FORM OF
                                WARRANT AGREEMENT
                   -------------------------------------------

                        CASDIM INTERNATIONAL SYSTEMS INC.
                   -------------------------------------------


     THIS WARRANT  AGREEMENT  (this  "Agreement")  dated as of March 17, 1998 is
made by and between Casdim International  Systems Inc., a corporation  organized
under  the  laws  of  the  State  of  Delaware  (the  "Company"),  and [ ]  (the
"Warrantholder").

     Subject to the terms and conditions  hereof, the Company agrees to issue to
the Warrantholder, pursuant to a letter agreement by and between the Company and
the  Warrantholder  dated as of March 17,  1998 (the  "Agreement"),  warrants as
hereinafter described (the "Warrants") to purchase up to an aggregate of 100,000
shares of the common stock of the Company, par value $.01 per share (the "Common
Stock"),  at a Warrant  Price equal to 80% of the average  closing bid and asked
price of the  Company's  common stock as reported by the Nasdaq  Bulletin  Board
(and if not  quoted  on the  Nasdaq  Bulletin  Board  as  reported  by  National
Quotation  Bureau) on September  17,  1998,  subject to  adjustment  pursuant to
Section 7 hereof.  As used herein (i) the terms  "Share" or "Shares"  shall mean
collectively  the Common Stock  issuable upon exercise of the Warrants  together
with any other  securities  issuable upon such exercise as provided in Section 7
of this Agreement;  (ii) the term "Warrants"  shall include any and all warrants
outstanding  pursuant  to  this  Agreement,   including  those  evidenced  by  a
certificate  or  certificates  issued upon  division,  exchange or  substitution
pursuant to this  Agreement;  and (iii) the term "Warrant  Price" shall mean the
price per share of Common  Stock at which the Common  Stock shall at any time be
purchasable  upon  exercise of the  Warrants.  In  addition  to the  adjustments
provided in Section 7 hereof,  any fixed dollar per share amounts  referenced in
this  Agreement   shall  be   appropriately   adjusted  for  any  stock  splits,
subdivisions,   stock   dividends   or   stock   distributions,    combinations,
reclassifications  or  consolidations  or other changes to the Company's capital
structure.

     For the purpose of defining  the terms and  provisions  of the Warrants and
the  respective  rights  and  obligations   thereunder,   the  Company  and  the
Warrantholder, for value received, hereby agree as follows:

     Section 1. Transferability and Form of Warrants.

     1.1.  Registration.  The Warrants shall be numbered and shall be registered
on the books of the Company when issued,  in accordance with Delaware  corporate
practice.




                         

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     1.2. Transfer.  The Warrants shall be transferable only on the books of the
Company maintained at its principal office in New York, New York or wherever its
principal office may then be located, upon delivery thereof duly endorsed by the
Warrantholder  seeking  such  transfer  or by its duly  authorized  attorney  or
representative,  accompanied  by proper  evidence of  succession,  assignment or
authority to transfer.  Upon any  registration  of transfer,  the Company  shall
execute and deliver new Warrants to the person entitled thereto.

     1.3.  Form of Warrants.  The form of  certificate  evidencing  the Warrants
shall be substantially  as set forth in Exhibit 1 attached hereto.  Certificates
evidencing  the  Warrants  shall be  executed  on behalf of the  Company  by its
President or by any Vice President, shall be attested to by its Secretary or any
Assistant Secretary, and shall be dated as of the date of execution thereof.

     1.4. Legend on Warrants and Shares.  The Warrants,  and the Shares issuable
upon the exercise thereof,  have not been registered under the Securities Act of
1933, as amended (the "Securities Act"). Each certificate for the Warrants shall
bear the following legend:

                  "THE WARRANTS REPRESENTED BY THIS CERTIFICATE,  AND THE COMMON
                  STOCK ISSUABLE UPON EXERCISE OF SUCH  WARRANTS,  HAVE NOT BEEN
                  REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF 1933 OR
                  THE SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES.  SUCH
                  WARRANTS  MAY NOT BE SOLD,  AS SIGNED,  EXCHANGED OR OTHERWISE
                  TRANSFERRED  IN ANY  MANNER AND SUCH  COMMON  STOCK MAY NOT BE
                  OFFERED FOR SALE,  SOLD OR  TRANSFERRED IN THE ABSENCE OF SUCH
                  REGISTRATION  OR AN  OPINION OF  COUNSEL  SATISFACTORY  TO THE
                  COMPANY  THAT  AN   EXEMPTION   FROM  SUCH   REGISTRATION   IS
                  AVAILABLE."

And each certificate for the Shares shall bear the following legend:

                  "THE COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN
                  REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF 1933 OR
                  THE SECURITIES  LAWS OF ANY STATE OF THE UNITED STATES AND MAY
                  NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED IN THE ABSENCE OF
                  SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE
                  COMPANY  THAT  AN   EXEMPTION   FROM  SUCH   REGISTRATION   IS
                  AVAILABLE."



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     Any  certificate  issued at any time in  exchange or  substitution  for any
certificate bearing such legend (except a new certificate issued upon completion
of  a  public  distribution  pursuant  to a  registration  statement  under  the
Securities  Act of the  securities  represented  thereby) shall also bear a like
legend  unless,  in  the  opinion  of  the  Company's  counsel,  the  securities
represented thereby need no longer be subject to such restrictions.

     Section 2. Exchange of Warrant Certificate.  Any Warrant certificate may be
exchanged for another  certificate or certificates  entitling a Warrantholder to
purchase a like aggregate  number of Shares as the  certificate or  certificates
surrendered  then entitles such  Warrantholder  to purchase.  Any  Warrantholder
desiring to exchange a Warrant  certificate  shall make such  request in writing
delivered  to  the  Company,  and  shall  surrender,   properly  endorsed,   the
certificate  evidencing the Warrant to be so exchanged.  Thereupon,  the Company
shall  execute  and  deliver  to  the  person  entitled  thereto  a new  Warrant
certificate as so requested.

     Section 3. Term of Warrants; Exercise of Warrants; Market Price

     (a) Subject to the terms of this Agreement,  each Warrantholder  shall have
the right, at any time during the period commencing at 9:00 a.m.,  Eastern Time,
on March 17,  1998 (the  "Commencement  Date") and ending at 5:00 p.m.,  Eastern
Time, on March 16, 2000 (the  "Termination  Date"), to purchase from the Company
up to the number of fully paid and nonassessable Shares which such Warrantholder
may at the  time be  entitled  to  purchase  pursuant  to this  Agreement,  upon
surrender to the Company at its principal office of the certificates  evidencing
the Warrants to be exercised,  with the purchase form duly completed and signed,
and  upon  payment  to the  Company  of the  Warrant  Price  (as  determined  in
accordance  with the provisions of Section 7 hereof) for the number of Shares in
respect of which such  Warrants  are then  exercised,  but in no event for fewer
than  100  Shares  (unless  fewer  than an  aggregate  of 100  Shares  are  then
purchasable  under all outstanding  Warrants held of record by a Warrantholder).
The Termination Date shall be extended for such number of days as (i) the Shares
are not  covered by and may not be sold  pursuant to an  effective  registration
statement under the Securities Act for any reason whatsoever (including, without
limitation,  any stop order or suspension),  (ii) the Common Stock is not traded
on the  Nasdaq  OTC  Bulletin  Board,  or (iii) the Shares are not listed on the
principal  exchange  on which the  Common  Stock is listed or the  Nasdaq  Stock
Market,  if the Common Stock is listed thereon,  or are not eligible for trading
on the  Nasdaq  OTC  Bulletin  Board,  and for a period  of 30 days  thereafter.
Payment of the aggregate  Warrant Price shall be made in cash or by certified or
cashier's check or any combination thereof.

     (b) Upon  surrender  of Warrant  certificates  and  payment of the  Warrant
Price,  the Company  shall issue and cause to be delivered  with all  reasonable
dispatch  to or upon the  written  order of a  Warrantholder,  and  (subject  to
Section 11 hereof) in such name or names as such Warrantholder may designate,  a
certificate or certificates for the number of full Shares so



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acquired  upon the exercise of the Warrant,  together  with cash, as provided in
Section 9 hereof,  in respect of any fractional  Shares otherwise  issuable upon
such surrender.  Such  certificate or certificates  shall be deemed to have been
issued and any person so  designated to be named therein shall be deemed to have
become a holder  of record of such  Shares  as of the date of  surrender  of the
Warrants being exercised and payment of the Warrant Price  notwithstanding  that
the certificate or certificates  representing such securities shall not actually
have been  delivered or that the stock  transfer books of the Company shall then
be closed.  The Warrants shall be exercisable at the election of a Warrantholder
either in full or from time to time in part and, in the event that a certificate
evidencing  Warrants  is  exercised  in  respect of fewer than all of the Shares
specified  therein at any time prior to the Termination  Date, a new certificate
evidencing the remaining portion of the Warrants shall be issued by the Company.

     (c) For all purposes of this  Agreement,  the term "Market Price" as of any
specified  date shall mean:  (i) if the Common  Stock is listed or admitted  for
trading on one or more United States national securities exchanges,  the average
daily  closing price for the last five trading days for the Common Stock on such
exchanges  as may be  designated  by the Board of  Directors of the Company (the
"Board")  as the  principal  exchange  in the United  States on which the Common
Stock is listed;  (ii) if the Common Stock is not listed or admitted for trading
on any United States national securities exchange, the average daily closing bid
price for the last five trading days for the Common Stock on the Nasdaq National
or SmallCap  Market  ("Nasdaq");  or (iii) if the Common  Stock is not listed or
admitted  for  trading on a United  States  national  securities  exchange or on
Nasdaq,  the  average  closing bid price for the last five  trading  days of the
Common  Stock on the Nasdaq  OTC  Bulletin  Board as  reported  by the  National
Quotation  Bureau  Inc. In the event that it is  impracticable  for the Board to
establish the Market Price of the Common Stock pursuant to this Section 3 on any
specified  date,  the "Market  Price" shall be  determined  in good faith by the
Board, such determination to be conclusive.

     Section 4. Payment of Taxes.  The Company  will pay all taxes and fees,  if
any, attributable to the initial issuance of the Warrants or the issuance of the
Shares upon  exercise  of the  Warrants,  except  that the Company  shall not be
required to pay any tax or fee which may be payable in respect of any  secondary
transfer of the Warrants or such Shares.

     Section  5.  Mutilated  or Missing  Warrants.  In case the  certificate  or
certificates  evidencing  any  Warrants  shall be  mutilated,  lost,  stolen  or
destroyed,  the Company  shall,  at the request of the  affected  Warrantholder,
issue and deliver in exchange and substitution for and upon  cancellation of the
mutilated  certificate or  certificates,  or in lieu of and substitution for the
certificate or certificates lost, stolen or destroyed, a new Warrant certificate
or certificates of like tenor and  representing an equivalent right or interest,
but only upon receipt of evidence satisfactory to the Company of the loss, theft
or destruction of such Warrant and, if requested, at the cost and expense of the
Warrantholder, a bond of indemnity in form and amount



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satisfactory to the Company. Applicants for such substitute Warrant certificates
shall also  comply  with such other  reasonable  regulations  as the Company may
prescribe.

     Section 6. Reservation of Shares. There has been reserved,  and the Company
shall at all times keep reserved so long as any Warrants remain outstanding, out
of its authorized share capital,  such number of shares of Common Stock as shall
be subject to purchase under all outstanding Warrants.  Every transfer agent for
the Common Stock and other  securities of the Company issuable upon the exercise
of Warrants will be irrevocably  authorized and directed at all times to reserve
such number of authorized  shares of Common Stock and other  securities as shall
be requisite for such purpose. The Company will supply every such transfer agent
with duly  executed  stock  and other  certificates,  as  appropriate,  for such
purpose  and will  provide or  otherwise  make  available  any cash which may be
payable as provided in Section 9 hereof.

     Section 7.  Adjustment of Number and Kind of Securities.  The Warrant Price
and the number  and kind of  securities  purchasable  upon the  exercise  of the
Warrants shall be subject to adjustment  from time to time upon the happening of
certain events, as follows:

     7.1. Adjustments.

          (a) In case the Company  shall (i) pay a dividend  in Common  Stock or
     make a distribution in Common Stock, (ii) subdivide its outstanding  Common
     Stock,  (iii) combine its outstanding Common Stock into a smaller number of
     shares of Common Stock,  or (iv) issue, by  reclassification  of its Common
     Stock,  other  securities  of the  Company,  the number of shares of Common
     Stock  or  other  securities  purchasable  upon  exercise  of the  Warrants
     immediately  prior  thereto  shall be adjusted  so that each  Warrantholder
     shall be entitled to receive the kind and number of shares of Common  Stock
     or other  securities of the Company which it would have owned or would have
     been  entitled to receive  immediately  after the  happening  of any of the
     events described above, had the Warrants been exercised  immediately  prior
     to the  happening of such event or any Record Date (as defined  below) with
     respect thereto. For purposes hereof,  "Record Date" shall mean the date of
     closing the  transfer  books of the Company  for the  determination  of the
     shareholders entitled to any relevant dividend, distribution,  subscription
     rights or other rights or for the determination of shareholders entitled to
     vote on any proposed merger, dissolution,  liquidation or winding up of the
     Company.  Any  adjustment  made  pursuant to this  subsection  7.1(a) shall
     become   effective   immediately  on  the  effective  date  of  such  event
     retroactive to the Record Date, if any, for such event.

          (b) In the event the Company  shall issue or sell any shares of Common
     Stock for a  consideration  per share less than the Warrant Price in effect
     immediately  prior to such issue or sale,  then the Warrant Price in effect
     immediately  prior to such issue or sale,  shall be reduced to such  lesser
     price calculated to the nearest cent) as shall be determined



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     prior thereto by a fraction, the numerator of which shall be the sum of (i)
     the number of shares of Common Stock  outstanding  immediately prior to the
     issuance or sale of such additional shares and (ii) the number of shares of
     Common Stock which the aggregate consideration received for the issuance or
     sale of such additional  shares would purchase at the Warrant Price then in
     effect,  and the  denominator  of which  shall be the  number  of shares of
     Common  Stock  outstanding  immediately  after the issuance or sale of such
     additional shares.

          (c) For the purpose of subsection 7.1(b), the following  subparagraphs
     (i) to (iii), inclusive, shall be applicable:

               (i) If at any time the Company  shall issue or sell any rights to
          subscribe  for, or any rights or options to purchase,  Common Stock or
          any stock or other  securities  convertible  into or exchangeable  for
          Common Stock (such  convertible  or  exchangeable  stock or securities
          being hereinafter  called  "Convertible  Securities"),  whether or not
          such  rights or options or the right to convert or  exchange  any such
          Convertible Securities shall be immediately exercisable, and the price
          per share for which Common  Stock shall be issuable  upon the exercise
          of such  rights or  options or upon  conversion  or  exchange  of such
          Convertible  Securities  (determined by dividing (1) the total amount,
          if any, received or receivable by the Company as consideration for the
          granting of such rights or options,  plus the minimum aggregate amount
          of additional  consideration  payable to the Company upon the exercise
          of such  rights or  options,  plus,  in the case of any such rights or
          options  which shall  relate to  Convertible  Securities,  the minimum
          aggregate amount of additional consideration, if any, payable upon the
          issue or sale of such  Convertible  Securities and upon the conversion
          or exchange thereof, by (2) the total number of shares of Common Stock
          issuable  upon the  exercise  of such  rights or  options  or upon the
          conversion  or exchange of all such  Convertible  Securities  issuable
          upon the  exercise of such  rights or options)  shall be less than the
          Warrant Price in effect  immediately prior to the time of the issue or
          sale of such  rights or  options,  then the total  number of shares of
          Common Stock  issuable  upon the exercise of such rights or options or
          upon  conversion  or exchange of the total amount of such  Convertible
          Securities  issuable upon the exercise of such rights or options shall
          (as of the date of granting of such rights or options) be deemed to be
          outstanding  and to have been  issued for such  price per  share,  and
          except as provided in Section 7.1(i) below, no further  adjustments of
          the Warrant  Price shall be made upon the actual  issue of such Common
          Stock or of such  Convertible  Securities,  upon the  exercise of such
          rights or options or upon the actual  issue of such Common  Stock upon
          conversion or exchange of such Convertible Securities.




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               (ii)  If at  any  time  the  Company  shall  issue  or  sell  any
          Convertible  Securities,  whether  or not the  rights to  exchange  or
          convert thereunder shall be immediately exercisable, and the price per
          share for which Common Stock shall be issuable upon such conversion or
          exchange  (determined  by dividing  (1) the total  amount  received or
          receivable  by the Company as  consideration  for the issue or sale of
          such  Convertible  Securities,  plus the minimum  aggregate  amount of
          additional  consideration,  if any,  payable to the  Company  upon the
          conversion or exchange  thereof,  by (2) the total number of shares of
          Common  Stock  issuable  upon the  conversion  or exchange of all such
          Convertible Securities) shall be less than the Warrant Price in effect
          immediately  prior to the time of such  issue or sale,  then the total
          number of shares of Common Stock issuable upon  conversion or exchange
          of all such Convertible  Securities shall (as of the date of the issue
          or sale of such  Convertible  Securities)  be deemed to be outstanding
          and to have been  issued  for such  price per  share,  and,  except as
          provided  in  Section  7.1(i)  below,  no further  adjustments  of the
          Warrant Price shall be made upon the actual issue of such Common Stock
          upon  conversion  or  exchange  of  such  Convertible  Securities.  In
          addition, if any issue or sale of such Convertible Securities shall be
          made upon  exercise of any rights to  subscribe  for or to purchase or
          any  option to  purchase  any such  Convertible  Securities  for which
          adjustments  of the  Warrant  Price  shall  have been or shall be made
          pursuant to other  provisions of this  subsection  7.1(c),  no further
          adjustment  of the Warrant Price shall be made by reason of such issue
          or sale.

               (iii) If at any time the Company  shall set a Record Date for the
          purpose of entitling holders of Common Stock (1) to receive a dividend
          or other  distribution  payable  in  Common  Stock  or in  Convertible
          Securities,  or (2) to  subscribe  for or  purchase  Common  Stock  or
          Convertible  Securities,  then such  Record Date shall be deemed to be
          the date of the issue or sale of the shares of Common  Stock deemed to
          have been issued or sold upon the  declaration of such dividend or the
          making of such other  distribution or the date of the granting of such
          right of subscription or purchase, as the case may be.

          (d) In case the Company shall distribute to all or  substantially  all
     holders  of its  Common  Stock  evidences  of its  indebtedness  or  assets
     (excluding  cash  dividends  or  distributions  out of earnings) or rights,
     options,  warrants  or  convertible  securities  containing  the  right  to
     subscribe for or purchase shares of Common Stock  (excluding those referred
     to in subsection  7.1(b) above and rights in connection  with a shareholder
     rights plan), then in each case the number of Shares thereafter purchasable
     upon the exercise of the Warrants  shall be determined by  multiplying  the
     number of Shares theretofore purchasable upon exercise of the Warrants by a
     fraction,  of which the numerator shall be the then effective Warrant Price
     as of the date of such distribution



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     calculated  pursuant to this Section 7, and of which the denominator  shall
     be such then effective Warrant Price on such date minus the then Fair Value
     (determined as provided below) of the portion of the assets or evidences of
     indebtedness  so  distributed  or of  such  subscription  rights,  options,
     warrants or convertible securities applicable to one share. Such adjustment
     shall be made  whenever  any such  distribution  is made and  shall  become
     effective on the date of  distribution  retroactive  to the Record Date for
     the determination of shareholders entitled to receive such distribution.

          For all purposes of this  Agreement,  "Fair Value" shall be determined
     in good faith by the Board, such determination to be conclusive.

          (e) No adjustment in the number of Shares purchasable  pursuant to the
     Warrants shall be required unless such adjustment would require an increase
     or  decrease  of at  least  one  percent  in  the  number  of  Shares  then
     purchasable   upon  the  exercise  of  the  Warrants;   provided  that  any
     adjustments  which by reason of this subsection  7.1(e) are not required to
     be made immediately  shall be carried forward and taken into account in any
     subsequent adjustment.

          (f) Whenever the number of Shares  purchasable  upon the exercise of a
     Warrant is adjusted,  as herein  provided,  the Warrant  Price payable upon
     exercise of such  Warrant  shall be adjusted by  multiplying  such  Warrant
     Price  immediately  prior to such  adjustment  by a fraction,  of which the
     numerator  shall be the number of Shares  purchasable  upon the exercise of
     the  Warrant  immediately  prior  to  such  adjustment,  and of  which  the
     denominator  shall be the number of Shares so purchasable upon the exercise
     of the Warrant immediately  thereafter.  In addition,  whenever the Warrant
     Price shall be adjusted,  the number of Shares  purchasable  upon  exercise
     hereof simultaneously shall be adjusted by multiplying the number of Shares
     issuable  immediately  prior to such  adjustment  by the  Warrant  Price in
     effect  immediately  prior to such  adjustment  and dividing the product so
     obtained by the Warrant Price, as adjusted.

          (g)  Whenever  the number of Shares  purchasable  upon the exercise of
     Warrants,  and/or the Warrant Price, are adjusted as herein  provided,  the
     Company shall cause to be promptly  mailed to the  Warrantholders  by first
     class mail,  postage prepaid,  notice of such adjustment and a statement of
     the chief  accounting  officer of the Company  setting  forth the number of
     Shares  purchasable upon the exercise of the Warrants and the Warrant Price
     after  such  adjustment,  a brief  statement  of the facts  requiring  such
     adjustment, and the computation by which such adjustment was made.

          (h) For the purpose of this  subsection  7.1,  the term  Common  Stock
     shall mean (i) the class of Common Stock  designated as the Common Stock of
     the  Company  at the date of this  Agreement,  or (ii) any  other  class of
     shares resulting from successive changes



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     or reclassification of the Common Stock consisting solely of changes in par
     value,  or from par  value  to no par  value,  or from no par  value to par
     value.  In the event that at any time,  as a result of an  adjustment  made
     pursuant  to this  Section 7, a  Warrantholder  shall  become  entitled  to
     purchase any securities of the Company other than Common Stock,  (i) if the
     Warrantholders' right to purchase is on any other basis than that available
     to all  holders of the Common  Stock,  the Board shall  determine  the Fair
     Value of such other securities and (ii) thereafter the number of such other
     securities so purchasable upon exercise of the Warrants shall be subject to
     adjustment from time to time in a manner and on terms as nearly  equivalent
     as practicable to the provisions with respect to the Common Stock contained
     in this Section 7.

          (i) Upon the expiration of any rights, options, warrants or conversion
     privileges,  if such  shall not have been  exercised,  the number of Shares
     purchasable upon exercise of the Warrants,  to the extent the Warrants have
     not then been exercised,  shall,  upon such  expiration,  be readjusted and
     shall  thereafter be such as they would have been had they been  originally
     adjusted (or had the original adjustment not been required, as the case may
     be) on the  basis of (A) the fact that the only  shares of Common  Stock so
     issued were the shares of Common  Stock,  if any,  actually  issued or sold
     upon  the  exercise  of  such  rights,  options,   warrants  or  conversion
     privileges, and (B) the fact that such shares of Common Stock, if any, were
     issued or sold for the consideration  actually received by the Company upon
     such  exercise plus the  consideration,  if any,  actually  received by the
     Company  for the  issuance,  sale or  grant of all  such  rights,  options,
     warrants  or  conversion  privileges  whether or not  exercised;  provided,
     however,  that no such readjustment shall have the effect of decreasing the
     number of Shares  purchasable upon exercise of the Warrants by an amount in
     excess of the  amount of the  adjustment  initially  made in respect of the
     issuance,  sale or grant of such rights,  options,  warrants or  conversion
     privileges.

     7.2. No Adjustment for Dividends.  Except as provided in subsection 7.1, no
adjustment to the Warrants or any  provision or condition  thereof in respect of
any  dividends  or  distributions  out of earnings of the Company  shall be made
during the term of the Warrants or upon the exercise of Warrants.

     7.3 No Adjustment in Certain Cases. No adjustment shall be made pursuant to
Section 7 hereof in connection with the grant or exercise of options to purchase
Common Stock under any of the Company's  employee  benefit plans  existing as of
the date hereof or of the exercise of any outstanding warrants.

     7.4. Preservation of Purchase Rights upon Reclassification,  Consolidation,
etc. In case of any  consolidation  of the Company with or merger of the Company
into another  entity or in case of any sale or conveyance  to another  entity of
the property,  assets or business of the Company as an entirety or substantially
as an entirety, the Company or such successor or



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purchasing  entity, as the case may be, shall execute with the Warrantholders an
agreement that the Warrantholders shall have the right thereafter, upon exercise
of the Warrants and payment of the Warrant Price in effect  immediately prior to
such  consolidation,  merger or sale,  to purchase the kind and amount of shares
and other  securities  and property which it would have been entitled to receive
after the happening of such  consolidation,  merger,  sale or conveyance had the
Warrants been  exercised  immediately  prior  thereto.  In the event of a merger
described in Section  368(a)(2)(E) of the Internal  Revenue Code of 1986 (or any
successor  provision),  in which the Company is the surviving  corporation,  the
right to purchase  Shares under the Warrants shall terminate on the date of such
merger and  thereupon the Warrants  shall become null and void,  but only if the
controlling  corporation  (after such event) shall agree to  substitute  for the
Warrants  its  warrants  entitling  the holder  thereof to purchase the kind and
amount of shares  and other  securities  and  property  which it would have been
entitled to receive had the Warrants been  exercised  immediately  prior to such
merger. Any such agreements referred to in this subsection 7.4 shall provide for
adjustments,  which shall be as nearly  equivalent as may be  practicable to the
adjustments  provided for in Section 7 hereof,  and shall contain  substantially
the same terms,  conditions and provisions as are contained  herein  immediately
prior to such event. The provisions of this subsection 7.4 shall similarly apply
to successive consolidations, mergers, sales or conveyances.

     7.5.  Nominal Value of Common  Stock.  Before taking any action which would
cause an  adjustment  effectively  reducing  the  portion of the  Warrant  Price
allocable to each share of Common  Stock below the then nominal  value per share
of Common Stock  issuable upon  exercise of the Warrants,  the Company will take
any corporate  action which may, in the opinion of its counsel,  be necessary in
order  that  the  Company  may  validly  and  legally   issue   fully-paid   and
nonassessable Shares upon exercise of the Warrants.

     7.6.  Independent  Public  Accountants.  The  Company  may retain a firm of
independent  public accountants in the United States (which may be any such firm
regularly  employed by the Company) to make any computation  required under this
Section  7, and a  certificate  signed by such  firm  shall be  evidence  of the
correctness of any computation made under this Section 7.

     7.7. Statement on Warrant Certificates.  Irrespective of any adjustments in
the  number of  securities  issuable  upon  exercise  of the  Warrants,  Warrant
certificates  theretofore or thereafter  issued may continue to express the same
number of securities as are stated in the similar Warrant certificates initially
issuable  pursuant to this Agreement.  However,  the Company may, at any time in
its  reasonable  discretion,  make  any  change  in  the  form  of  the  Warrant
certificate  that it may deem appropriate and that does not affect the substance
thereof; and any Warrant certificate hereafter issued, whether upon registration
of transfer  of, or in  exchange or  substitution  for, an  outstanding  Warrant
certificate, may be in the form so changed.




                                       10

<PAGE>




     Section 8. Fractional Interests. The Company shall not be required to issue
fractional  Shares upon the exercise of any Warrant.  If any fraction of a Share
would,  except for the  provisions of this Section 8 be issuable on the exercise
of any Warrant (or specified portion  thereof),  the Company shall pay an amount
in cash equal to the Market  Price (of the Common  Stock for the 20  consecutive
trading days  immediately  preceding the date the  certificates  evidencing  the
Warrants to be exercised  are received by the Company at its  principal  office)
multiplied by such fraction.

     Section 9. No Rights as  Shareholder;  Notices to  Warrantholders.  Nothing
contained in this  Agreement or in the Warrants shall be construed as conferring
upon the  Warrantholder  or any transferee of any rights as a shareholder of the
Company,  including  (without  limitation) the right to vote, receive dividends,
consent  or  receive  notices as a  shareholder  in  respect  of any  meeting of
shareholders  for the election of directors of the Company or any other  matter.
If,  however,  at any time prior to the  expiration of the Warrants and prior to
their exercise in full, any one or more of the following events shall occur:

          (a) any action which would require an  adjustment  pursuant to Section
     7.1 or 7.4; or

          (b) a  dissolution,  liquidation  or winding up of the Company  (other
     than in connection  with a  consolidation,  merger or sale of its property,
     assets and business as an entirety or  substantially  as an entirety) shall
     be proposed;

then the  Company  shall  give  notice in  writing  of such event to each of the
Warrantholders,  as provided in Section 12 hereof, at least 20 days prior to the
date fixed as the Record  Date.  Such notice  shall  specify  such Record  Date.
Failure to mail or receive  such notice or any defect  therein  shall not affect
the validity of any action taken with respect thereto.

     Section  10.  Restrictions  on  Transfer.   The  Warrantholder  agrees  and
undertakes that if the Warrantholder  proposes to sell or otherwise transfer any
Warrants or Shares  issuable upon exercise  thereof,  and if such Shares are not
then registered for resale pursuant to an effective registration statement under
the Securities Act, the Warrantholder proposing to make such transfer shall give
written  notice to the Company  describing  briefly the manner in which any such
proposed  transfer is to be made and no such  transfer  shall be made unless the
Company  shall  have  received  an  opinion  of  counsel  for the  Warrantholder
reasonably acceptable to the Company, that registration under the Securities Act
is not required with respect to such transfer.

     Section 11. Registration Rights.

     11.1 Registration Statement. The Company shall:




                                       11

<PAGE>




          (a)  promptly,  prepare  and file  with the  Securities  and  Exchange
     Commission (the  "Commission") a registration  statement (the "Registration
     Statement") covering the resale of the Shares issuable upon exercise of the
     Warrants by the Warrantholder  from time to time on the Nasdaq OTC Bulletin
     Board,  or on such  securities  market or system on which the Common  Stock
     shall then be publicly traded, or in privately negotiated transactions;

          (b) use its best efforts,  subject to receipt of necessary information
     from the  Warrantholder,  to cause  the  Registration  Statement  to become
     effective as soon as possible thereafter;

          (c)  prepare  and  file  with  the  Commission  such  supplements  and
     amendments  to the  Registration  Statement  and  the  prospectus  used  in
     connection  therewith as may be necessary to comply with the  provisions of
     the  Securities  Act until the later of such time as all of the Shares have
     been  sold  pursuant  thereto  or,  by  reason  of Rule  144(k)  under  the
     Securities  Act or any other rule of  similar  effect,  such  Shares are no
     longer required to be registered for the  unrestricted  sale thereof by the
     Warrantholder;

          (d) furnish to the Warrantholder such number of copies of prospectuses
     and preliminary  prospectuses  in conformity  with the  requirements of the
     Securities Act and such other documents as the Warrantholder may reasonably
     request, in order to facilitate the public sale or other disposition of all
     or any of the Shares held by the Warrantholder, provided, however, that the
     obligation of the Company to deliver copies of  prospectuses or preliminary
     prospectuses  to the  Warrantholder  shall be subject to the receipt by the
     Company  of  reasonable   assurances  from  the   Warrantholder   that  the
     Warrantholder will comply with the applicable  provisions of the Securities
     Act and of such other  securities  or blue sky laws as may be applicable in
     connection with any use of such prospectuses or preliminary prospectuses;

          (e)  file  documents  required  of the  Company  for  normal  blue sky
     clearance in all states,  provided,  however, that the Company shall not be
     required  to qualify to do business or consent to service of process in any
     jurisdiction in which it is not now so qualified or has not so consented;

          (f) bear all expenses in connection  with the procedures in paragraphs
     (a) through (e) of this Section 11.1,  other than brokerage  commissions or
     placement  agent fees and fees and  expenses,  if any,  of counsel or other
     advisers to the  Warrantholder  with respect to the registration and resale
     of the Shares; and

          (g) use its best efforts to have the  Registration  Statement  (or any
     supplement  or  amendment to the  Registration  Statement,  if  applicable)
     declared effective by the



                                       12

<PAGE>




     Commission as soon as practicable after the filing thereof, but in no event
     later than June 30,1998.

     11.2  Limitations on Transfer.  The  Warrantholder  agrees that it will not
effect any  disposition  of the Shares that would  constitute  a sale within the
meaning  of the  Securities  Act  except  as  contemplated  in the  Registration
Statements  referred to in Section  11.1 or pursuant to an  available  exemption
from registration under the Securities Act and applicable state securities laws,
and further that as a condition  to inclusion of the Shares in the  Registration
Statement the Warrantholder agrees to provide to the Company such information as
it may reasonably  request in order to include such Shares in such  Registration
Statement.

     11.3 Prospectus Delivery Requirements. The Warrantholder agrees not to make
any sale of the Shares,  pursuant to the Registration  Statement  referred to in
Section 11.1 without effectively  causing the prospectus  delivery  requirements
under the Securities Act to be satisfied.  The  Warrantholder  acknowledges that
there may  occasionally  be times when the Company  must  suspend the use of the
prospectus  forming a part of the  Registration  Statement until such time as an
amendment  to such  Registration  Statement  has been filed by the  Company  and
declared  effective  by the  Commission  or until the  Company  has  amended  or
supplemented such prospectus.  In the event that the Registration  Statement has
been  suspended,  the Company shall provide written notice of such suspension to
the selling shareholders listed in the Registration Statement. In the event that
such Registration Statement is no longer subject to such suspension, the Company
shall  provide  written  notice to such selling  Shareholders  that such Selling
Shareholder may thereafter effect sales pursuant to said Registration Statement.


     11.4 Indemnification and Contribution.

          (a) For the purpose of this Section 11.4:

          (i) the term  "Selling  Shareholder"  shall  mean any person or entity
          selling Common Stock pursuant to the Registration  Statement,  and any
          affiliate thereof;

          (ii) the term  "Registration  Statement" shall include any preliminary
          prospectus,   final  prospectus,   exhibit,  supplement  or  amendment
          included in or relating to the Registration Statement; and

          (iii) the term "untrue  statement"  shall mean any untrue statement or
          alleged  untrue  statement  of a  material  fact  in the  Registration
          Statement,  or any  omission  or  alleged  omission  to  state  in the
          Registration  Statement a material fact required to be stated  therein
          or  necessary  to make the  statements  therein,  in the  light of the
          circumstances under which they were made, not misleading.



                                       13

<PAGE>




          (b) The Company  agrees to indemnify  and hold  harmless  each Selling
     Shareholder from and against any losses,  claims, damages or liabilities to
     which such Selling Shareholder may become subject (under the Securities Act
     or otherwise)  insofar as such losses,  claims,  damages or liabilities (or
     actions or proceedings in respect thereof) arise out of, or are based upon,
     any untrue statement, or arise out of any failure by the Company to fulfill
     any undertaking included herein or in the Registration  Statement,  and the
     Company  promptly will reimburse such Selling  Shareholder for any legal or
     other expenses reasonably incurred in investigating, defending or preparing
     to defend any such action, proceeding or claim; provided, however, that the
     Company  shall not be liable in any such case to the extent that such loss,
     claim,  damage or  liability  arises  out of, or is based  upon,  an untrue
     statement made in reliance upon and in conformity with written  information
     furnished  to the  Company  by or on  behalf  of such  Selling  Shareholder
     specifically for use in preparation of the Registration  Statement,  or the
     failure  of such  Selling  Shareholder  to comply  with the  covenants  and
     agreements  contained herein;  provided further,  that the  indemnification
     contained in this Section 11.4 with respect to any prospectus  after it has
     been amended or supplemented, shall not inure to the benefit of any Selling
     Shareholder (or any person controlling such Selling  Shareholder) from whom
     the person  asserting such loss,  claim,  damage,  or liability  shall have
     purchased  Common  Stock,  that are the subject  thereof if,  after  copies
     thereof have been  delivered  by the Company to such  Selling  Shareholder,
     such  Selling  Shareholder  shall have failed to send or give a copy of the
     prospectus  as then  amended or  supplemented,  as the case may be, to such
     person at or prior to the  confirmation  of such sale of such Common Stock,
     to such person,  and, if such loss,  claim,  damage or liability  would not
     have arisen but for the failure of such Selling  Shareholder to deliver the
     same.

          (c) The  Warrantholder  agrees  to  indemnify  and hold  harmless  the
     Company (and each other person, if any, who controls the Company within the
     meaning of Section 15 of the  Securities  Act,  each officer of the Company
     who signs the Registration Statement and each director of the Company) from
     and against any losses, claims, damages or liabilities to which the Company
     (or any such officer,  director or  controlling  person) may become subject
     (under the Securities Act or  otherwise),  insofar as such losses,  claims,
     damages or liabilities (or actions or proceedings in respect thereof) arise
     out of, or are based upon, any failure of the  Warrantholder to comply with
     its covenants and agreements  contained  herein, or any untrue statement if
     such untrue  statement  was made in reliance  upon and in  conformity  with
     written  information  furnished  by  or  on  behalf  of  the  Warrantholder
     specifically for use in preparation of the Registration Statement,  and the
     Warrantholder  promptly  will  reimburse  the  Company  (or  such  officer,
     director or controlling person), as the case may be, for any legal or other
     expenses  reasonably  incurred in investigating,  defending or preparing to
     defend any such action, proceeding or claim.




                                       14

<PAGE>




          (d) Promptly after receipt by any indemnified  person of a notice of a
     claim or the beginning of any action in respect of which indemnity is to be
     sought against an  indemnifying  person pursuant to this Section 11.4, such
     indemnified person shall notify the indemnifying  person in writing of such
     claim or of the commencement of such action, and, subject to the provisions
     hereinafter  stated,  in case any such action  shall be brought  against an
     indemnified  person and such  indemnifying  person shall have been notified
     thereof, such indemnifying person shall be entitled to participate therein,
     and,  to the extent it shall  wish,  to assume the  defense  thereof,  with
     counsel reasonably  satisfactory to such indemnified  person.  After notice
     from the indemnifying  person to such indemnified person of its election to
     assume the defense thereof, such indemnifying person shall not be liable to
     such  indemnified  person for any legal expenses  subsequently  incurred by
     such  indemnified  person in connection  with the defense  thereof.  In the
     event that the  indemnifying  party  shall have  assume the defense of such
     action,  such  indemnifying  party shall not enter into any  compromise  or
     settlement  without the indemnified  party's prior written  consent,  which
     consent shall not be unreasonably withheld, delayed or denied.

          (e) In  order  to  provide  for just  and  equitable  contribution  in
     circumstances  in which the  indemnification  provided  for in this Section
     11.4 is due in  accordance  with its terms but for any reason is held to be
     unavailable  or  insufficient  to hold harmless an indemnified  party,  the
     Company on the one hand and the  Warrantholder  on the other hand shall, in
     lieu of indemnifying  such indemnified  party,  contribute to the aggregate
     losses,  claims,  damages or  liabilities  referred to in this Section 11.4
     (including  costs  of  any  investigation  and  legal  and  other  expenses
     reasonably  incurred  in  connection  therewith,  and  any  amount  paid in
     settlement of, any action,  suit or proceeding or any claims asserted),  in
     such  proportions  as is  appropriate  to  reflect  the  relative  benefits
     received by the Company and the  Warrantholder  from any offering of Common
     Stock  and the  relative  fault of the  Company  and the  Warrantholder  in
     connection  with the statements or omissions which resulted in such losses,
     claims,  damages,  liabilities  or expenses,  as well as any other relevant
     equitable  considerations.  The  relative  fault  of the  Company  and  the
     Warrantholder  shall be  determined  by reference  to, among other  things,
     whether  the  untrue or alleged  untrue  statement  of a  material  fact or
     omission related to information supplied by the Company (including for this
     purpose information supplied by any officer, director, employee or agent of
     the  Company) or to written  information  furnished to the Company by or on
     behalf of the Warrantholder  specifically for use in the preparation of the
     Registration  Statement or any amendment thereof or supplement thereto, and
     the  parties'  relative  intent,  knowledge,   access  to  information  and
     opportunity   to  correct   or  prevent   such   statement   or   omission.
     Notwithstanding  the  provisions  of this Section 11.4 in no case shall the
     Warrantholder  be liable  or  responsible  for any  amount in excess of the
     proceeds  received by the  Warrantholder  from the sale of the Registerable
     Shares included in the Registration Statement,  provided,  however, that no
     person  guilty of  fraudulent  misrepresentation  (within  the  meaning  of
     Section 11(f) of the Securities Act)



                                       15

<PAGE>




     shall be  entitled  to  contribution  from any person who was not guilty of
     such fraudulent misrepresentation.  For purposes of this Section 11.4, each
     person,  if any,  who  controls  the  Warrantholder  within the  meaning of
     Section 15 of the  Securities  Act or Section 20(a) of the  Securities  and
     Exchange Act of 1934, as amended (the  "Exchange  Act") shall have the same
     rights to contribution as the  Warrantholder,  and each person, if any, who
     controls the Company within the meaning of the Section 15 of the Securities
     Act or Section  20(a) of the Exchange Act, each director of the Company and
     each  officer  of the  Company  who  shall  have  signed  the  Registration
     Statement  shall  have the same  rights  to  contribution  as the  Company,
     subject to the  immediately  preceding  sentence of this Section 11.4.  Any
     party entitled to  contribution  will,  promptly after receipt of notice of
     commencement  of any  action,  suit or  proceeding  against  such  party in
     respect of which a claim for contribution may be made against another party
     or parties under this Section 11.4,  notify such party or parties from whom
     contribution  may be sought,  and the  omission  so to notify such party or
     parties from whom  contribution  may be sought  shall  relieve the party or
     parties from whom  contribution may be sought (if such party was unaware of
     such action,  suit, or  proceeding  and was  materially  prejudiced by such
     omission)  from any  liability  under this Section  11.4,  but not from any
     other  obligation  it or they may have  hereunder  or other than under this
     Section 11.4. No party shall be liable for contribution with respect to the
     settlement of any action,  suit,  proceeding or claim effected  without its
     written  consent.  The  obligations  of  the  Warrantholder  to  contribute
     pursuant to this Section 11.4 are several in proportion  to its  respective
     number of Registerable  Shares included in the  Registration  Statement and
     not joint.

     11.5  Elimination  of Transfer  Restrictions.  The  limitations  imposed by
Section 11.2 upon the transferability of the Shares shall cease and terminate as
to any particular Shares when such Shares shall have been effectively registered
under the  Securities Act and sold or otherwise  disposed of in accordance  with
the intended method of disposition set forth in the Registration Statement or at
such time as an  opinion of counsel  of the  Warrantholder  satisfactory  to the
Company  shall have been rendered to the effect that such  restrictions  are not
necessary in order to comply with the Securities Act.

     11.6 Furnishing of Information. The Company shall:

          (a) make and keep  public  information  available,  as those terms are
     understood  and defined in Rule 144  promulgated  under the  Securities Act
     ("Rule 144");

          (b) file with the  Commission 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 the Warrantholder, promptly upon request, (i) a written
     statement  by  the  Company  that  it  has  complied   with  the  reporting
     requirements of the Securities Act



                                       16

<PAGE>




     and the  Exchange  Act,  (ii) a copy of the most recent  annual or periodic
     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 to
     permit  the  Warrantholder  to sell such  securities  pursuant  to Rule 144
     without registration.

     Section 12.  Notices.  Any notice  pursuant to this  Agreement  shall be in
writing  and shall be deemed to have been duly  given (i) if given by  facsimile
transmission  on the  business  day on  which  such  transmission  is  sent  and
confirmed, (ii) if given by air courier, two business days following the date it
was sent or (iii) if mailed by certified  mail,  return receipt  requested,  ten
business  days  following  the date it was mailed,  to the  following  addresses
(unless another address is herein specified):

     If to the Warrantholder:

     To the address of the Warrantholder as shown on the books of the Company.

         If to the Company, addressed to:
         Casdim International Systems Inc.
         150 East 58th Street
         New York, New York 10155
         Attention: President
         Facsimile#: (212) 829-1705

Each  party may from time to time  change  the  address  or fax  number to which
notices to it are to be  delivered or mailed  hereunder by notice in  accordance
herewith to the other party.

     Section 13. Successors.  All the covenants and provisions of this Agreement
by or for the benefit of the Company and the Warrantholder  shall bind and inure
to the benefit of their respective successors and assigns.

     Section 14. Applicable Law. This Agreement shall be deemed to be a contract
made  under  the laws of the  state of New  York and for all  purposes  shall be
construed in accordance  with the internal laws of said sate (without  reference
to its rules as to conflicts of laws).

     Section 15. Benefits of this Agreement.  Nothing in this Agreement shall be
construed  to give to any person or  corporation  other than the Company and the
Warrantholder  any  legal  or  equitable  right,  remedy  or  claim  under  this
Agreement.  This  Agreement  shall be for the sole and exclusive  benefit of the
Company and the Warrantholder.




                                       17

<PAGE>





     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed, all as of the date and year first above written.


                                            CASDIM INTERNATIONAL SYSTEMS INC.



                                            By: _______________________________
                                                     Yehuda Shimshon
                                                     President











                                       18

<PAGE>









                  "THE WARRANTS REPRESENTED BY THIS CERTIFICATE,  AND THE COMMON
                  STOCK ISSUABLE UPON EXERCISE OF SUCH  WARRANTS,  HAVE NOT BEEN
                  REGISTERED  UNDER THE UNITED STATES  SECURITIES ACT OF 1933 OR
                  THE SECURITIES  LAWS OF ANY STATE OF THE UNITED  STATES.  SUCH
                  WARRANTS  MAY NOT BE SOLD,  ASSIGNED,  EXCHANGED  OR OTHERWISE
                  TRANSFERRED  IN ANY  MANNER AND SUCH  COMMON  STOCK MAY NOT BE
                  OFFERED FOR SALE,  SOLD OR  TRANSFERRED IN THE ABSENCE OF SUCH
                  REGISTRATION  OR AN  OPINION OF  COUNSEL  SATISFACTORY  TO THE
                  COMPANY  THAT  AN   EXEMPTION   FROM  SUCH   REGISTRATION   IS
                  AVAILABLE."




                                                      Warrant Certificate No. __


                        CASDIM INTERNATIONAL SYSTEMS INC.

                            (ORGANIZED UNDER THE LAWS
                            OF THE STATE OF DELAWARE)

                        WARRANTS TO PURCHASE COMMON STOCK

     This certifies that, for value received,  [ ] (the  "Warrantholder") is the
registered  owner of 100,000  warrants (the  "Warrants") to purchase from Casdim
International  Systems  Inc.  (the  "Company"),  at any time prior to 5:00 p.m.,
Eastern Time, on March 16, 2000 (the  "Termination  Date"),  one share of common
stock of the  Company,  par value  $0.01 per share  (the  "Common  Stock") at an
initial  purchase price equal to 80% of the average  closing bid and asked price
of the Company's  Common Stock as reported by the Nasdaq  Bulletin Board (and if
not  quoted on the Nasdaq  Bulletin  Board as  reported  by  National  Quotation
Bureau) on September  17, 1998 (the "Warrant  Price").  The Warrants are subject
to, and each Warrantholder, by acceptance of this certificate,  consents to, all
the terms and provisions of, the Warrant  Agreement  dated as of March 17, 1998,
by and between the Company and the Warrantholder, pursuant to which



                                                         

<PAGE>




the Warrants were issued (the "Warrant  Agreement").  Any capitalized terms used
herein and not defined herein shall have the meanings  assigned to such terms in
the Warrant Agreement. The Termination Date may be extended for a further period
as provided in Section 3 of the Warrant Agreement.

     The  Warrants  evidenced  hereby  may be  exercised  in whole or in part by
presentation  of this Warrant  Certificate  with the  Purchase  Form herein duly
executed,  and  simultaneous  payment  of the  Warrant  Price  for each  Warrant
exercised,  at the principal office of the Company.  Payment of such price shall
be made at the option of each Warrantholder in cash or by certified or cashier's
check.

     Upon any partial exercise of the Warrants evidenced hereby,  there shall be
signed and issued to the  Warrantholder  effecting  such partial  exercise a new
Warrant  Certificate  in respect of the  Common  Stock as to which the  Warrants
evidenced hereby shall not have been exercised.  These Warrants may be exchanged
at the office of the Company by surrender of this Warrant  Certificate  properly
endorsed for one or more new Warrants of the same aggregate  number of shares of
Common  Stock  as here  evidenced  by the  Warrant  or  Warrants  exchanged.  No
fractional  shares of Common Stock will be issued upon the exercise of rights to
purchase  hereunder,  but the Company  shall pay the cash value of any  fraction
upon the exercise of one or more Warrants.  These Warrants are  transferable  at
the office of the Company in the manner and subject to the limitations set forth
in the Warrant Agreement.

     This Warrant  Certificate does not entitle any  Warrantholder to any of the
rights of a shareholder of the Company.

                     [This space intentionally left blank.]




                                       2

<PAGE>






                                               CASDIM INTERNATIONAL SYSTEMS INC.


                                               By: _______________________
                                                    Yehuda Shimshon
                                                     President



ATTEST:

By: ____________________________



Dated: March 17, 1998



                                        3

<PAGE>




                                  PURCHASE FORM

Casdim International Systems Inc.
150 East 58th Street
New York, New York 10155

     Pursuant  to Section 3 of the Warrant  Agreement,  the  undersigned  hereby
irrevocably elects to exercise the right of purchase represented by this Warrant
Certificate for, and to purchase  thereunder,  __________ shares of Common Stock
provided for therein,  and requests that  certificates  for such Common Stock be
issued in the name of:

                       -----------------------------------
  (Please Print or Type Name(s), Address and Taxpayer Identification Number(s))

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

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

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

If this Warrant Certificate is hereby being exercised with respect to fewer than
all the shares of Common  Stock  specified  herein,  please  issue a new Warrant
Certificate for the unexercised balance of the Warrants,  registered in the name
of the  undersigned  Warrantholder  or  his  assignee  as  below  indicated  and
delivered to the address stated below.

Dated: _______________________

Name of Warrantholder(s)
    or Assignee(s) (Please Print):  _____________________________

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

Address (Please Print): ______________________________________

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

Signature(s):     ____________________________________________

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

                  Note: The above  signature(s) must correspond exactly with the
         name(s) as written upon the face of this Warrant  Certificate,  without
         alteration or enlargement or any change whatever, unless these Warrants
         have been assigned.




                                        1

<PAGE>




                                   ASSIGNMENT
                 (To be signed only upon assignment of Warrants)

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

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

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

     (Name(s) and Address(es) of Assignee(s) Must be Printed or Typewritten)

the  within   Warrants,   hereby   irrevocably   constituting   and   appointing
________________________  the  undersigned's  attorney-in-fact  to transfer said
Warrants on the books of the Company, with full power of substitution.


Dated:  __________              ___________________________________

                                -----------------------------------
                                Signature(s) of Registered Holder(s)


                  Note: The above  signature(s) must correspond exactly with the
         name(s) as written upon the face of this Warrant  Certificate,  without
         alteration or enlargement or any change whatever.





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