stock or out of shares of
its treasury stock, solely for the purpose of issue upon exercise of the
purchase rights evidenced by this Warrant, a number of shares of Common Stock
equal to the number of shares of Common Stock issuable hereunder. Without
limiting the obligations of the Company that are set forth in the foregoing
sentence, the Company will from time to time, in accordance with applicable
laws, take such action as is necessary or desirable to increase the authorized
amount of its Common Stock if at any time the number of shares of Common Stock
authorized but remaining unissued and unreserved for other purposes shall be
insufficient to permit the full exercise of this Warrant.



                                       3
<PAGE>

                  2.2 No Valuation or Impairment. The Company will not, by
amendment or restatement of its certificate of incorporation, including,
without limitation, amendment of the par value of its Common Stock, or through
reorganization, consolidation, merger, dissolution, issuance of capital stock
or sale of treasury stock (otherwise than upon exercise of this Warrant) or
sale of assets, by effecting any subdivision of or stock split or stock
dividend with respect to its Common Stock, or by any other voluntary act or
deed, avoid or seek to avoid the material observance or performance of any of
the covenants, stipulations or conditions in this Warrant to be observed or
performed by the Company. Nothing herein should be inferred to restrict the
Company from completing any of such transactions if Holder of this Warrant is
provided with and not deprived of the material benefits that are intended to be
provided to Holder by this Warrant upon terms and conditions and pursuant to
procedures not more onerous than those contained in this Warrant.

                  2.3 Maintenance of Office. The Company will maintain an
office where presentations and demands to or upon the Company in respect of
this Warrant may be made. The Company will give not less than 10 days' prior
written notice in writing to Holder, in the manner contemplated by Section 12
of this Warrant, of each change in the location of such office.

                        Section 3. REORGANIZATION, ETC.

                  If any reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with another
corporation which after the transaction will be required to file reports with
the Securities and Exchange Commission (the "SEC") pursuant to Section 13 or 15
of the Exchange Act (a "Public Corporation"), or sale of all or substantially
all of the Company's assets to another Public Corporation shall be effected,
then, as a condition of such reorganization, reclassification, consolidation,
merger or sale, lawful and adequate provision shall be made whereby Holder
shall thereafter have the right to purchase and receive, upon the terms and
conditions and pursuant to the procedures herein specified and in lieu of the
shares of Common Stock immediately theretofore purchasable and receivable upon
exercise of this Warrant, such securities or property as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
Common Stock equal to the number of shares of Common Stock immediately
theretofore purchasable and receivable upon exercise of this Warrant had such
reorganization, reclassification, consolidation, merger or sale not taken
place, and in any such case appropriate provision shall be made with respect to
the rights and interests of Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Warrant Price
and of the number of shares purchasable upon the exercise of this Warrant)
shall thereafter be applicable, as nearly as may be, in relation to any
securities or property thereafter deliverable upon the exercise hereof. The
Company shall not effect any such reorganization, reclassification,
consolidation, merger or sale unless, prior to or contemporaneously with the
consummation thereof, the successor corporation (if other than the Company)
resulting from such consolidation or merger or the corporation purchasing such
assets shall assume by written instrument executed and delivered to Holder,
which written instrument shall be in form and substance reasonably satisfactory
to Holder, the obligation to deliver to Holder such securities or property as,
in 


                                       4
<PAGE>

accordance with the foregoing provisions, Holder may be entitled to purchase
or receive upon Holder's proper exercise of the terms and provisions of this
Warrant.

                       Section 4. NOTICES OF RECORD DATE.

                  In the event of:

                           (a) any taking by the Company of a record of the
         holders of any class of securities for the purpose of determining the
         holders thereof who are entitled to receive any dividend or other
         distribution, or any right to subscribe for, purchase or otherwise
         acquire any shares of stock of any class or any other securities or
         property, or to receive any other right; or

                           (b) any capital reorganization of the Company, any
         reclassification of the capital stock of the Company or any transfer
         of all or substantially all the assets of the Company to or any
         consolidation or merger of the Company with or into any other Person;
         or

                           (c) any voluntary or involuntary dissolution,
         liquidation, or winding-up of the Company,

then, and in each event, the Company will give to Holder a written notice
specifying (i) the date on which any such record is to be taken for the purpose
of such dividend, distribution or right, and stating the amount and character
of such dividend, distribution or right, and (ii) the date on which any such
reorganization, reclassification, transfer, consolidation, merger, dissolution,
liquidation, or winding-up is to take place, and the time, if any is to be
fixed, as of which the holders of record of Common Stock for securities or
other property deliverable on such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as of which the holders of record of
Common Stock shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable on such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding-up. Such notice shall be given prior to the date specified in such
notice on which any such action is to be taken, and in no event later than the
earlier of (i) 10 business days prior to the date on which such action is taken
and (ii) the time when notice of such event is given to holders of record of
the Company's issued and outstanding capital stock.

                        Section 5. REGISTRATION RIGHTS.

                  5.1  Warrant Holder Exercise; Payment of Costs and Expenses.

                  (a) If Holder exercises this Warrant pursuant to Section
1.1(a) hereof, in whole or in part (provided that on the date of any such
partial exercise that is not a Cashless Exercise the Market Price of the Common
Shares being acquired by Holder pursuant to such partial exercise that is not a
Cashless Exercise is not less than $100,000 and in the event of a Cashless
Exercise, in whole or in part, the Market Price of the Common Shares being
acquired by 


                                       5
<PAGE>

Holder pursuant to such Cashless Exercise is not less than $100,000) (any such
whole or partial exercise being hereinafter referred to as a "Warrant Holder
Exercise"), the Company shall, without any notice or demand, use its reasonable
good faith efforts to effectuate a registration on Form S-3 of the Registrable
Securities of Warrant Holder that are issuable upon such Warrant Holder
Exercise (any registration that is required to be made pursuant to this Section
5.1a is hereinafter referred to as an "Warrant Holder Exercise Registration"),
all in accordance with Section 5.3(a)(ii) hereof.

                  (b) Notwithstanding Section 5.1(a), if, within 10 Business
Days after any Warrant Holder Exercise, the Company shall furnish to Holder an
affidavit signed by an executive officer of the Company (including, among
others, the president, the chief executive officer, a vice president in charge
of a principal business unit and any other officer of the Company who performs
a policymaking function) stating that, in the good faith business judgment of
the board of directors of the Company, it would be seriously detrimental to the
Company and its shareholders for a Registration Statement to be filed and it
is, therefore, essential to defer the filing of such Registration Statement,
the Company shall have the right to defer taking action with respect to such
filing for a period of not more than 90 days from the date of such Warrant
Holder Exercise (the "Qualified Company Extension Right"); provided, however,
the Company may not use the Qualified Company Extension Right more than once in
any 12 month period (which 12 month period shall commence on the date of the
applicable Warrant Holder Exercise and terminate at midnight on the day
preceding the first anniversary of such Warrant Holder Exercise).

                  (c) All costs and expenses of each Warrant Holder Exercise
Registration, including, among other costs and expenses, underwriting discounts
and commissions, all registration, filing and qualification fees, printers and
accounting fees, fees and disbursements of counsel for Company, the reasonable
fees and disbursements of one law firm for Holder and all other usual and
customary costs and expenses generally associated with registration of
securities shall be borne by the Company, except underwriting discounts and
commissions attributable solely to Holder in connection with the Registrable
Securities of Warrant Holder.

                  5.2 Company Initiated Registration; Payment of Costs and
Expenses of Registration.

                           (a) If the Company proposes to register (including
for this purpose a registration effected by the Company for shareholders other
than Holder) any of its Common Stock, Additional Shares of Common Stock or
other securities under the Securities Act in connection with the public
offering of such securities solely for cash (other than a registration relating
either to the sale of securities to participants in a Company stock option,
stock purchase or similar plan or to an SEC Rule 145 transaction, or a
registration on any form which does not include substantially the same
information as would be required to be included in a Registration Statement
covering the sale of the Registrable Securities of Warrant Holder), the Company
shall, at such time, give Holder not less than 20 days prior written notice of
such registration (the "Company Registration Notice"). Unless Holder sends the
Company a written notice to the effect it does not want all of the Registrable
Securities of Warrant Holder to be registered in such registration, which
written request shall be made within 15 days after Holder's receipt of the


                                       6
<PAGE>

Company Registration Notice, the Company shall, subject to the provisions of
Section 5.5, include in such contemplated registration all of the Registrable
Securities of Warrant Holder (any registration that is contemplated to be made
pursuant to this Section 5.2(a) is hereinafter referred to as a "Company
Initiated Registration"). Holder may, at its option, send to the Company within
15 days after Holder's receipt of the Company Registration Notice a notice to
the effect that Holder wants some portion or none of the Registrable Securities
of Warrant Holder included in such Company Initiated Registration (such a
notice being a "Holder Response Notice"); provided, however, in the absence of
Holder giving to the Company a Holder Response Notice, the Company shall
include all of the Registrable Securities of Warrant Holder in such Company
Initiated Registration.

                  (b) Any Company Initiated Registration that is approved by
the board of directors of the Company may be withdrawn with the approval of
such withdrawal by the board of directors of the Company. The Company shall
give Holder written notice promptly after the approval of or withdrawal of
approval of a Company Initiated Registration by the board of directors of the
Company.

                  (c) All costs and expenses of each Company Initiated
Registration and Warrant Holder Exercise Registration, including, among other
costs and expenses, underwriting discounts and commissions, all registration,
filing and qualification fees, printers and accounting fees, fees and
disbursements of counsel for Company, the reasonable fees and disbursements of
one law firm for Holder and all other usual and customary costs and expenses
generally associated with registration of securities shall be borne by the
Company, except underwriting discounts and commissions attributable solely to
Holder in connection with the Registrable Securities of Warrant Holder.

                  5.3 Obligations of the Company. To effect the registration of
the Registrable Securities of Warrant Holder contemplated hereby, the Company
shall, as expeditiously as reasonably possible after the initiation of each
Company Initiated Registration or at such one or more times it is required to
effectuate a Warrant Holder Exercise Registration:

                           (a) (i) If a Company Initiated Registration, prepare
         and file with the SEC a Registration Statement and use its best
         efforts to cause such Registration Statement to become effective, and
         keep such Registration Statement effective for up to 120 days or until
         the distribution contemplated in the Registration Statement has been
         completed; provided, however, that (A) such 120-day period shall be
         extended for a period of time equal to the period Holder refrains from
         selling any securities included in such registration at the request of
         an underwriter of Common Stock, Additional Shares of Common Stock or
         other securities of the Company; and (B) in the case of any
         registration of Registrable Securities of Warrant Holder on Form S-3
         which are intended to be offered on a continuous or delayed basis,
         such 120-day period shall be extended, if necessary, to keep the
         Registration Statement effective until all such Registrable Securities
         of Warrant Holder are sold, but in no event greater than 180 days,
         provided that Rule 405, or any successor rule under the Securities
         Act, permits an offering on a 


                                       7
<PAGE>

         continuous or delayed basis, and provided, further, that applicable
         rules under the Securities Act governing the obligation to file a
         post-effective amendment permit, in lieu of filing a post-effective
         amendment which (1) includes any prospectus required by Section
         10(a)(3) of the Securities Act or (2) reflects facts or events
         representing a material or fundamental change in the information set
         forth in the Registration Statement, the incorporation by reference of
         information required to be included in (1) and (2) above to in
         periodic reports filed pursuant to Section 13 or 15(d) of the Exchange
         Act in the Registration Statement.

                           (ii) If a Warrant Holder Exercise Registration,
         prepare and file with the SEC a Registration Statement on Form S-3
         within 120 days of each Warrant Holder Exercise Registration, use its
         reasonable good faith efforts to cause such Registration Statement on
         Form S-3 to become effective within 180 days of each Warrant Holder
         Exercise Registration (the "Warrant Holder Exercise Initial Effective
         Date"), and keep such Registration Statement effective for the lesser
         of (A) 180 days and (B) until the distribution contemplated by the
         Registration Statement on Form S-3 is completed but in no event beyond
         the date upon which the shares included therein cease to be
         Registrable Securities of Warrant Holder as provided in Section 15.11
         of this Warrant, provided, however, that (1) the period referred to
         above shall be extended for a period of time equal to the period
         Holder refrains from selling any securities included in such
         registration at the request of an underwriter of Common Stock,
         Additional Shares of Common Stock or other securities of the Company;
         and (2) in the case of any registration of Registrable Securities of
         Warrant Holder on Form S-3 which are intended to be offered on a
         continuous or delayed basis, the period referred to above shall be
         extended, if necessary, to keep the Registration Statement effective
         until all such Registrable Securities of Warrant Holder are sold, but
         in no event greater than 180 days, provided that Rule 405, or any
         successor rule under the Securities Act, permits an offering on a
         continuous or delayed basis, provided, further, that applicable rules
         under the Securities Act governing the obligation to file a
         post-effective amendment permit, in lieu of filing a post-effective
         amendment which (i) includes any prospectus required by Section
         10(a)(3) of the Securities Act or (ii) reflects facts or events
         representing a material or fundamental change in the information set
         forth in the Registration Statement, the incorporation by reference of
         information required to be included in (i) and (ii) above to in
         periodic reports filed pursuant to Section 13 or 15(d) of the Exchange
         Act in the Registration Statement; and provided, further, that,
         notwithstanding the foregoing, if the Company shall furnish to Holder
         an affidavit signed by an executive officer of the Company (including,
         among others, the president, the chief executive officer, a vice
         president in charge of a principal business unit and any other officer
         of the Company who performs a policymaking function) stating that, in
         the good faith business judgment of the board of directors of the
         Company, it would be seriously detrimental to the Company and its
         shareholders for the Warrant Holder Registration to be filed and the
         Registration Statement relating thereto to be declared effective on
         the Warrant Holder Initial Effective Date or for shares to be 


                                       8
<PAGE>

         sold under the Warrant Holder Registration and it is, therefore,
         essential to defer the filing and intended declaration of
         effectiveness thereof or the sale of shares thereunder, the Company
         shall have the right to defer taking action with respect to such
         filing or the Warrant Holder Registration for a period of not more
         than 90 days from the date of such Warrant Holder Initial Effective
         Date (the "Qualified Warrant Exercise Extension Right"); provided,
         however, the Company may not use the Qualified Warrant Exercise
         Extension Right more than once in any 12 month period (which 12 month
         period shall commence on the date of the applicable Warrant Holder
         Initial Effective Date and terminate at midnight on the day preceding
         the first anniversary of such Warrant Holder Initial Effective Date).


                           (b) Prepare and file with the SEC such amendments
and supplements to each such Registration Statement and the prospectus used in
connection with each such Registration Statement as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by each such Registration Statement.

                           (c) Concurrently with production thereof, furnish to
Holder copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such additional
copies and other documents, instruments, records and papers as Holder may
reasonably request in order to facilitate the disposition of all Registrable
Securities of Warrant Holder.

                           (d) Use its good faith and commercially reasonable
efforts to register and qualify the securities covered by such Registration
Statement under such other securities or Blue Sky laws of such jurisdictions as
shall be reasonably requested by Holder, provided, however, that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business, subject itself to taxation, or, except as required
under the Securities Act, file a general consent to service of process in any
such jurisdictions.

                           (e) In the event of any underwritten public
offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the one or more underwriters of
such offering. If Holder participates in such underwriting Holder shall also
enter into and perform its obligations under such an agreement.

                           (f) Notify Holder in writing at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act of the happening of any act, omission, event or circumstance as a result of
which the prospectus included in each such Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.

                           (g) Furnish to Holder, on each date any Registrable
Securities of Warrant Holder are delivered to the underwriters for sale in
connection with a registration pursuant to this Section 5, if such securities
are being sold through one or more underwriters, or, 


                                       9
<PAGE>

if such securities are not being sold through one or more underwriters, on the
date that the Registration Statement with respect to such securities becomes
effective, (i) an opinion, dated such date, of the counsel representing the
Company for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to Holder, and (ii) a letter, dated such date,
from the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to Holder.

                           (h) Cause all Registrable Securities of Warrant
Holder registered pursuant to Section 5.1 or Section 5.2 to be listed on each
securities exchange or automated quotation system on which similar securities
issued by the Company are then listed.

                           (i) Subject to the provisions of this Warrant,
including, without limitation, Subsections 5.3(a), (d) and (e) such further
acts or steps which are (i) reasonably requested by Holder so as to effectuate
the registration of the Registrable Securities of Warrant Holder or (ii)
required to carry out the intention and facilitate the consummation of the
transactions contemplated by this Section 5.

                  5.4 Furnish Information. Holder shall furnish to the Company
such information regarding itself, the Registrable Securities of Warrant Holder
held by it, and the method of disposition of such securities as shall be
required to effect the registration of the Registrable Securities of Warrant
Holder.

                  5.5 Underwriting Requirements. In connection with any
offering involving an underwriting of shares of the Company's capital stock,
the Company shall not be required under Section 5.2 to include any of the
Registrable Securities of Warrant Holder in such underwriting unless Holder
accepts the terms of the underwriting as agreed upon between or among the
Company and the one or more underwriters selected by it (or by other persons
entitled to select the one or more underwriters), and then only in such
quantity as will not, in the opinion of such one or more underwriters, be
reasonably likely to jeopardize the success of the offering by the Company. If
the total amount of securities, including the Registrable Securities of Warrant
Holder, requested by shareholders to be included in such offering exceeds the
amount of securities to be sold other than by the Company that the underwriters
reasonably believe to be compatible with the success of the offering, then the
Company shall be required to include in the offering only that number of
securities, including Registrable Securities of Warrant Holder, which the
underwriters determine are not reasonably likely to jeopardize the success of
the offering (the securities so included to be apportioned pro rata among the
selling shareholders other than the Company according to the total amount of
securities entitled to be included therein owned by each selling shareholder
other than the Company or in such proportions as shall mutually be agreed to by
or among such selling shareholders other than the Company).

                  5.6 Delay of Registration. Holder shall not have any right to
obtain or seek an injunction restraining or otherwise delaying any registration
contemplated by this Article 5 as the 


                                      10
<PAGE>

result of any controversy that might arise with respect to the interpretation 
or implementation of this Article 5.

                  5.7 Indemnification. In the event any Registrable Securities
of Warrant Holder are included in a Registration Statement:

                           (a) To the extent permitted by law, the Company will
indemnify, pay, protect, advance monies and hold harmless Holder, any
"underwriter" (as defined in the Securities Act) for such Holder and each
person, if any, who "controls" (is "controlled" by or under "common control"
with) Holder or such underwriter within the meaning of the Securities Act or
the Exchange Act from against any losses, claims, damages or liabilities (joint
or several) to which they may become subject under the Securities Act, the
Exchange Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations: (i) any
untrue statement or alleged untrue statement of a material fact contained in
such Registration Statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein, not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act,
the Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law (each such item referred to in clauses (i), (ii) and (iii) being referred
to as a "Violation"); and the Company will pay as incurred to Holder,
underwriter or controlling person, any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that the indemnity
agreement contained in this Subsection 5.7(a) shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld, conditioned or delayed), nor shall the Company be
liable in any such case for any such loss, claim, damage, liability, or action
to the extent that it arises out of or is based upon a Violation which occurs
in reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by Holder or any such underwriter
or controlling person and provided, further, that the Company will not be
liable to any underwriter, or Holder, or any directors, officers, employees or
agents of such underwriter or Holder or any person controlling such underwriter
or Holder or who "controls" (is "controlled" by or under "common control" with)
such underwriter or Holder with respect to any loss, claim, liability, expense,
charge or damage arising our based on an untrue statement or alleged untrue
statement or omission or alleged omission to state a material fact in any
preliminary prospectus which is corrected in any prospectus (or the prospectus,
as supplemented or amended) if the person asserting such loss, claim,
liability, charge or damage purchased Common Stock from such underwriter or
Holder but was not sent or given a copy of the prospectus (or the prospectus,
as supplemented or amended) at or prior to the written confirmation of the sale
of such Common Stock to such Person.

                           (b) To the extent permitted by law, Holder will
indemnify and hold harmless the Company, each of its directors, each of its
officers who has signed the Registration Statement, each person, if any, who
controls (or is controlled by or under common control with)


                                      11
<PAGE>

the Company within the meaning of the Securities Act, any underwriter, and any
controlling person of any such underwriter against any losses, claims, damages,
or liabilities (joint or several) to which any of the foregoing persons may
become subject, under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereto) arise out of or are based upon any Violation, in each case
to the extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by Holder expressly
for use in connection with such registration; and Holder will pay, as incurred,
any legal or other expenses reasonably incurred by any person intended to be
indemnified pursuant to this Subsection 5.7(b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Subsection
5.7(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of Holder (which consent shall not be unreasonably conditioned, withheld or
delayed); and provided, further, that in no event shall any indemnity under
this Subsection 5.7(b) exceed the net proceeds from the offering of Registrable
Securities of Warrant Holder that are actually received by such Holder.

                           (c) Promptly after receipt by an indemnified party
under this Section 5.7 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 5.7,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party shall
have the right to retain one law firm of its choice, with the fees and expenses
to be paid by the indemnifying party, if representation of such indemnified
party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential differing interests between such indemnified party
and any other party represented by such counsel in such proceeding. The failure
to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action, if prejudicial to its ability to defend
such action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 5.7, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section
5.7.

                           (d) The obligations of the Company to Holder under
this Subsection 5.7 shall survive the completion of any offering of Registrable
Securities of Warrant Holder in a Registration Statement under this Section 5,
and otherwise.

                  5.9 Reports Under Exchange Act. With a view to making
available to Holder the benefits of Rule 144 promulgated under the Securities
Act and any other rule or regulation of the SEC that may at any time permit
Holder to sell securities of the Company to the public without registration or
pursuant to a registration on Form S-3, the Company agrees to:



                                      12
<PAGE>

                           (a) make and keep public information available, as
         those terms are understood and defined in SEC Rule 144, at all times
         after the date hereof;

                           (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; and

                           (c) furnish to Holder, so long as Holder owns any
         right, title and interest in, to or under this Warrant, forthwith upon
         request (i) a written statement by the Company that it has then
         complied with the reporting requirements of SEC Rule 144, the
         Securities Act and the Exchange Act (at any time after it has become
         subject to such reporting requirements), or that it qualifies as a
         registrant whose securities may be resold pursuant to Form S-3 (at any
         time after it so qualifies), (ii) a copy of the most recent annual or
         quarterly report of the Company and such other reports and documents
         so filed by the Company, and (iii) such other information as may be
         reasonably requested in availing Holder of any rule or regulation of
         the SEC which permits the selling of any such securities without
         registration or pursuant to such form.

                  5.10 Assignment of Registration Rights. The rights to cause
the Company to register Registrable Securities of Warrant Holder pursuant to
this Section 5 may be assigned, conveyed, designated, nominated, transferred
and otherwise set over by Holder to any one or more transferees, nominees,
designees or assignees who are selected by Holder, in its sole discretion.
Holder will give the Company written notice if it makes any assignment,
conveyance, designation, nomination or transfer contemplated by this Subsection
5.10.

                  5.11 "Market Stand-Off" Agreement. So long as the Registrable
Securities of Warrant Holder that are held by Holder are included within a
Registration Statement that is being filed with the SEC, Holder agrees that it
shall not, during such period or duration as may be specified by the Company
and any underwriter of Company (to the extent requested by the Company and such
underwriter), sell or otherwise transfer or dispose of (other than to donees
who agree to be similarly bound) any Common Stock that is acquired by Holder
pursuant to an exercise of this Warrant; provided, however, that:

                           (a) such agreement shall be applicable only to a
         Registration Statement of the Company which covers Common Stock (or
         other securities) to be sold on behalf of the Company to the public in
         an underwritten offering;

                           (b) all officers and directors of the Company and
         all other persons owning securities included in such Registration
         Statement enter into similar and not less restrictive agreements; and

                           (c) such market stand-off time shall not exceed 180
         days.



                                      13
<PAGE>

                  Notwithstanding the foregoing, the obligations described in
this Section 5.11 shall not apply to a registration relating solely to employee
benefit plans on Form S-8 or Form S-1 or a similar form which may be
promulgated by the SEC in the future, or a registration relating solely to an
SEC Rule 145 transaction on Form S-15 or S-14 or a similar form which may be
promulgated by the SEC in the future.

        Section 6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

                  The Company hereby represents and warrants to Holder of this
Warrant that as of the date of this Warrant:

                  6.1 Organization and Capitalization of the Company. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware. The authorized capital stock of the
Company consists of 30,000,000 shares of Common Stock $0.01 par value. As of
October 31, 1997, there were 13,795,029 shares of Common Stock issued and
outstanding, and no shares of the Company's capital stock are held in its
treasury. The Company has authorized the issuance of 1,000,000 shares of
Preferred Stock, $0.01 par value. As of the date hereof, no shares of Preferred
Stock are issued and outstanding. There are no preemptive rights in effect with
respect to the issuance of any shares of the Common Stock. All the outstanding
shares of the Company's capital stock have been validly issued without
violation of any preemptive or similar rights and are fully paid and
non-assessable. To the best knowledge of the Company, the issued and
outstanding shares of Common Stock has not, in any material respect, changed
between October 31, 1997, and the date hereof.

                  6.2 Authority. The Company has full corporate power and
authority to execute and deliver this Warrant and to perform all of its
obligations hereunder, and the execution, delivery and performance hereof have
been duly authorized by all necessary corporate action on its part. This
Warrant has been duly executed on behalf of the Company and constitutes the
legal, valid and binding obligation of the Company enforceable in accordance
with its terms.

                  6.3 No Legal Bar. Neither the execution, delivery or
performance of this Warrant will (a) conflict with or result in a violation of
the certificate of incorporation or by-laws of the Company, (b) conflict with
or result in a violation of any law, statute, regulation, order or decree
applicable to the Company or any affiliate of the Company, (c) require any
consent or authorization or filing with, or other act by or in respect of, any
governmental authority, or (d) result in a breach of, constitute a default
under or constitute an event creating rights of acceleration, termination or
cancellation under any mortgage, lease, contract, franchise, instrument or
other agreement to which the Company is a party or by which it is bound, other
than applicable restrictions contained in any of such documents relating to
indebtedness of the Company.

                  Section 7. VARIOUS COVENANTS OF THE COMPANY.



                                      14
<PAGE>

                  7.1 No Impairment or Amendment. The Company shall not by any
action including, without limitation, amending its certificate of
incorporation, any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this
Warrant, 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 to protect the rights of the holder hereof against impairment.
Without limiting the generality of the foregoing, the Company will (a) not
increase the par value of any shares of Common Stock issuable upon the exercise
of this Warrant above the amount payable therefor upon such exercise; (b) take
all such action as may be necessary or appropriate in order that the Company
may validly issue fully paid and non-assessable shares of Common Stock upon the
exercise of this Warrant; (c) obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant
if and at such times such authorizations, exemptions or consents from such
public regulatory bodies are required to be obtained, provided, however, the
foregoing shall not be construed to enlarge or expand upon the registration
rights granted to Holder pursuant to Section 5 of this Warrant; (d) not
undertake any reverse stock split, combination, reorganization or other
reclassification of the capital stock which would have the effect of making
this Warrant exercisable for a number of shares of Common Stock that would be
less than four and ninety-nine hundredths of a percent (4.99%) of the
outstanding shares of Common Stock as of the date of this Warrant; and (e) upon
the request of Holder, at any time during the period this Warrant is
outstanding, acknowledge in writing, in form satisfactory to Holder, the
continued validity of this Warrant and the Company's obligations hereunder.

                  7.2 Listing on Securities Exchange. If the Company shall list
any shares of Common Stock on any securities exchange it will, at its expense,
list thereon, maintain and increase when necessary such listing of, all Warrant
Stock so long as any shares of Common Stock shall be so listed. The Company
will also so list on each securities exchange, and will maintain such listing
of, any other securities which the holder of this Warrant shall be entitled to
receive upon the exercise thereof if at the time any securities of the same
class shall be listed on such securities exchange by the Company.

                  7.3 Availability of Information. The Company will cooperate
with Holder of Warrant Stock in supplying such information as may be necessary
for Holder to complete and file any information reporting forms presently or
hereafter required by the Securities and Exchange Commission as a condition to
the availability of an exemption from the Securities Act for the sale of this
Warrant or such Warrant Stock.


                     Section 8. ADJUSTMENT OF WARRANT PRICE

                  8.1. Issuance of Additional Shares of Common Stock. If the
Company at any time or from time to time after the date hereof shall issue or
sell Additional Shares of Common Stock (including the Additional Shares of
Common Stock that would be deemed to be issued pursuant to Section 8.2 or 8.3
of this Warrant) without consideration or for consideration per 


                                      15
<PAGE>

share less than the Market Price in effect immediately prior to the date of
such issue or sale, then, and in each such case, subject to Section 8.6 of this
Warrant, the Warrant Price shall be reduced, concurrently with such issue or
sale, to a price determined by multiplying such Warrant Price by a fraction,
(a) the numerator of which shall be (i) the number of shares of Common Stock
outstanding immediately prior to such issue or sale plus (ii) the number of
shares of Common Stock which the aggregate consideration received by the
Company for the total number of Additional Shares of Common Stock so issue or
sold would purchase at such Market Price, and (b) the denominator of which
shall be the number of shares of Common Stock outstanding immediately after
such issue or sale.

                  8.2. Adjustment for Stock Dividends. If the Company shall pay
any dividend or make any other distribution on the class of capital stock of
the Company in shares of Common Stock, the Warrant Price in effect at the close
of business on the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be reduced by multiplying
such Warrant Price by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator of which shall be the sum of such
number of shares and the total number of shares of Common Stock constituting
such dividend or other distribution, such reduction to become effective
immediately prior to the opening of business on the day following the date
fixed for such determination. For purposes of this Section 8.2, the number of
shares of Common Stock at any time outstanding shall not include shares held in
the treasury of the Company.

                  8.3. Adjustments for Issuance of Rights or Warrants. If the
Company shall issue rights or warrants generally to holders of its Common Stock
or any other class of capital stock convertible into Common Stock, entitling
them to subscribe for or purchase shares of Common Stock at a price per share
less than the Market Price per share of the Common Stock on the date fixed for
the determination of stockholders entitled to receive such rights or warrants,
the Warrant Price in effect at the close of business on the date fixed for such
determination shall be reduced by multiplying such Warrant Price by a fraction,
the numerator of which shall be (a) the number of shares of Common Stock
outstanding at the close of business on the date fixed for such determination,
plus (b) the number of shares of Common Stock that the aggregate of the
offering price of the total number of shares of Common Stock so offered for
subscription or purchase would purchase at the Market Price, and the
denominator of which shall be the number of shares of Common Stock so offered
for subscription or purchase, such reduction to become effective immediately
prior to the opening of business on the date following the date fixed for such
determination. For the purpose of this Section 8.3, the issuance of rights or
warrants to subscribe for or purchase securities convertible into Common Stock
shall be deemed to be the issuance of rights or warrants to purchase the number
of shares of Common Stock into which such securities are convertible at an
aggregate offering price equal to the aggregate of the offering price of such
securities plus the minimum aggregate amount (if any) payable upon conversion
of such securities into Common Stock. For purposes of this Section 8.2, the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Company.



                                      16
<PAGE>

                  8.4. Adjustment for Stock Subdivisions and Combinations. If
the outstanding shares of Common Stock are subdivided into a greater number of
shares of Common Stock, the Warrant Price in effect at the close of business on
the day upon which such subdivision becomes effective shall be proportionately
reduced and, conversely, if the outstanding shares of Common Stock are combined
into a smaller number of shares of Common Stock, the Warrant Price in effect at
the opening of business on the day upon which such combination becomes
effective shall be proportionately increased, such reduction or increase, as
the case may be, to become effective immediately prior to the opening of
business on the day following the day upon which such subdivision or
combination becomes effective.

                  8.5 Computation of Adjusted Warrant Price. Whenever the
Warrant Price is adjusted as provided in this Section 8, (a) the Company shall
compute the adjusted Warrant Price to the nearest one-hundredth of one cent in
accordance with this Section 8 and shall prepare a certificate, signed by the
Chief Financial Officer or Treasurer of the Company, setting forth the adjusted
Warrant Price and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed at the
office of the Company that is maintained in accordance with Section 3.3 of this
Warrant, and (b) a written notice stating that the Warrant Price had been
adjusted and setting forth the adjusted Warrant Price shall, as soon as
practicable, be given to Holder; provided, however, the failure of the Company
to file the notice contemplated by Section 8.5(a) or give the notice
contemplated by Section 8.5(b) shall not deprive Holder of any benefit accruing
to it on account of the transactions contemplated thereby.

                  8.6. Minimum Adjustment; Limitation. No adjustment in the
Warrant Price shall be required under this Section 8 unless such adjustment
would require an increase or decrease of at least one percent (1%) in such
price; provided, however, any adjustments that by reason of this Section 8.6
are not required to be made shall be carried forward and taken into account and
given effect in connection with any subsequent adjustment. All calculations
made under this Section 8 shall be made to the nearest one-hundredth of one
cent or to the nearest one-hundredth of a share of Common Stock, as the case
may be. Notwithstanding the foregoing provisions of this Section 8, in no event
shall the Warrant Price be reduced below the minimum amount for which the
Common Stock may lawfully be issued pursuant to applicable law; provided,
however, upon the occurrence of any event that would, but for the foregoing,
give rise to an adjustment of the Warrant Price pursuant to this Section 8,
solely for the purposes of determining the number of Warrants pursuant to
Section 1 above, the Warrant Price shall be taken into consideration and given
effect as if adjusted to the full extent provided for in this Section 8,
without regard to the limitation set forth herein.


                           Section 9. REPLACEMENT OF WARRANTS.

                  Upon (a) surrender of this Warrant in mutilated form or
receipt of evidence satisfactory to the Company of the loss, theft or
destruction of this Warrant and (b) in the case of any loss, theft or
destruction of this Warrant, receipt of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company, then, in the absence
of actual notice 


                                      17
<PAGE>

to the Company that this Warrant has been acquired by a bona fide purchaser,
the Company, at its expense, shall execute and deliver, in lieu of this
Warrant, a new Warrant identical in form to this Warrant.

                             Section 10. REMEDIES.

                  The Company stipulates that the remedies at law of Holder in
the event of any breach or threatened breach by the Company 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 injunctive relief or a declaratory judgment against a
breach of any of the terms hereof or otherwise.

                             Section 11. TRANSFER.

                  This Warrant and the shares of Common Stock issuable
hereunder shall not be sold, transferred, pledged, or hypothecated (other than
to an affiliate of the Bank, as defined in Rule 405 under the Securities Act)
unless the proposed disposition is (a) the subject of a currently effective
Registration Statement under the Securities Act or (b) the Company has received
an opinion of counsel, in form and substance reasonably satisfactory to the
Company, to the effect that such registration is not required in connection
with such disposition. In the case of such a sale, transfer, pledge or
hypothecation (except by the aforesaid affiliate of the Bank), or in the event
of the exercise hereof if the Warrant Stock so acquired is not registered under
the Securities Act, the Company may require a written statement that this
Warrant or Warrant Stock, as the case may be, are being acquired for investment
and not with a view to the distribution thereof, and any certificate
representing Warrant Stock issued pursuant to such exercise shall bear a legend
in substantially the form set forth on the face hereof. Subject to the first
two sentence of this Section, this Warrant and all rights hereunder are
transferable, in whole or in part, but to no more than three transferees in the
aggregate (including the transferor if it retains a part of this Warrant), at
the office or agency of the Company by the registered holder thereof in person
or by a duly authorized attorney, upon surrender of this Warrant together with
an assignment hereof properly endorsed. Until transfer hereof on the
registration books of the Company, the Company may treat the existing
registered holder hereof as the owner hereof for all purposes. Any transferee
of this Warrant and any rights hereunder, by acceptance thereof, agrees to
assume all of the obligations of Holder and to be bound by all of the terms and
provisions of this Warrant. Any such transferee may transfer all of this
Warrant to any other transferee, subject to the terms and conditions of this
Warrant.



                              Section 12. NOTICES.

                  Where this Warrant provides for notice of any event, such
notice shall be given (unless otherwise herein expressly provided) in writing
and either (i) delivered personally or (ii) sent by certified or registered
mail, postage prepaid, return receipt requested, and shall be deemed given when
so delivered personally or so mailed. Notices shall be addressed, if to Holder,


                                      18
<PAGE>

to the address of Holder to PNC Recovery Corp., 249 Fifth Avenue, Pittsburgh,
Pennsylvania 5222-2707, Attention: Mr. Thomas J. McCool, Senior Vice President
(with a copy concurrently to Pitney, Hardin, Kipp & Szuch, 200 Campus Drive,
Florham Park, New Jersey 07932-0950, Attention: Peter A. Forgosh, Esq.) or, if
to the Company, to 1735 Jersey Avenue, North Brunswick, New Jersey 08902,
Attention: Treasurer (with a copy concurrently to Fulbright & Jaworski, L.L.P.,
666 Fifth Avenue, New York, New York 10103-3198, Attention: Sheldon G.
Nussbaum, Esq.), or to such other address as a party shall have given notice of
as aforesaid.

                             Section 13. SURVIVAL.

                  The provisions of Section 5 shall survive the termination or
expiration of this Warrant if the Warrant has become exercisable prior to its
termination and shall continue to be effective with respect to any Warrant
Stock issued. The provisions of Section 2 shall survive the termination of this
Warrant upon exercise in full, but shall terminate in any event on the
Expiration Date.

                           Section 14. MISCELLANEOUS.

                  14.1 This Warrant shall be binding upon the Company and
Holder and their respective legal representatives, successors and assigns.

                  14.2 If any provision of this Warrant shall be invalid,
illegal, or unenforceable, in whole or in part, the provision shall be enforced
to the extent, if any, that it may legally be enforced and the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

                  14.3 This Warrant and any term hereof may be changed, waived,
discharged or terminated only by a statement in writing signed by Holder and
the Company.

                  14.4 The headings and section names in this Warrant are for
purposes of reference only, and shall not limit or otherwise affect any of the
terms hereof. This Warrant shall take effect as an instrument under seal.

                  14.5 Except as otherwise contemplated in the immediately
succeeding sentence with respect to direct and actual damages, in the event
that a claim or adjudication is made that Holder has acted unreasonably or
unreasonably delayed acting in any case where by law or under this Warrant, it
has an obligation to act reasonably or without unreasonable delay, Holder shall
not be liable for any monetary damages, and the Company's remedies shall be
limited to injunctive relief or declaratory judgment. To the fullest extent
permitted or not prohibited by law, neither Holder nor any party related to
Holder (including any of its present or future officers, directors,
shareholders or other Person or Holder's affiliates and subsidiaries) shall
assert, and the Company hereby waives, any claim it may have against Holder and
such aforesaid Persons on any theory of liability for special, indirect,
consequential and punitive damages (as opposed to direct and actual damages) in
connection with, or as a result of, this Warrant and the transactions
contemplated hereby.



                                      19
<PAGE>

                  14.6 The failure of Holder to insist upon strict performance
of any term hereof shall not be deemed to be a waiver of any term of this
Warrant. The Company shall not be relieved of any of its obligations hereunder
by reason of (a) the failure of Holder to comply with any request of the
Company that is not expressly set forth in this Warrant, (b) the release,
regardless of consideration, of the whole or any part of any one or more of the
PNC Loan Documents or of any Person liable for the PNC Debt or any portion
thereof, or (c) any agreement or stipulation by Holder extending the time of
payment or otherwise modifying or supplementing this Warrant or any one or more
of the other Loan Documents. The Bank may resort for the payment of the PNC
Debt to any security held by the Bank in such order and manner as the Bank, in
its sole discretion, may elect, regardless of whether or not it or any
subsequent Holder exercises any rights under this Warrant. The Bank may take
action to recover the PNC Debt, or any portion thereof, or to enforce any
covenant thereof without prejudice to the rights of the Bank or any subsequent
Holder under this Warrant. The rights and remedies of the Bank under the PNC
Loan Documents shall be separate, distinct and cumulative and none shall be
given effect to the exclusion of the others. No act of the Bank shall be
construed as an election to proceed under any one provision herein to the
exclusion of any other provision. The Bank shall not be limited exclusively to
the rights and remedies stated in the PNC Loan Documents but shall be entitled
to every right and remedy now or hereafter afforded at law or in equity.

                  14.7 Unless the context clearly indicates a contrary intent
or unless otherwise specifically provided herein, words used in this Warrant
may be used interchangeably in singular or plural form. Whenever the context
may require, the singular includes the plural, the plural includes the singular
and the use of any gender includes all genders.

                  14.8 WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING RELATING
TO THIS WARRANT, THE COMPANY IRREVOCABLY (A) SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF NEW JERSEY; AND (B) WAIVES ANY OBJECTION WHICH THE
COMPANY MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR
PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT ANY SUCH PROCEEDING
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO
OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT HAVE
JURISDICTION OVER THE COMPANY. NOTHING IN THIS WARRANT SHALL PRECLUDE HOLDER
FROM BRINGING AN ACTION, SUIT OR PROCEEDING IN ANY OTHER JURISDICTION NOR WILL
THE BRINGING OF ANY ACTION, SUIT OR PROCEEDING IN ANY ONE OR MORE OTHER
JURISDICTIONS PRECLUDE THE BRINGING OF AN ACTION, SUIT OR PROCEEDING IN ANY
OTHER JURISDICTION. THE COMPANY FURTHER AGREES AND CONSENTS THAT, IN ADDITION
TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL
SERVICE OF PROCESS IN ANY ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT MAY BE
MADE BY CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID, RETURN RECEIPT
REQUESTED, DIRECTED TO THE COMPANY AT THE ADDRESS SET 


                                      20
<PAGE>

FORTH IN SUBSECTION 1.1(A), AND SERVICE SO MADE SHALL BE COMPLETE FIVE (5) DAYS
AFTER BEING SO MAILED.

                  14.9 THIS WARRANT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW JERSEY (WITHOUT GIVING
EFFECT TO THE SUCH JURISDICTION'S PRINCIPLES OF CONFLICTS OF LAWS). TO EXPEDITE
THE RESOLUTION OF ANY DISPUTES WHICH MAY ARISE UNDER THIS WARRANT AND IN LIGHT
OF THE COMPLEXITY OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE COMPANY HEREBY
EXPRESSLY AND UNCONDITIONALLY WAIVES THE RIGHT TO INJUNCTIVE RELIEF, SET-OFF,
HAVING ANY ACTION, SUIT OR PROCEEDING BROUGHT BY HOLDER CONSOLIDATED WITH ANY
OTHER SEPARATE ACTION, SUIT OR PROCEEDING (BUT THE FOREGOING SHALL NOT BE
CONSTRUED AS INTENDING TO PROHIBIT THE COMPANY FROM BRINGING ANY SUCH ACTION,
SUIT OR PROCEEDING), OR COUNTERCLAIM (SAVE ANY MANDATORY OR COMPULSORY
COUNTERCLAIMS UNDER APPLICABLE LAW), AS WELL AS THE RIGHT TO TRIAL BY JURY IN
ANY ACTION, SUIT OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT TO WHICH IT
MAY BE A PARTY OR A MATERIAL WITNESS, AND THE COMPANY ACKNOWLEDGES THAT THIS
WAIVER OF TRIAL BY JURY HAS BEEN SPECIFICALLY NEGOTIATED FOR AS A PART OF THIS
WARRANT.

                  14.10 Anything in this Warrant or the other PNC Loan
Documents to the contrary notwithstanding, the Company expressly acknowledges
that the relationship between the Bank and the Company, is solely that of a
debtor and creditor and nothing shall be deemed or construed as creating any
partnership, joint venture, joint tenancy, tenancy in common, or similar
relationship between the Bank and the Company. The Company represents and
warrants to the Bank that it shall not make any assertion inconsistent with the
acknowledgment contained in the immediately preceding sentence in the event of
any action, suit, or proceeding, either at law or in equity, relating to this
Warrant or the other PNC Loan Documents, and that this sentence may be pleaded,
and shall be construed and deemed to be, a complete bar to and estoppel against
any assertion by the Company that is inconsistent with the immediately
preceding sentence.

                  14.11 The forms of Assignment, Subscription, Certificate of
Reduction, and form for the Cashless Exercise attached to this Warrant together
with this Warrant may, in addition to the procedures provided in Articles 1 and
12 of this Warrant, be delivered by facsimile to the Company at any facsimile
number of the Company that is known to Holder and delivery of the Assignment,
Subscription, Certificate of Reduction, this Warrant and form for the Cashless
Exercise by facsimile shall be tantamount to delivery as otherwise provided for
herein; provided, however, the foregoing shall not be deemed to modify the
notice provisions of Article 12 with respect to other notices that may be given
pursuant to this Warrant; and, provided, further, that prior to issuance of the
Warrant Shares or any subsequently issued Warrant the Company may 


                                      21
<PAGE>

require Holder to deliver to it the original signature copies of the
Assignment, Subscription, Certificate of Reduction, this Warrant and form for
the Cashless Exercise, as applicable.

                  14.12 This warrant is an amendment and restatement of the
Original Warrant and is not intended as a new or additional Warrant but only as
an amendment and replacement of the Original Warrant.

                  14.13 Time is of the essence as to all dates set forth in
this Warrant, including, among others, the First Calculation Date, the Second
Calculation Date and the Third Calculation Date.

                            Section 15. DEFINITIONS.

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

                  15.1 The term "Additional Shares of Common Stock" shall mean
all shares of Common Stock, including shares of treasury stock, issued or sold
by the Company after the date hereof, other than shares of Common Stock issued
pursuant to the exercise of Warrants, existing warrants to purchase Common
Stock, stock options granted to employees, directors, officers or consultants
of the Company or any of its subsidiaries, or warrants granted in the ordinary
course of business or warrants (or other convertible securities) or Common
Stock granted, issued or sold to persons, joint venturers, participating
entities or other companies or institutions with which the Company has a
business relationship, or Common Stock issued to the Company's former or
present shareholders in connection with the settlement of the sole class action
proceeding pending against the Company on the date of the execution and
delivery of this Warrant..

                  15.2 The term "Common Stock" shall mean the duly authorized,
validly issued, fully-paid and non-assessable common stock of the Company,
$0.01 par value per share, all of which issued and outstanding shares of Common
Stock are free of preemptive rights.

                  15.3 The term "Exchange Act" means the Securities Exchange
Act of 1933, or any successor Federal statute, and the rules and regulations of
the Securities and Exchange Commission (or of any other Federal agency then
administering the Securities Act) hereunder, all as the same shall be in effect
at the time.

                  15.4 The term "Form S-3" means such form under the Securities
Act as in effect on the date hereof or any registration form under the
Securities Act that is subsequently adopted by the SEC which permits inclusion
or incorporation of substantial information by reference to other documents
filed by the Company with the SEC.

                  15.5 The term "indefeasibly paid in full" shall mean, with
respect to the PNC Debt, that the Bank shall have received lawful funds of the
United States of America which at the time of payment is legal tender for the
payment of public and private debts and there is no law, rule, regulation or
other matter of like import then being imposed on the Bank that would require


                                      22
<PAGE>

the Bank to disgorge, repay or return to the Company or any other Person,
including any trustee or receiver of the Company, any payment that has
previously been received by the Bank.

                  15.6 The term "Market Price" shall mean the closing price for
the day in question. The closing price for such day shall be (a) the last
reported sales price or, in case no such reported sale takes place on such day,
the average of the reported closing bid and asked prices, in either case on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, on the National Association of
Securities Dealers Automated Quotation National Market or Small Cap Market
System, (b) if the Common Stock is not listed or admitted to trading on any
national securities exchange or quoted on such National Market or Small Cap
Market System, the average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm
reasonably selected from time to time by the Company for that purpose, or (c)
if the Common Stock is not listed or admitted to trading on any national
securities exchange or quoted on such National Market and the average price
cannot be determined as contemplated by clause (b), the fair market value as
reasonably determined in good faith by the Company's board of directors or in
any manner reasonably prescribed by the Company's board of directors. In the
event that the Market Price is determined by the method set forth in subsection
"(c)" of the immediately foregoing sentence and Holder objects to the result of
such determination, then, at the direction of Holder, the Company shall
forthwith upon receipt of such notice engage a consulting firm or investment
banking firm jointly selected by Holder and the Company to prepare an
independent appraisal of the fair market value of an outstanding share of
Common Stock, which appraised fair market value shall be the "Market Price"
hereunder, the costs of which shall be borne in equal proportion by the Company
and Holder unless it is determined by the order or judgment of a court of
competent jurisdiction not subject to further appeal that the Market Price was
determined in a manner that is inconsistent with the Company's requirements
under the foregoing clause "c," in which event the costs of which shall be
borne solely by the Company. For the purposes of this Section 15.5, the term
"Business Day" shall mean any day other than a Saturday, Sunday, public holiday
or its equivalent generally on which (a) commercial banks in the State of New
Jersey and (b) stock exchanges in the United States of America in which the
Common Stock is traded are open and authorized to do business (or not required
to be closed).

                  15.7 The term "Original Warrant" shall mean the Warrant
issued to PNC Bank, National Association dated February 25, 1998.

                  15.8 The term "PNC Debt" shall mean those certain obligations
of the Company (including any commitments to lend by PNC Bank) to pay to PNC
Bank, National Association the sum of up to Forty Million ($40,000,000.00)
Dollars as evidenced by the Amended and Restated Secured Revolving Promissory
Note in the amount of $10,000,000.00, the Amended and Restated Secured Capital
Expenditure Note in the amount of $20,000,000.00 and the Amended and Restated
Secured Bridge Note in the amount of $10,000,000.00, all dated February 25,
1998 as the same may be amended, substituted, renewed or extended from time to
time.



                                      23
<PAGE>

                  15.9 The term "PNC Loan Documents" shall mean all documents,
instruments, records and papers evidencing, securing, guaranteeing,
indemnifying, documenting or otherwise relating to the PNC Debt.

                  15.10 The term "Person" shall mean an individual,
partnership, corporation, association, trust, joint venture, unincorporated
organization or any government, governmental department or agency or political
subdivision thereof.

                  15.11 The terms "register," "registered," and "registration"
refer to a registration effected by preparing and filing a Registration
Statement in compliance with the Securities Act and the subsequent declaration
or ordering of the effectiveness of such Registration Statement.

                  15.12 The term "Registrable Securities of Warrant Holder"
means the Warrant Shares that may be or are acquired pursuant to any one or
more exercises of this Warrant including (a) the Common Stock issued or
issuable upon exercise of this Warrant, and (b) any other shares of Common
Stock issued in respect of such shares by way of a stock dividend, or stock
split, or in connection with a combination of shares, recapitalization, merger
or consolidation or reorganization, provided, however, that shares of Common
Stock shall only be treated as Registrable Stock if and so long as they (i) may
not be sold in a sale transaction in the public market pursuant to the
provisions of Rule 144, as amended, or any successor thereto, promulgated by
the Securities and Exchange Commission, (ii) have not been sold to or through a
broker or dealer or underwriter in a public distribution, or a public
securities transaction, or (iii) have not been sold in a transaction exempt
from the registration and prospectus delivery requirements of the Securities
Act under Section 4(1) thereof so that all transfer restrictions and
restrictive legends with respect to such Common Stock are removed upon the
consummation of such sale and the seller and purchaser of such Common Stock
receive an opinion of counsel for the Company, which shall be in form and
content reasonably satisfactory to the seller and buyer and their respective
counsel, to the effect that such Common Stock in the hands of the purchaser is
freely transferable without restriction or registration under the Securities
Act in any public or private transaction.

                  15.13 The term "Registration Statement" means a Registration
Statement filed by the Company with the Securities and Exchange Commission for
a public offering and sale of securities of the Company (other than a
Registration Statement on Form S-8, Form S-4, or successor forms, any
Registration Statement covering only securities proposed to be issued in
exchange for securities or assets of another corporation, any other form of
Registration Statement not available for registering the Registrable Stock or
any Registration Statement relating solely to employee Stock Option, stock
purchase, benefit or similar plans).

                  15.14 The term "Securities Act" means the Securities Act of
1933, or any successor Federal statute, and the rules and regulations of the
Securities and Exchange Commission (or of any other Federal agency then
administering the Securities Act) hereunder, all as the same shall be in effect
at the time.



                                      24
<PAGE>

                  15.15 The term "Warrant Stock" shall mean any equity security
issued upon exercise of this Warrant.

                  IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its duly authorized officer and its corporate seal to be impressed
hereon on August 14, 1998.

                                            USA DETERGENTS, INC.,
                                            A Delaware Corporation

                                            By: /s/ Uri Evan
                                                ---------------------------
                                            Name: Uri Evan
                                            Title: Chairman & CEO







                                                         (CORPORATE SEAL)


                                      25
<PAGE>



                                      FORM

                                       OF

                                  SUBSCRIPTION

        (To be signed only on exercise of Common Stock Purchase Warrant)


TO:      USA DETERGENTS, INC.

                  The undersigned, the holder of the within Common Stock
Purchase Warrant, hereby irrevocably elects to exercise this Common Stock
Purchase Warrant for, and to purchase thereunder, ___________________ shares of
Common Stock of USA Detergents, Inc. (the "Company") and herewith makes payment
of $___________ therefor, and requests that the certificates for such shares be
issued in the name of, and delivered to, _______________________, whose address
is _______________________________________________________________________.


                           ---------------------------------------------------
                           (Signature must conform in all respects
                           to name of Holder as specified on the face
                           of the Warrant)



                           ---------------------------------------------------
                           (Address)




---------------------------
* Insert here the number of shares (all or part of the number of shares called
for in the Common Stock Purchase Warrant) as to which the Common Stock Purchase
Warrant is being exercised without making any adjustment for any other stock or
other securities or property or cash that, pursuant to the adjustment
provisions of the Common Stock Purchase Warrant, may be deliverable on
exercise.



                                      26
<PAGE>


                                      FORM

                                       OF

                                   ASSIGNMENT

        (To be signed only on transfer of Common Stock Purchase Warrant)


TO:      USA DETERGENTS, INC.

         _________For value received, the undersigned hereby sells, assigns and
transfers unto _____________________________ of ___________________________ the
right represented by the within Common Stock Purchase Warrant to purchase
___________ shares of Common Stock of USA Detergents, Inc. (the "Company") to
which the within Common Stock Purchase Warrant relates, and appoints
_______________________, Attorney, to transfer such right on the books of USA
Detergents, Inc. with full power of substitution in the premises.


                          ---------------------------------------------------
                          (Signature must conform in all respects
                          to name of Holder as specified on the face
                          of the Warrant)



                          ---------------------------------------------------
                          (Address)



Signed in the presence of:



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




                                      27
<PAGE>


                                      FORM

                                       OF

                            CERTIFICATE OF REDUCTION

        (To be signed only on exercise of Common Stock Purchase Warrant)


TO:      USA DETERGENTS, INC.

                  The capitalized terms used in this Certificate of Reduction,
if not otherwise defined, shall have the meanings ascribed to them in that
certain Common Stock Purchase Warrant (the "Warrant"), dated January ___, 1998,
from USA DETERGENTS, INC. (the "Company"), to PNC BANK, NATIONAL ASSOCIATION
(the "Bank").

                  Reference is made to Section 1.1(a) of the Warrant, wherein
the Warrant Price for the shares of Common Stock that are deliverable by the
Company to Holder may be paid by virtue of this Certificate of Reduction in
lieu of a certified or official bank check or wire transfer.

                  The Bank hereby certifies to the Company that the PNC Debt is
hereby reduced by $ __________, which is the amount that is required to be paid
for the Warrant Price for the number of shares of Common Stock for which the
Warrant is now being exercised by Holder and which amount equals or exceeds the
presently outstanding amount of the PNC Debt.


                  IN WITNESS WHEREOF, this Certificate of Reduction has been
executed and delivered by the Bank on __________ ___, _______.



                           PNC BANK, NATIONAL ASSOCIATION



                           By: ________________________________
                                    Name:
                                    Title:



                                      28
<PAGE>




                                      FORM

                                      FOR

                           CASHLESS EXERCISE ELECTION

        (To be signed only on exercise of Common Stock Purchase Warrant)


TO:      USA DETERGENTS, INC.

                  The capitalized terms used in this Cashless Exercise
Election, if not otherwise defined, shall have the meanings ascribed to them in
that certain Common Stock Purchase Warrant (the "Warrant"), dated January ___,
1998, from USA DETERGENTS, INC. (the "Company"), to PNC BANK, NATIONAL
ASSOCIATION (the "Bank").

                  Reference is made to Section 1.1(a)(ii) of the Warrant,
wherein Holder is entitled to effectuate a Cashless Election.

                  If the Holder of the Warrant is other than the Bank, the
undersigned represents and warrants to the Company that is the true and lawful
owner and holder of the Warrant.

                  Pursuant to Section 1.1(a)(ii) of the Warrant, Holder hereby
elects to enter into a Cashless Election and is exchanging the Warrant
delivered herewith to the Company for that number of shares of Common Stock to
which the Holder is entitled pursuant to Section 1.1(a)(ii). Holder hereby
waives any obligation to pay all or any portion of the Warrant Price.

                  IN WITNESS WHEREOF, this Cashless Exercise Election has been
executed and delivered by the Holder on __________ ___, _______.





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


                                      29