NEITHER  THIS WARRANT NOR THE SHARES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE BEEN
REGISTERED  WITH THE UNITED  STATES  SECURITIES  AND  EXCHANGE  COMMISSION  (THE
"COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION
FROM  REGISTRATION  UNDER  REGULATION D PROMULGATED  UNDER THE SECURITIES ACT OF
1933,  AS AMENDED (THE  "SECURITIES  ACT").  NEITHER THIS WARRANT NOR THE SHARES
ISSUABLE  UPON EXERCISE  HEREOF MAY BE SOLD,  PLEDGED,  TRANSFERRED  OR ASSIGNED
EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS, OR IN A TRANSACTION  WHICH IS EXEMPT
FROM  REGISTRATION  UNDER  THE  PROVISIONS  OF  THE  SECURITIES  ACT  AND  UNDER
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.



                             STOCK PURCHASE WARRANT


                  To Purchase 120,000 Shares of Common Stock of

                            IMSCO TECHNOLOGIES, INC.

         THIS CERTIFIES that, for value received, AMRO INTERNATIONAL,  S.A. (the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter
set forth,  at any time on or after the date of  issuance of this  Warrant  (the
"Initial Exercise Date") and on or prior to the close of business on January 31,
2002 (the "Termination Date") but not thereafter,  to subscribe for and purchase
from IMSCO TECHNOLOGIES, INC., a Delaware corporation (the "Company"), up to One
Hundred and Twenty Thousand  (120,000)  shares (the "Warrant  Shares") of Common
Stock, no par value per share of the Company (the "Common Stock").  The purchase
price of one share of Common  Stock (the  "Exercise  Price")  under this Warrant
shall be One Dollar and Fifty Cents  ($1.50).  The Exercise Price and the number
of shares for which the Warrant is exercisable shall be subject to adjustment as
provided  herein.  This Warrant is being issued in connection with the Debenture
and Warrant  Purchase  Agreement  between the Holder and the Company dated as of
February 3, 1999 (the  "Agreement")  and is subject to its terms and conditions.
In the  event  of any  conflict  between  the  terms  of  this  Warrant  and the
Agreement, the Agreement shall control. Capitalized terms used and not otherwise
defined  herein  shall  have  the  meanings  set  forth  for  such  terms in the
Agreement.



<PAGE>


         1. TITLE OF  WARRANT.  Prior to the  expiration  hereof and  subject to
compliance  with  applicable  laws,  this Warrant and all rights  hereunder  are
transferable, in whole or in part, at the office or agency of the Company by the
holder hereof in person or by duly authorized  attorney,  upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.

         2.  AUTHORIZATION OF SHARES.  The Company  covenants that all shares of
Common Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights  represented by this Warrant,  be duly
authorized,  validly  issued,  fully  paid and  nonassessable  and free from all
taxes,  liens and charges in respect of the issue  thereof  (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

         3.  EXERCISE  OF  WARRANT.  Except  as  provided  in  Section 4 herein,
exercise of the purchase  rights  represented by this Warrant may be made at any
time or times on or after the  Initial  Exercise  Date,  and before the close of
business on the Termination Date, or such earlier date on which this Warrant may
terminate  as provided  elsewhere  in this  Warrant,  by the  surrender  of this
Warrant and the Notice of Exercise  Form annexed  hereto duly  executed,  at the
office of the Company  (or such other  office or agency of the Company as it may
designate by notice in writing to the registered holder hereof at the address of
such  holder  appearing  on the books of the  Company)  and upon  payment of the
Exercise  Price of the shares  thereby  purchased by wire  transfer or cashier's
check  drawn on a United  States  bank,  the  holder  of this  Warrant  shall be
entitled to receive a  certificate  for the number of shares of Common  Stock so
purchased. Certificates for shares purchased hereunder shall be delivered to the
holder  hereof  within  three (3)  business  days  after the date on which  this
Warrant shall have been exercised as aforesaid.  This Warrant shall be deemed to
have been exercised and such certificate or certificates shall be deemed to have
been issued,  and Holder or any other person so  designated  to be named therein
shall be  deemed  to have  become a holder  of  record  of such  shares  for all
purposes,  as of the date the  Warrant  has been  exercised  by  payment  to the
Company of the Exercise  Price and all taxes  required to be paid by Holder,  if
any, pursuant to Section 5 prior to the issuance of such shares, have been paid.
If this Warrant shall have been  exercised in part,  the Company  shall,  at the
time of delivery of the certificate or certificates representing Warrant Shares,
deliver to Holder a new Warrant  evidencing the rights of Holder to purchase the
unpurchased shares of Common Stock called for by this Warrant, which new Warrant
shall in all other respects be identical with this Warrant.  Notwithstanding the
provisions of the Debenture and Warrant  Purchase  Agreement or of the Warrants,
in no event other than upon a Mandatory Conversion, as defined in the Debenture,
or while there is outstanding a tender offer for any or all of the shares of the
Company's common stock shall the Holder be entitled,  shall the Company have the
obligation,  to permit  exercise of this Warrant to the extent that,  after such
exercise, the sum of (1) the number of shares of Common Stock beneficially owned
by the Holder and its Affiliates (other than shares of Common Stock which may be
deemed  beneficially  owned through the ownership of the unconverted  portion of
the  Debentures or unexercised  portion of the Warrants),  and (2) the number of
shares of  Common  Stock  issuable  upon the  conversion  of the  Debentures  or
exercise of the Warrants with respect to which the determination of this proviso
is being  made,  would  result in  beneficial  ownership  by the  Holder and its
affiliates of more than 9.99% of the  outstanding  shares of Common Stock (after
taking into account the shares to be issued to the



                                       2
<PAGE>




Holder upon such  conversion  or  exercise).  For  purposes  of the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section  13(d) of the  Securities  Exchange  Act of 1934,  as amended (the "1934
Act") and Regulation 13D-G  thereunder,  except as otherwise  provided in clause
(1) of such sentence.  The Holder further agrees that if the Holder transfers or
assigns any of this Warrant to a party who or which would not be  considered  an
Affiliate, such transfer or assignment shall be made subject to the transferee's
or assignee's specific agreement to be bound the provisions of this paragraph as
if such transferee or assignee were a signatory to this Agreement.






                                       3
<PAGE>




         4. NO  FRACTIONAL  SHARES  OR  SCRIP.  No  fractional  shares  or scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  As to any fraction of a share which Holder would otherwise be entitled
to purchase  upon such  exercise,  the Company  shall pay a cash  adjustment  in
respect of such final fraction in an amount equal to the Exercise Price.

         5. CHARGES, TAXES AND EXPENSES.  Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant  shall be made without  charge to
the holder hereof for any issue or transfer tax or other  incidental  expense in
respect of the  issuance of such  certificate,  all of which taxes and  expenses
shall be paid by the Company,  and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant;  provided,  however,  that in the event certificates for
shares of Common  Stock  are to be issued in a name  other  than the name of the
holder of this  Warrant,  this Warrant when  surrendered  for exercise  shall be
accompanied by the Assignment  Form attached  hereto duly executed by the holder
hereof;  and provided further,  that upon any transfer involving the issuance or
delivery  of any  certificates  for  shares of Common  Stock,  the  Company  may
require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto.

         6. CLOSING OF BOOKS.  The Company will not close its shareholder  books
or records in any manner which prevents the timely exercise of this Warrant.

         7. TRANSFER,  DIVISION AND COMBINATION.  (a) Subject to compliance with
any  applicable  securities  laws  (including the provision to the Company of an
opinion of counsel for the assignor of this  Warrant),  transfer of this Warrant
and all rights hereunder,  in whole or in part, shall be registered on the books
of the Company to be maintained for such purpose, upon surrender of this Warrant
at the principal  office of the Company,  together with a written  assignment of
this Warrant  substantially  in the form attached hereto duly executed by Holder
or its agent or attorney and funds  sufficient to pay any transfer taxes payable
upon the making of such transfer.  Upon such  surrender  and, if required,  such
payment,  the Company shall execute and deliver a new Warrant or Warrants in the
name of the  assignee or  assignees  and in the  denomination  specified in such
instrument  of  assignment,  and  shall  issue  to the  assignor  a new  Warrant
evidencing  the portion of this Warrant not so assigned,  and this Warrant shall
promptly be cancelled.  A Warrant,  if properly assigned,  may be exercised by a
new Holder  for the  purchase  of shares of Common  Stock  without  having a new
Warrant issued.

              (b) This  Warrant may be divided or combined  with other  Warrants
upon presentation hereof at the aforesaid office of the Company, together with a
written notice  specifying the names and denominations in which new Warrants are
to be issued,  signed by Holder or its agent or attorney.  Subject to compliance
with Section 7(a), as to any transfer  which may be involved in such division or
combination,  the Company shall execute and deliver a new Warrant or Warrants in
exchange  for the Warrant or  Warrants  to be divided or combined in  accordance
with such notice.




                                       4
<PAGE>





              (c) The  Company  shall  prepare,  issue  and  deliver  at its own
expense  (other than  transfer  taxes) the new  Warrant or  Warrants  under this
Section 7.

              (d) The Company agrees to maintain, at its aforesaid office, books
for the registration and the registration of transfer of the Warrants.

         8. NO RIGHTS AS  SHAREHOLDER  UNTIL  EXERCISE.  This  Warrant  does not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the Company prior to the exercise hereof.  Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall be and be deemed to be issued to such  holder as the record  owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

         9. LOSS,  THEFT,  DESTRUCTION  OR  MUTILATION  OF WARRANT.  The Company
represents and warrants that upon receipt by the Company of evidence  reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
certificate or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction,  of indemnity or security reasonably satisfactory
to it, and upon surrender and cancellation of such Warrant or stock certificate,
if  mutilated,  the  Company  will  make  and  deliver  a new  Warrant  or stock
certificate  of like  tenor and dated as of such  cancellation,  in lieu of such
Warrant or stock certificate.

         10. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for
the  taking of any action or the  expiration  of any right  required  or granted
herein shall be a Saturday,  Sunday or a legal holiday,  then such action may be
taken or such right may be exercised on the next  succeeding day not a Saturday,
Sunday or legal holiday.

         11. ADJUSTMENTS OF  EXERCISE  PRICE AND NUMBER OF WARRANT  SHARES.  (a)
Stock  Splits,  etc.  The number  and kind of  securities  purchasable  upon the
exercise of this Warrant and the Exercise  Price shall be subject to  adjustment
from  time to time  upon  the  happening  of any of the  following.  In case the
Company  shall  (i)  pay a  dividend  in  shares  of  Common  Stock  or  make  a
distribution  in shares of Common  Stock to  holders of its  outstanding  Common
Stock,  (ii)  subdivide  its  outstanding  shares of Common Stock into a greater
number of shares of Common Stock, (iii) combine its outstanding shares of Common
Stock into a smaller  number of shares of Common  Stock or (iv) issue any shares
of its capital stock in a reclassification  of the Common Stock, then the number
of Warrant Shares  purchasable upon exercise of this Warrant  immediately  prior
thereto  shall be adjusted so that the holder of this Warrant  shall be entitled
to  receive  the kind and number of Warrant  Shares or other  securities  of the
Company  which he would have  owned or have been  entitled  to receive  had such
Warrant been exercised in advance thereof. Upon each such adjustment of the kind
and  number of  Warrant  Shares or other  securities  of the  Company  which are
purchasable  hereunder,  the holder of this Warrant shall thereafter be entitled
to purchase the number of Warrant Shares or other securities resulting from such
adjustment  at an  Exercise  Price  per such  Warrant  Share  or other  security
obtained by multiplying the Exercise Price in effect  immediately  prior to such
adjustment  by  the  number  of  Warrant  Shares  purchasable   pursuant  hereto
immediately  prior to such  adjustment  and  dividing  by the  number of Warrant
Shares or other securities of the Company resulting from such



                                       5
<PAGE>




adjustment. An adjustment made pursuant to this paragraph shall become effective
immediately  after the effective  date of such event  retroactive  to the record
date, if any, for such event.

              (a)

              (b)  REORGANIZATION,  RECLASSIFICATION,  MERGER,  CONSOLIDATION OR
DISPOSITION  OF  ASSETS.  In case the  Company  shall  reorganize  its  capital,
reclassify  its  capital  stock,  consolidate  or  merge  with or  into  another
corporation  (where the Company is not the surviving  corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business  to another  corporation  and,  pursuant to the terms of such
reorganization,   reclassification,  merger,  consolidation  or  disposition  of
assets, shares of common stock of the successor or acquiring corporation, or any
cash,  shares of stock or other securities or property of any nature  whatsoever
(including  warrants or other subscription or purchase rights) in addition to or
in lieu of  common  stock of the  successor  or  acquiring  corporation  ("Other
Property"),  are to be received by or distributed to the holders of Common Stock
of the Company,  then the holder of this Warrant shall have the right thereafter
to receive,  upon exercise of this Warrant, the number of shares of common stock
of the  successor  or  acquiring  corporation  or of the  Company,  if it is the
surviving corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a holder of the number of shares of Common  Stock for which  this  Warrant is
exercisable immediately prior to such event. In case of any such reorganization,
reclassification,  merger, consolidation or disposition of assets, the successor
or acquiring  corporation (if other than the Company) shall expressly assume the
due and  punctual  observance  and  performance  of each and every  covenant and
condition of this  Warrant to be  performed  and observed by the Company and all
the obligations and liabilities hereunder,  subject to such modifications as may
be deemed  appropriate (as determined by resolution of the Board of Directors of
the Company) in order to provide for  adjustments  of shares of Common Stock for
which  this  Warrant  is  exercisable  which  shall be as nearly  equivalent  as
practicable to the adjustments  provided for in this Section 11. For purposes of
this Section 11, "common stock of the successor or acquiring  corporation" shall
include  stock of such  corporation  of any class which is not  preferred  as to
dividends or assets over any other class of stock of such  corporation and which
is  not  subject  to  redemption   and  shall  also  include  any  evidences  of
indebtedness,  shares of stock or other securities which are convertible into or
exchangeable  for any such stock,  either  immediately  or upon the arrival of a
specified  date or the happening of a specified  event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing  provisions of
this  Section  11  shall   similarly   apply  to   successive   reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

         12. VOLUNTARY  ADJUSTMENT BY THE  COMPANY.  The Company may at any time
during the term of this Warrant,  reduce the then current  Exercise Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

         13. NOTICE  OF ADJUSTMENT.  Whenever  the number of  Warrant  Shares or
number or kind of securities or other property  purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided,  the Company
shall promptly mail by registered or certified



                                       6
<PAGE>




mail,  return  receipt  requested,  to the holder of this Warrant notice of such
adjustment or adjustments  setting forth the number of Warrant Shares (and other
securities  or property)  purchasable  upon the exercise of this Warrant and the
Exercise Price of such Warrant Shares (and other  securities or property)  after
such  adjustment,  setting forth a brief  statement of the facts  requiring such
adjustment and setting forth the  computation by which such adjustment was made.
Such notice, in absence of manifest error,  shall be conclusive  evidence of the
correctness of such adjustment.

         14. NOTICE OF CORPORATE ACTION. If at any time:

              (a) the  Company  shall take a record of the holders of its Common
Stock  for the  purpose  of  entitling  them to  receive  a  dividend  or  other
distribution,  or any right to subscribe  for or purchase  any  evidences of its
indebtedness,  any  shares  of stock of any  class or any  other  securities  or
property, or to receive any other right, or

              (b) there shall be any capital  reorganization of the Company, any
reclassification  or recapitalization of the capital stock of the Company or any
consolidation  or merger of the  Company  with,  or any sale,  transfer or other
disposition of all or substantially all the property,  assets or business of the
Company to, another corporation or,

              (c)  there  shall  be  a  voluntary  or  involuntary  dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases,  the Company shall give to Holder (i) at
least 30 days'  prior  written  notice  of the  record  date for such  dividend,
distribution or right or for  determining  rights to vote in respect of any such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  liquidation  or  winding  up,  and  (ii) in the  case of any  such
reorganization,   reclassification,   merger,  consolidation,   sale,  transfer,
disposition,  dissolution,  liquidation  or winding  up, at least 30 days' prior
written  notice of the date  when the same  shall  take  place.  Such  notice in
accordance  with the  foregoing  clause also shall specify (i) the date on which
the holders of Common Stock shall be entitled to any such dividend, distribution
or right, and the amount and character  thereof,  and (ii) the date on which any
such reorganization,  reclassification,  merger, consolidation,  sale, transfer,
disposition,  dissolution,  liquidation  or  winding up is to take place and the
time,  if any such time is to be fixed,  as of which the holders of Common Stock
shall be entitled to exchange  their  shares of Common Stock for  securities  or
other property  deliverable upon such disposition,  dissolution,  liquidation or
winding up. Each such written notice shall be sufficiently given if addressed to
Holder at the last  address of Holder  appearing on the books of the Company and
delivered in accordance with Section 17(d).

              15.  AUTHORIZED  SHARES.  The  Company  covenants  that during the
period the Warrant is  outstanding,  it will  reserve  from its  authorized  and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of the  Warrant  Shares  upon the  exercise of any  purchase  rights  under this
Warrant.  The Company further  covenants that its issuance of this Warrant shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares



                                       7
<PAGE>




upon the exercise of the purchase  rights under this  Warrant.  The Company will
take all such reasonable  action as may be necessary to assure that such Warrant
Shares may be issued as provided herein without  violation of any applicable law
or  regulation,  or of any  requirements  of NASDAQ or any  domestic  securities
exchange upon which the Common Stock may be listed.

         The Company  shall not by any action,  including,  without  limitation,
amending  its  certificate  of  incorporation  or  through  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 actions as may be necessary or  appropriate to protect the rights of Holder
against  impairment.  Without  limiting the  generality  of the  foregoing,  the
Company  will (a) not  increase  the par value of any  shares  of  Common  Stock
receivable  upon the exercise of this Warrant above the amount payable  therefor
upon such exercise immediately prior to such increase in par value, (b) take all
such action as may be  necessary  or  appropriate  in order that the Company may
validly and legally  issue fully paid and  nonassessable  shares of Common Stock
upon the  exercise of this  Warrant,  and (c) use its best efforts to 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.

         Upon the  request of Holder,  the  Company  will at any time during the
period this Warrant is outstanding  acknowledge in writing,  in form  reasonably
satisfactory  to  Holder,  the  continuing  validity  of  this  Warrant  and the
obligations of the Company hereunder.

         Before taking any action which would cause an  adjustment  reducing the
current Exercise Price below the then par value, if any, of the shares of Common
Stock  issuable  upon  exercise  of the  Warrants,  the  Company  shall take any
corporate  action  which may be  necessary in order that the Company may validly
and legally issue fully paid and  non-assessable  shares of such Common Stock at
such adjusted Exercise Price.


         16. MISCELLANEOUS.

              (a)   JURISDICTION.   This  Warrant  shall  be  binding  upon  any
successors or assigns of the Company.  This Warrant shall  constitute a contract
under the laws of New York without regard to its conflict of law,  principles or
rules,  and be subject  to  arbitration  pursuant  to the terms set forth in the
Agreement.

              (b) RESTRICTIONS.  The holder hereof acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered,  will have
restrictions upon resale imposed by state and federal securities laws and by the
Agreement.

              (c) NONWAIVER  AND EXPENSES.  No course of dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding all rights



                                       8
<PAGE>




hereunder  terminate on the Termination Date. If the Company fails to make, when
due, any  payments  provided  for  hereunder,  or fails to comply with any other
provision of this Warrant, the Company shall pay to Holder such amounts as shall
be  sufficient  to cover any costs and expenses  including,  but not limited to,
reasonable attorneys' fees, including those of appellate  proceedings,  incurred
by Holder  in  collecting  any  amounts  due  pursuant  hereto  or in  otherwise
enforcing any of its rights, powers or remedies hereunder.

              (d) NOTICES.  Any notice,  request or other  document  required or
permitted to be given or delivered to the holder  hereof by the Company shall be
delivered in accordance with the notice provisions of the Agreement.

              (e) LIMITATION OF LIABILITY.  No provision  hereof, in the absence
of  affirmative  action by Holder to  purchase  shares of Common  Stock,  and no
enumeration herein of the rights or privileges of Holder hereof, shall give rise
to any  liability of Holder for the  purchase  price of any Common Stock or as a
stockholder of the Company, whether such liability is asserted by the Company or
by creditors of the Company.

              (f) REMEDIES.  Holder,  in addition to being  entitled to exercise
all rights granted by law,  including  recovery of damages,  will be entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

              (g) SUCCESSORS AND ASSIGNS. Subject to applicable securities laws,
this Warrant and the rights and obligations  evidenced hereby shall inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder or holder of Warrant Shares.

              (h)  COOPERATION.  The  Company  shall  cooperate  with  Holder in
supplying such information as may be reasonably necessary for Holder to complete
and file any information  reporting forms presently or hereafter required by the
SEC as a condition to the  availability  of an exemption from the Securities Act
for the sale of any Warrant or any Warrant Shares.

              (i)  INDEMNIFICATION.  The Company  agrees to  indemnify  and hold
harmless Holder from and against any liabilities,  obligations, losses, damages,
penalties,  actions,  judgments, suits, claims, costs, attorneys' fees, expenses
and disbursements of any kind which may be imposed upon, incurred by or asserted
against  Holder in any manner  relating  to or arising out of any failure by the
Company to perform or observe  in any  material  respect  any of its  covenants,
agreements,  undertakings  or obligations  set forth in this Warrant;  provided,
however,  that the Company  will not be liable  hereunder to the extent that any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims,  costs,  attorneys' fees, expenses or disbursements are found in a final
non-appealable judgment by a court to have resulted from



                                       9
<PAGE>




Holder's  negligence,  bad faith or  willful  misconduct  in its  capacity  as a
stockholder or warrantholder of the Company.

              (j)  AMENDMENT.  This  Warrant  may be  modified or amended or the
provisions  hereof  waived only with the written  consent of the Company and the
Holder.

              (k)  SEVERABILITY.  Wherever  possible,  each  provision  of  this
Warrant shall be  interpreted  in such manner as to be effective and valid under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

              (l)  HEADINGS.  The  headings  used  in this  Warrant  are for the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.







                                       10
<PAGE>





         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated:  February 3, 1999

                                    IMSCO TECHNOLOGIES, INC.



                                    By:
                                       ------------------------------------



                                       11
<PAGE>





                               NOTICE OF EXERCISE



To:   IMSCO TECHNOLOGIES, INC.



         (1) The undersigned hereby elects to purchase          shares of Common
                                                       --------
Stock (the "Common Stock"), of IMSCO TECHNOLOGIES, INC. pursuant to the terms of
the attached  Warrant,  and tenders  herewith  payment of the exercise  price in
full, together with all applicable transfer taxes, if any.

         (2) Please issue a certificate or certificates representing said shares
of  Common  Stock in the name of the  undersigned  or in such  other  name as is
specified below:


                     -------------------------------------
                     (Name)

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

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




Dated:


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





<PAGE>



                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE  RECEIVED,  the  foregoing  Warrant and all rights  evidenced
thereby are hereby assigned to


                                               whose address is
----------------------------------------------

---------------------------------------------------------------.




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

                                            Dated:
                                                   ----------------, -------


                      Holder's Signature:
                                            -----------------------------

                      Holder's Address:
                                            -----------------------------

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



Signature Guaranteed:
                      ---------------------------------------------------




NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.



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