IDM ENVIRONMENTAL CORP.


                                       AND


                           ROCHON CAPITAL GROUP, LTD.



                                WARRANT AGREEMENT



                          Dated as of February 11, 1997


<PAGE>
     WARRANT  AGREEMENT,  dated  as of  February  11,  1997 by and  between  IDM
ENVIRONMENTAL  CORP.,  a New  Jersey  corporation  (the  "Company"),  and ROCHON
CAPITAL GROUP, LTD. (the "Placement Agent").

     The  Company  proposes  to issue to the  Placement  Agent the  warrants  as
hereinafter  described  (the  "Warrants")  to purchase  100,000 shares of common
stock of the Company,  $.001 par value per share  ("Common  Stock"),  subject to
adjustment as provided in Section 8 hereof (such number of shares,  as adjusted,
being  hereinafter  referred to as the  "Shares"),  each Warrant  entitling  the
holder ("Holder") thereof to purchase one share of Common Stock. All capitalized
terms used herein and not otherwise  defined herein shall have the same meanings
as assigned  thereto in that certain  Placement  Agency  Agreement,  dated as of
February 10, 1997, by and between the Company and the Placement Agent.

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
set forth herein and for other good and valuable consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. Issuance of Warrants;  Form of Warrant.  On the Closing Date the Company
will issue,  sell and deliver the  Warrants to the  Placement  Agent or its bona
fide officers or principals. The form of the Warrant and of the form of Election
to  Purchase  to be  attached  thereto  shall be  substantially  as set forth on
Exhibit A attached  hereto.  The  Warrants  shall be  executed  on behalf of the
Company  by the  manual or  facsimile  signature  of the  present  or any future
Chairman or Co-Chairman,  President or any Vice President of the Company,  under
its  corporate  seal,  affixed or in  facsimile,  and  attested by the manual or
facsimile  signature  of  the  present  or any  future  Secretary  or  Assistant
Secretary of the Company.

     2. Registration.  The Warrants shall be numbered and shall be registered in
a Warrant  register (the "Warrant  Register").  The Company shall be entitled to
treat the registered  holder of any Warrant on the Warrant Register as the owner
in fact  thereof  for all  purposes  and  shall  not be bound to  recognize  any
equitable or other claim to or interest in such Warrant on the part of any other
person, and shall not be liable for any registration or transfer of Warrants


                                       -1-
<PAGE>
which are  registered  or are to be registered in the name of a fiduciary or the
nominee of a fiduciary unless made with the actual knowledge that a fiduciary or
nominee is  committing  a breach of trust in  requesting  such  registration  or
transfer,  or with such knowledge of such facts that its  participation  therein
amounts to bad faith. The Warrants shall be registered  initially in the name of
the Placement Agent in such  denominations as the Placement Agent may request in
writing  to the  Company;  provided,  however,  that  the  Placement  Agent  may
designate  that all or a portion of the  Warrants  be issued in varying  amounts
directly  to its bona  fide  officers  or  principals  and not to  itself.  Such
designation  will only be made by the Placement Agent if it determines that such
issuances would not violate the  interpretation of the Board of Governors of the
National Association of Securities Dealers,  Inc. (the "NASD"),  relating to the
review of corporate financing arrangements.

     3.  Transfer  of  Warrants.  The  Holder of a Warrant  Certificate,  by its
acceptance thereof,  acknowledges that the Warrants are "restricted  securities"
which have not been registered under the Securities Act of 1933, as amended (the
"Securities  Act"),  and  represents  that the Warrants are being acquired as an
investment and not with a view to the distribution thereof and will not transfer
such  Warrants,   except  to  bona  fide  officers,   directors,   shareholders,
principals,  employees or registered  representatives of the Holder upon written
request to the Company  delivered in accordance  with Section 12 hereof and upon
delivery of the Warrant  Certificate  duly endorsed by the Holder or by his duly
authorized  attorney or  representative,  or accompanied  by proper  evidence of
succession,  assignment or authority to transfer. In all cases of transfer by an
attorney,  the original power of attorney,  duly  approved,  or an official copy
thereof,  duly  certified,  shall  be  deposited  with the  Company.  In case of
transfer by executors, administrators, guardians or other legal representatives,
duly  authenticated  evidence of their authority  shall be produced,  and may be
required  to  be  deposited  with  the  Company  in  its  discretion.  Upon  any
registration of transfer, the Company shall deliver a new Warrant or Warrants to
the persons entitled thereto. The Warrants may be exchanged at the option of the
Holder thereof for other Warrants of different denominations,  of like tenor and
representing in the aggregate the right to purchase a like number of shares of


                                       -2-
<PAGE>
Common Stock upon  surrender to the Company or its duly  authorized  agent.  The
Company may  require  payment of a sum  sufficient  to cover all taxes and other
governmental  charges  that may be  imposed  in  connection  with any  voluntary
transfer,  exchange or other  disposition of the Warrants.  Notwithstanding  the
foregoing,  the  Company  shall  have no  obligation  to  cause  Warrants  to be
transferred  on its books to any  person,  if such  transfer  would  violate the
Securities Act or applicable state securities laws.

     4. Exercise of Warrants.

          (a) Term of Warrants;  Exercise of Warrants.  The  Placement  Agent is
     hereby granted 100,000 Warrants. Each Warrant entitles the registered owner
     thereof to purchase one Share at a purchase  price equal to one hundred and
     fifty percent  (150%) of the average  closing bid price of the Common Stock
     (the "Closing Date  Average") as calculated  over the five (5)  trading-day
     period  ending on the Closing Date (as adjusted  from time to time pursuant
     to the provisions hereof, the "Exercise Price"). The Exercise Price and the
     Shares  issuable upon  exercise of Warrants are subject to adjustment  upon
     the occurrence of certain  events,  pursuant to the provisions of Section 8
     of this Agreement. Subject to the provisions of this Agreement, each Holder
     shall have the right, which may be exercised for a period of four (4) years
     commencing on the first  anniversary  of the Closing Date, to purchase from
     the  Company  (and the  Company  shall  issue and sell to such  Holder) the
     number of fully paid and  nonassessable  shares  (rounded up to the nearest
     full share) specified in such Warrants,  upon surrender to the Company,  or
     its duly authorized  agent, of such Warrants,  with the form of Election to
     Purchase  attached  thereto  duly  completed  and signed,  with  signatures
     guaranteed by a member firm of a national securities exchange, a commercial
     bank (not a savings bank or savings and loan  association) or trust company
     located  in the United  States or a member of the NASD and upon  payment to
     the Company of the  Exercise  Price,  as adjusted  in  accordance  with the
     provisions of Section 8 of this Agreement, for the number of Shares in


                                      -3-
<PAGE>
     respect of which such Warrants are then exercised. Payment of such Exercise
     Price may be made in cash or by  certified  check or  official  bank  check
     payable to the order of the Company.  No  adjustment  shall be made for any
     dividends  on any Shares  issuable  upon  exercise of a Warrant.  Upon each
     surrender of Warrants and payment of the Exercise  Price as aforesaid,  the
     Company shall issue and cause to be delivered with all reasonable  dispatch
     to or upon the  written  order of the Holder of such  Warrants  and in such
     name or names as such Holder may designate,  a certificate or  certificates
     for the  number  of full  Shares so  purchased  upon the  exercise  of such
     Warrants.  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 the
     surrender  of Warrants  and  payment of the  Exercise  Price as  aforesaid;
     provided,  however,  that if, at the date of surrender of such Warrants and
     payment of such Exercise Price,  the transfer books for the Common Stock or
     other class of securities issuable upon the exercise of such Warrants shall
     be closed, the certificates for the Shares shall be issuable as of the date
     on which  such books  shall next be opened and until such date the  Company
     shall  be  under  no duty to  deliver  any  certificate  for  such  Shares;
     provided,  further,  however,  that the  transfer  books of record,  unless
     otherwise required by law, shall not be closed at any one time for a period
     longer  than twenty (20) days.  The rights of purchase  represented  by the
     Warrants shall be  exercisable,  at the election of the Holder(s)  thereof,
     either  in full or from time to time in part  and,  in the  event  that any
     Warrant is  exercised  in  respect of less than all of the Shares  issuable
     upon such  exercise,  a new  Warrant  or  Warrants  will be issued  for the
     remaining number of Shares specified in the Warrant so surrendered.

          (b)  Exercise by  Surrender  of Warrant.  In addition to the method of
     payment set forth in  subsection  (a) above and in lieu of any cash payment
     required thereunder, the Holder of the Warrants shall have the right at any
     time and from time to time to exercise the Warrants in full or in part by


                                      -4-
<PAGE>
     surrendering the Warrant in the manner specified in the Warrant in exchange
     for the number of Shares  equal to the  product of (x) the number of shares
     as to which the Warrants are being exercised  multiplied by (y) a fraction,
     the numerator of which is the Market Price (as defined below) of the Shares
     less the Exercise Price and the  denominator of which is such Market Price.
     Solely  for the  purposes  of this  paragraph,  Market  Price  shall be the
     average  closing bid price of the Common Stock as calculated  over the five
     (5) trading-day period preceding the date on which the Election to Purchase
     is sent to the Company.

     5. Payment of Taxes.  The Company will pay all documentary  stamp taxes, if
any,  attributable  to the  issuance  of Shares upon the  exercise of  Warrants;
provided,  however,  that the  Company  shall not be  required to pay any tax or
taxes which may be payable in respect of any  transfer  involved in the issue or
delivery of any  certificates for Shares in a name other than that of the Holder
of Warrants in respect of which such Shares are issued.

     6.  Mutilated or Missing  Warrants.  In case any of the  Warrants  shall be
mutilated,  lost,  stolen or  destroyed,  the Company shall issue and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant, or
in lieu of and  substitution  for the Warrant lost,  stolen or destroyed,  a new
Warrant of like tenor and representing an equivalent right or interest, but only
upon  receipt  of  evidence  reasonably  satisfactory  to the  Company  of  such
mutilation,  loss,  theft or  destruction  of such  Warrant  and  indemnity,  if
requested,  reasonably  satisfactory  to the  Company.  An  applicant  for  such
substitute Warrants shall also comply with such other reasonable regulations and
pay such other reasonable charges and expenses as the Company may prescribe.

     7.  Reservation of Shares,  etc. There have been reserved,  and the Company
shall at all times keep  reserved,  out of the  authorized  and unissued  Common
Stock of the Company,  a number of shares of Common Stock  sufficient to provide
for the  exercise  of the  rights of  purchase  represented  by the  outstanding
Warrants. Continental Stock Transfer & Trust Company, transfer agent for the


                                      -5-
<PAGE>
Common Stock (the "Transfer  Agent"),  and every  subsequent  transfer agent, if
any, for the  Company's  securities  issuable  upon the exercise of the Warrants
will be irrevocably  authorized and directed at all times to reserve such number
of authorized  and unissued  shares as shall be required for such  purpose.  The
Company will keep a copy of this  Agreement on file with the Transfer  Agent and
with every subsequent transfer agent for any shares of the Company's  securities
issuable upon the exercise of the Warrants. The Company will supply the Transfer
Agent or any subsequent transfer agent with duly executed  certificates for such
purpose.  All  Warrants  surrendered  in  the  exercise  of the  rights  thereby
evidenced  shall  be  canceled,  and such  canceled  Warrants  shall  constitute
sufficient  evidence  of the  number of Shares  that have been  issued  upon the
exercise of such Warrants.

     8.  Adjustments of Exercise Price and Number of Shares.  The Exercise Price
and the number and kind of  securities  issuable  upon  exercise of each Warrant
shall be subject to  adjustment  from time to time upon the happening of certain
events, as follows:

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


                                       -6-
<PAGE>
          (b) In case the Company shall issue rights, options or warrants to all
     holders of its shares of Common Stock,  without any charge to such holders,
     entitling them (for a period  expiring within 45 days after the record date
     mentioned  below in this  paragraph  (b)) to  subscribe  for or to purchase
     shares of Common  Stock at a price  per share  that is lower at the  record
     date mentioned below than the then current market price per share of Common
     Stock (as defined in paragraph (d) below),  the number of Shares thereafter
     purchasable   upon   exercise  of  each  Warrant  shall  be  determined  by
     multiplying the number of Shares  theretofore  purchasable upon exercise of
     each Warrant by a fraction,  of which the numerator  shall be the number of
     shares of Common Stock  outstanding  on such record date plus the number of
     additional shares of Common Stock offered for subscription or purchase, and
     of which the  denominator  shall be the  number  of shares of Common  Stock
     outstanding  on such  record  date  plus the  number  of  shares  which the
     aggregate  offering  price of the total number of shares of Common Stock so
     offered would purchase at the then current market price per share of Common
     Stock.  Such  adjustment  shall be made  whenever  such rights,  options or
     warrants  are  issued,   and  shall  become   effective   retroactively  to
     immediately  after the record date for the  determination  of  shareholders
     entitled to receive such rights, options or warrants.

          (c) In case the Company shall  distribute to all holders of its shares
     of Common Stock shares of stock other than Common Stock or evidences of its
     indebtedness   or  assets   (excluding   cash  dividends   payable  out  of
     consolidated  earnings or retained  earnings and dividends or distributions
     referred  to in  paragraph  (a) above) or rights,  options or  warrants  or
     convertible or  exchangeable  securities  containing the right to subscribe
     for or purchase  shares of Common  Stock  (excluding  those  referred to in
     paragraph  (b)  above),  then in each case the number of Shares  thereafter
     issuable  upon  the  exercise  of  each  Warrant  shall  be  determined  by
     multiplying the number of Shares theretofore  issuable upon the exercise of
     each Warrant,  by a fraction,  of which the numerator  shall be the current
     market price per share of Common Stock (as defined in paragraph  (d) below)
     on the record date mentioned  below in this paragraph (c), and of which the
     denominator shall be the current market price per share of Common Stock on


                                       -7-
<PAGE>
     such record date,  less the then fair value (as determined in good faith by
     the  Board  of  Directors  of the  Company,  whose  determination  shall be
     conclusive)  of the portion of the shares of stock other than Common  Stock
     or  assets  or  evidences  of   indebtedness  so  distributed  or  of  such
     subscription  rights,  options  or  warrants,  or of  such  convertible  or
     exchangeable  securities  applicable  to one  share of Common  Stock.  Such
     adjustment shall be made whenever any such  distribution is made, and shall
     become  effective on the date of  distribution  retroactive  to immediately
     after the record date for the  determination  of  shareholders  entitled to
     receive such distribution.

          (d) For the purpose of any computation under paragraphs (b) and (c) of
     this  Section 8, the current  market price per share of Common Stock at any
     date (the "Current Market Price") shall be the average of the daily closing
     prices for fifteen (15)  consecutive  trading days  commencing  twenty (20)
     trading  days before the date of such  computation.  The closing  price for
     each day shall be the last reported sale price or, in case no such reported
     sale takes  place on such day,  the  average of the  closing  bid and asked
     prices for such day, in either case on the  principal  national  securities
     exchange on which the shares are listed or admitted to trading,  or if they
     are not listed or admitted to trading on any national securities  exchange,
     but are traded in the  over-the-counter  market,  the closing sale price of
     the Common Stock or, in case no sale is publicly  reported,  the average of
     the representative closing bid and asked quotations for the Common Stock on
     the Nasdaq system or any comparable  system,  or if the Common Stock is not
     listed on the Nasdaq system or a comparable  system, the closing sale price
     of the Common Stock or, in case no sale is publicly  reported,  the average
     of the closing bid and asked prices as furnished by two members of the NASD
     selected from time to time by the Company for that purpose.

          (e) No adjustment in the number of Shares purchasable  hereunder shall
     be required unless such adjustment would require an increase or decrease of
     at least one  percent  (1%) in the  number of Shares  purchasable  upon the
     exercise of each Warrant; provided, however, that any adjustments which by


                                      -8-
<PAGE>
     reason of this  paragraph  (e) are not required to be made shall be carried
     forward and taken into account in any  subsequent  adjustment but not later
     than three years after the happening of the specified event or events.  All
     calculations shall be made to the nearest one thousandth of a share.

          (f)  Whenever  the number of Shares  purchasable  upon the exercise of
     each Warrant is adjusted,  as herein provided,  the Exercise Price shall be
     adjusted by multiplying the Exercise Price in effect  immediately  prior to
     such  adjustment by a fraction,  of which the numerator shall be the number
     of Shares  purchasable upon the exercise of each Warrant  immediately prior
     to such  adjustment,  and of which the  denominator  shall be the number of
     Shares so purchasable immediately thereafter.

          (g) For the  purpose  of this  Section  8, the term  "shares of Common
     Stock" shall mean (i) the class of stock  designated as the Common Stock of
     the Company at the date of this  Agreement or (ii) any other class of stock
     resulting  from  successive  changes or  reclassifications  of such  shares
     consisting  solely of  changes  in par  value,  or from no par value to par
     value, or from par value to no par value. In the event that at any time, as
     a result of an adjustment made pursuant to paragraph (a) above, the Holders
     shall  become  entitled  to  purchase  any shares of  capital  stock of the
     Company  other than shares of Common Stock,  thereafter  the number of such
     other shares so purchasable  upon exercise of each Warrant and the Exercise
     Price of such shares 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 Shares  contained  in  paragraphs  (a)  through  (f),
     inclusive,  and paragraphs (h) through (m),  inclusive,  of this Section 8,
     and the  provisions of Sections 4, 5, 7 and 10, with respect to the Shares,
     shall apply on like terms to any such other shares.

          (h) Upon the expiration of any rights, options, warrants or conversion
     rights  or  exchange  privileges,  if  any  thereof  shall  not  have  been
     exercised,  the  Exercise  Price and the  number of shares of Common  Stock
     purchasable upon the exercise of each Warrant shall,  upon such expiration,
     be readjusted and shall thereafter be such as it would have been had it


                                      -9-
<PAGE>
     originally been adjusted (or had the original adjustment not been required,
     as the case may be) as if (i) 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 rights or exchange
     privileges  and (ii) such shares of Common  Stock,  if any,  were issued or
     sold for the  consideration  actually  received  by the  Company  upon such
     exercise plus the aggregate consideration, if any, actually received by the
     Company for the  issuance,  sale or grant of all of such  rights,  options,
     warrants  or  conversion  rights  or  exchange  privileges  whether  or not
     exercised;  provided,  however,  that no such  readjustment  shall have the
     effect of  decreasing  the number of shares  issuable  upon the exercise of
     each Warrant or increasing the Exercise Price 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  rights or exchange
     privileges.

          (i) The Company  may, at its option at any time during the term of the
     Warrants,  reduce the then  current  Exercise  Price to any  amount  deemed
     appropriate by the Board of Directors of the Company.

          (j) Whenever the number of Shares  issuable  upon the exercise of each
     Warrant  or the  Exercise  Price of such  Shares  is  adjusted,  as  herein
     provided,  the Company  shall  promptly  mail by first class mail,  postage
     prepaid,  to each Holder,  notice of such  adjustment or  adjustments.  The
     Company shall retain a firm of independent  public  accountants (who may be
     the regular  accountants  employed by the Company) to make any  computation
     required by this  Section 8 and shall cause such  accountants  to prepare a
     certificate  setting forth the number of Shares  issuable upon the exercise
     of  each  Warrant  and  the  Exercise  Price  of  such  Shares  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  certificate  shall be conclusive as to the correctness of such
     adjustment and each Holder shall have the right to inspect such certificate
     during reasonable business hours.

          (k) Except as provided in this Section 8, no  adjustment in respect of
     any  dividends  shall  be made  during  the term of a  Warrant  or upon the
     exercise of a Warrant.


                                      -10-
<PAGE>
          (l) In case of any  consolidation of the Company with or merger of the
     Company  with  or  into  another  corporation  or in  case  of any  sale or
     conveyance  to another  corporation  of the  property  of the Company as an
     entirety or substantially as an entirety,  the Company or such successor or
     purchasing  corporation  (or an affiliate of such  successor or  purchasing
     corporation),  as the case may be,  agrees that each Holder  shall have the
     right  thereafter upon payment of the Exercise Price in effect  immediately
     prior to such action to purchase upon exercise of each Warrant the kind and
     amount of shares and other  securities and property  (including cash) which
     he would have owned or have been entitled to receive after the happening of
     such  consolidation,  merger,  sale or  conveyance  had such  Warrant  been
     exercised  immediately  prior  to  such  action.  The  provisions  of  this
     paragraph (l) shall similarly apply to successive consolidations,  mergers,
     sales or conveyances.

          (m) Notwithstanding any adjustment in the Exercise Price or the number
     or kind of shares purchasable upon the exercise of the Warrants pursuant to
     this  Agreement,  certificates  for Warrants  issued prior or subsequent to
     such  adjustment may continue to express the same price and number and kind
     of Shares as are initially issuable pursuant to this Agreement.

     9. Reserved.

     10. Registration Rights.

          (a) Demand Registration  Rights. The Company covenants and agrees with
     the Placement Agent and any other or subsequent  Holders of the Registrable
     Securities  (as defined in paragraph (f) of this Section 10) that,  subject
     to the availability of audited financial statements which would comply with
     Regulation S-X under the Securities  Act, upon written  request of the then
     Holder(s)  of at  least  a  majority  of the  Warrants  or the  Registrable
     Securities, or both, which were originally issued to the Placement Agent or
     its designees,  made at any time within the period  commencing one year and
     ending five years after the Closing Date, the Company will file as promptly


                                      -11-
<PAGE>
     as  practicable  and,  in any event,  within 60 days after  receipt of such
     written  request,  at its expense (other than the fees of counsel and sales
     commissions  for  such  Holders),  no  more  than  once,  a  post-effective
     amendment  (the  "Amendment")  to  a  registration   statement,  or  a  new
     registration  statement or a Regulation A Offering  Statement (an "Offering
     Statement")  under  the  Securities  Act,  registering  or  qualifying  the
     Registrable  Securities for sale.  Within fifteen (15) days after receiving
     any such notice,  the Company shall give notice to the other Holders of the
     Registrable  Securities  advising that the Company is proceeding  with such
     Amendment,  registration  statement or Offering  Statement  and offering to
     include  therein the  Registrable  Securities of such Holders.  The Company
     shall not be obligated  to any such other  Holder  unless such other Holder
     shall accept such offer by notice in writing to the Company within ten (10)
     days  thereafter.  The  Company  will use its  best  efforts,  through  its
     officers,  directors,  auditors  and  counsel in all matters  necessary  or
     advisable,   to  file  and  cause  to  become   effective  such  Amendment,
     registration statement or Offering Statement as promptly as practicable and
     for a  period  of nine  months  thereafter  to  reflect  in the  Amendment,
     registration statement or Offering Statement financial statements which are
     prepared in accordance with Section  10(a)(3) of the Securities Act and any
     facts or events arising that, individually, or in the aggregate,  represent
     a fundamental  and/or  material  change in the information set forth in the
     Amendment,  registration  statement  or  Offering  Statement  to enable any
     Holders of the  Warrants to either sell such  Warrants or to exercise  such
     Warrants and sell  Shares,  or to enable any holders of Shares to sell such
     Shares, during said nine-month period. The Holders may sell the Registrable
     Securities  pursuant  to  the  Amendment,  registration  statement  or  the
     Offering  Statement  without  exercising the Warrants.  If any registration
     pursuant to this paragraph (a) is an underwritten  offering, the Holders of
     a  majority  of  the   Registrable   Securities  to  be  included  in  such
     registration  shall be  entitled  to select  the  underwriter  or  managing
     underwriter  (in  the  case of a  syndicated  offering)  of such  offering,
     subject to the Company's approval which shall not be unreasonably withheld.

          (b) Piggyback  Registration  Rights.  The Company covenants and agrees
     with the Placement Agent and any other Holders or subsequent Holders of the
     Registrable  Securities  that if, at any time within the period  commencing


                                      -12-
<PAGE>
     one year and ending five years after the Closing  Date, it proposes to file
     a registration statement or Offering Statement with respect to any class of
     equity  or  equity-related  security  (other  than  in  connection  with an
     offering to the Company's  employees or in connection  with an acquisition,
     merger  or  similar  transaction)  under  the  Securities  Act in a primary
     registration on behalf of the Company and/or in a secondary registration on
     behalf of holders of such securities and the registration  form or Offering
     Statement  to be  used  may be used  for  registration  of the  Registrable
     Securities, the Company will give prompt written notice (which, in the case
     of a  registration  statement or  notification  pursuant to the exercise of
     demand  registration  rights other than those  provided in Section 10(a) of
     this Agreement,  shall be within ten (10) business days after the Company's
     receipt of notice of such exercise and, in any event,  shall be at least 30
     days  prior  to such  filing)  to the  Holders  of  Registrable  Securities
     (regardless of whether some of the Holders shall have  theretofore  availed
     themselves of the right provided in Section 10(a) of this Agreement) at the
     addresses  appearing on the records of the Company of its intention to file
     a registration statement or Offering Statement and will offer to include in
     such registration statement or Offering Statement all but not less than 20%
     of the  Registrable  Securities and limited,  in the case of a Regulation A
     offering,  to the amount of the available exemption,  subject to paragraphs
     (i) and (ii) of this paragraph  (b), such number of Registrable  Securities
     with  respect  to which the  Company  has  received  written  requests  for
     inclusion  therein  within  ten (10) days after the giving of notice by the
     Company.  All  registrations  requested  pursuant to this paragraph (b) are
     referred   to   herein  as   "Piggyback   Registrations".   All   Piggyback
     Registrations  pursuant  to this  paragraph  (b) will be made solely at the
     Company's  expense.  This  paragraph is not  applicable  to a  registration
     statement  filed by the Company with the  Commission on Forms S-4 or S-8 or
     any successor forms.

               (i)   Priority   on  Primary   Registrations.   If  a   Piggyback
          Registration  includes an underwritten  primary registration on behalf
          of such Company and the underwriter(s) for such offering determines in
          good  faith and  advises  the  Company in  writing  that in  its/their
          opinion the number of Registrable Securities requested to be included


                                      -13-
<PAGE>
          in such  registration  exceeds  the  number  that  can be sold in such
          offering without  materially  adversely  affecting the distribution of
          such  securities  by the  Company,  the Company  will  include in such
          registration  (A) first,  the securities that the Company  proposes to
          sell  and (B)  second,  the  Registrable  Securities  requested  to be
          included in such registration,  apportioned pro rata among the Holders
          of Registrable Securities, provided, however, the Company will use its
          best  efforts  to  include  not  less  than  20%  of  the  Registrable
          Securities,  and  (C)  third,  securities  of  the  holders  of  other
          securities requesting registration.

               (ii)  Priority  on  Secondary   Registrations.   If  a  Piggyback
          Registration consists only of an underwritten  secondary  registration
          on behalf of holders of securities of the Company (other than pursuant
          to Section 10(a)),  and the  underwriter(s)  for such offering advises
          the  Company  in  writing  that in  its/their  opinion  the  number of
          Registrable  Securities  requested to be included in such registration
          exceeds  the  number  which  can be  sold  in  such  offering  without
          materially  adversely affecting the distribution of such securities by
          the Company,  the Company will include in such registration (A) first,
          the  securities  requested  to be  included  therein  by  the  holders
          requesting such registration and the Registrable  Securities requested
          to be included in such  registration,  pro rata among all such holders
          on the basis of the number of shares  requested to be included by each
          such holder, provided,  however, the Company will use its best efforts
          to include not less than 20% of the  Registrable  Securities,  and (B)
          second,   other   securities   requested   to  be   included  in  such
          registration.

     Notwithstanding  the foregoing,  if any such underwriter shall determine in
good faith and  advise the  Company  in  writing  that the  distribution  of the
Registrable Securities requested to be included in the registration concurrently
with the securities being  registered by the Company would materially  adversely
affect the  distribution of such securities by the Company,  then the Holders of
such Registrable  Securities shall delay their offering and sale for such period
ending  on the  earliest  of (1) 90 days  following  the  effective  date of the
Company's  registration  statement,  (2) the day  upon  which  the  underwriting
syndicate, if any, for such offering shall have been disbanded or, (3) such date


                                      -14-
<PAGE>
as the Company, managing underwriter and Holders of Registrable Securities shall
otherwise  agree.  In the  event of such  delay,  the  Company  shall  file such
supplements,  post-effective  amendments and take any such other steps as may be
necessary to permit such Holders to make their proposed  offering and sale for a
period of 120 days immediately following the end of such period of delay. If any
party  disapproves  of the  terms  of any  such  underwriting,  it may  elect to
withdraw  therefrom by written notice to the Company,  the underwriter,  and the
Placement  Agent.  Notwithstanding  the  foregoing,  the  Company  shall  not be
required to file a  registration  statement to include  Shares  pursuant to this
Section 10(b) if independent counsel, reasonably satisfactory to counsel for the
Company and counsel for the Placement  Agent,  renders an opinion to the Company
that the Shares  proposed to be disposed of may be  transferred  pursuant to the
provisions  of  Rule  144  under  the  Securities   Act  or  otherwise   without
registration under the Securities Act.

          (c)  Other  Registration  Rights.  In  addition  to the  rights  above
     provided,  the  Company  will  cooperate  with  the  then  Holders  of  the
     Registrable  Securities in preparing and signing any registration statement
     or  Offering  Statement,  in addition to the  registration  statements  and
     Offering Statements discussed above,  required in order to sell or transfer
     the  Registrable  Securities  and  will  supply  all  information  required
     therefor, but such additional registration statement or Offering Statement,
     shall be at the then Holders' cost and expense; provided,  however, that if
     the  Company  elects to  register  or qualify  additional  shares of Common
     Stock,  the cost and  expense of such  registration  statement  or Offering
     Statement  will be pro rated  between  the  Company  and the Holders of the
     Registrable  Securities  according  to the  aggregate  sales  price  of the
     securities being issued.  Notwithstanding  the foregoing,  the Company will
     not be  required to file a  registration  statement  or Offering  Statement
     pursuant to this  paragraph  (c), (i) at a time when the audited  financial
     statements  required to be included  therein are not available,  which time
     shall be  limited  to the  period  commencing  45 days after the end of the
     Company's  last fiscal year and ending 90 days after the end of such fiscal
     year, or (ii) within 90 days after  completion of a public  offering by the
     Company of any of its Common Stock or equity-related securities or (iii) if
     it would  adversely  impact the  Company in its  capital  raising  plans or
     otherwise  (in which  latter  case filing may be delayed no longer than 120
     days).


                                      -15-
<PAGE>
          (d)  Action  to be  Taken  by the  Company.  In  connection  with  the
     registration  of Registrable  Securities in accordance with paragraphs (a),
     (b) or (c) of this Section 10, the Company agrees to:

               (i) Bear the expenses of any registration or qualification  under
          paragraphs (a) or (b) of this Section 10,  including,  but not limited
          to, legal, accounting and printing fees; provided, however, that in no
          event  shall  the  Company  be  obligated  to pay  (A)  any  fees  and
          disbursements   of  special   counsel  for   Holders  of   Registrable
          Securities, or (B) any underwriters' discount or commission in respect
          of  such  Registrable   Securities,   (C)  any  stock  transfer  taxes
          attributable  to the sale of the Registrable  Securities,  or (D) upon
          the  exercise  of  any  demand  registration  right  provided  for  in
          paragraph (a) of this Section 10, the cost of any liability or similar
          insurance  required by an  underwriter,  to the extent that such costs
          are   attributable   solely  to  the  offering  of  such   Registrable
          Securities,  payment  of  which  shall,  in  each  case,  be the  sole
          responsibility of the Holders of the Registrable Securities.

               (ii) Use its best efforts to register or qualify the  Registrable
          Securities  for offer or sale under state  securities or Blue Sky laws
          of such  jurisdictions  in which the  Placement  Agent or such Holders
          shall reasonably  request,  provided,  however,  that no qualification
          shall be required in any jurisdiction where, as a result thereof,  the
          Company would be subject to service of general  process or to taxation
          as a foreign  corporation doing business in such jurisdiction to which
          it is not then  subject,  and to do any and all other  acts and things
          which  may  be  necessary  or  advisable  to  enable  the  holders  to
          consummate  the proposed sale,  transfer or other  disposition of such
          securities in any jurisdiction; and

               (iii) Enter into a cross-indemnity  agreement, in customary form,
          with each underwriter,  if any, and each holder of securities included
          in such Amendment, registration statement or Offering Statement.


                                      -16-
<PAGE>
          (e)  Action  to be  Taken  by the  Holders.  In  connection  with  the
     registration  of Registrable  Securities in accordance with paragraphs (a),
     (b)  or  (c)  of  this  Section  10,  the  Company's  obligation  shall  be
     conditioned  as to each such public  offering upon a timely  receipt by the
     Company in writing of:

               (i) Information as to the terms of such public offering furnished
          by or on behalf of each Holder  intending to make a public offering of
          his, her or its Registrable Securities; and

               (ii) Such other information as the Company may reasonably require
          from such Holders,  or any  underwriter for any of them, for inclusion
          in such registration statement or Notification on Form 1-A.

          (f) For  purposes  of this  Section  10, (i) the term  "Holder"  shall
     include holders of Shares, and (ii) the term "Registrable Securities" shall
     mean the Shares, if issued.

     11. Notices to Holders.

          (a) Nothing  contained  in this  Agreement  or in any of the  Warrants
     shall be construed as conferring upon the Holders thereof the right to vote
     or to receive  dividends or to consent or to receive notice as shareholders
     in respect of the meetings of  shareholders or the election of directors of
     the Company or any other matter,  or any rights  whatsoever as shareholders
     of the  Company;  provided,  however,  that in the event  that a meeting of
     shareholders  shall be called to consider and take action on a proposal for
     the voluntary  dissolution of the Company,  other than in connection with a
     consolidation,  merger  or  sale  of  all,  or  substantially  all,  of its
     property,  assets,  business and good will as an entirety, then and in that
     event the Company  shall cause a notice  thereof to be sent by  first-class
     mail, postage prepaid, at least twenty (20) days prior to the date fixed as
     a record date or the date of closing the transfer books in relation to such
     meeting,  to each  registered  Holder of Warrants at such Holder's  address
     appearing on the Warrant  Register;  but failure to mail or to receive such
     notice or any defect therein or in the mailing thereof shall not affect the
     validity of any action taken in connection with such voluntary dissolution.


                                      -17-
<PAGE>
          (b) In the event the Company  intends to make any  distribution on its
     Common  Stock (or other  securities  which may be issuable in lieu  thereof
     upon the exercise of Warrants),  including,  without  limitation,  any such
     distribution  to be made in connection  with a  consolidation  or merger in
     which the Company is the continuing  corporation,  or to issue subscription
     rights or warrants to holders of its Common Stock,  the Company shall cause
     a  notice  of its  intention  to  make  such  distribution  to be  sent  by
     first-class mail,  postage prepaid,  at least twenty (20) days prior to the
     date fixed as a record  date or the date of closing the  transfer  books in
     relation to such  distribution,  to each  registered  Holder of Warrants at
     such Holder's  address  appearing on the Warrant  Register,  but failure to
     mail or to  receive  such  notice or any defect  therein or in the  mailing
     thereof  shall not affect the  validity of any action  taken in  connection
     with such distribution.

     12.  Notices.  Any notice pursuant to this Agreement to be given or made by
the Holder of any  Warrant  and/or the holder of any Share to or on the  Company
shall  be  sufficiently  given  or made if sent  by  first-class  mail,  postage
prepaid,  addressed  as  follows or to such other  address  as the  Company  may
designate by notice given in accordance  with this Section 12, to the Holders of
Warrants and/or the holders of Shares:

          IDM ENVIRONMENTAL CORPORATION
          396 Whitehead Avenue
          South River, NJ 08882
          Attention: Chief Financial Officer

     Notices or demands  authorized by this Agreement to be given or made by the
Company to or on the Holder of any Warrant  and/or the holder of any Share shall
be sufficiently  given or made (except as otherwise  provided in this Agreement)
if sent by first-class mail,  postage prepaid,  addressed to such Holder or such
holder of Shares at the address of such Holder or such holder of Shares as shown
on the Warrant Register or the books of the Company, as the case may be.


                                      -18-
<PAGE>
     13.  Governing Law. This Agreement and each Warrant issued  hereunder shall
be governed by and  construed in  accordance  with the  substantive  laws of the
State of New York.  The Company  hereby  agrees to accept  service of process by
notice given to it pursuant to the provisions of Section 12.

     14.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which so executed shall be deemed to be an original;  but
such counterparts together shall constitute but one and the same instrument.

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



                                      IDM ENVIRONMENTAL CORPORATION



                                      By:  /s/ Joel A. Freedman
                                         ---------------------------------------
                                      Name: Joel A. Freedman
                                      Title: President



                                      ROCHON CAPITAL GROUP, LTD.



                                      By:  /s/ Phillip L. Neiman
                                         ---------------------------------------
                                      Name: Phillip L. Neiman
                                      Title: President



                                      -19-
<PAGE>
                                                                       EXHIBIT A

No.                                                             100,000 Warrants
   --------


                          IDM ENVIRONMENTAL CORPORATION

                               Warrant Certificate

     THIS  CERTIFIES THAT for value  received  Rochon  Capital  Group,  Ltd., or
registered assigns, is the owner of the number of Warrants set forth above, each
of which entitles the owner thereof to purchase one fully paid and nonassessable
share  of  common  stock,   $.001  par  value  (the  "Common  Stock"),   of  IDM
ENVIRONMENTAL  CORPORATION,  a New Jersey  corporation (the  "Company"),  at the
purchase price equal to $3.32813, which is the Exercise Price, as defined in the
Warrant  Agreement,  dated as of February  11, 1997 (the  "Warrant  Agreement"),
between  the Company and Rochon  Capital  Group,  Ltd.,  upon  presentation  and
surrender of this Warrant Certificate with the Form of Election to Purchase duly
executed.  The number of Warrants evidenced by this Warrant Certificate (and the
number of shares which may be purchased upon exercise thereof, rounded up to the
nearest full share) set forth above,  and the Exercise Price per share set forth
above, are the number and Exercise Price as of the date of original  issuance of
the Warrants,  based on the shares of Common Stock of the Company as constituted
at such date. As provided in the Warrant  Agreement,  the Exercise Price and the
number  or kind of  shares  which  may be  purchased  upon the  exercise  of the
Warrants  evidenced  by this  Warrant  Certificate  are,  upon the  happening of
certain events, subject to modification and adjustment.

     This  Warrant  Certificate  is subject to, and entitled to the benefits of,
all of the terms,  provisions  and  conditions of the Warrant  Agreement,  which
Warrant  Agreement is hereby  incorporated  herein by reference  and made a part
hereof  and to which  Warrant  Agreement  reference  is  hereby  made for a full
description  of  the  rights,  limitations  of  rights,  duties  and  immunities
hereunder of the Company and the holders of the Warrant Certificates.  Copies of
the Warrant Agreement are on file at the principal office of the Company.


                                      -1-
<PAGE>
     This Warrant Certificate, with or without other Warrant Certificates,  upon
surrender at the principal  office of the Company,  may be exchanged for another
Warrant  Certificate or Warrant  Certificates  of like tenor and date evidencing
Warrants  entitling the holder to purchase a like aggregate  number of shares of
Common Stock as the Warrants  evidenced  by the Warrant  Certificate  or Warrant
Certificates  surrendered  entitled  such holder to  purchase.  If this  Warrant
Certificate  shall be exercised in part,  the holder hereof shall be entitled to
receive  upon   surrender   hereof  another   Warrant   Certificate  or  Warrant
Certificates for the number of whole Warrants not exercised.

     No holder of this Warrant  Certificate  shall be entitled to vote,  receive
dividends,  subscription  rights or be deemed the holder of Common  Stock or any
other  securities  of the  Company  which  may at any  time be  issuable  on the
exercise  hereof for any purpose,  nor shall  anything  contained in the Warrant
Agreement or herein be construed to confer upon the holder hereof,  as such, any
of the  rights  of a  stockholder  of the  Company  or any right to vote for the
election  of  directors  or upon any matter  submitted  to  stockholders  at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization,  issue of stock, reclassification of stock, change of
par value or change of stock to no par value, consolidation, merger, conveyance,
or otherwise) or, except as provided in the Warrant Agreement, to receive notice
of meetings, until the Warrant or Warrants evidenced by this Warrant Certificate
shall have been  exercised  and the  Shares  shall have  become  deliverable  as
provided in the Warrant Agreement.

     If this Warrant shall be surrendered  for exercise within any period during
which the transfer books for the Company's  Common Stock or other class of stock
purchasable  upon the exercise of this  Warrant are closed for any purpose,  the
Company  shall not be  required  to make  delivery  of  certificates  for shares
purchasable  upon such exercise until the date of the reopening of said transfer
books, provided,  however, that such books shall not be closed for longer than a
20-day period.


                                      -2-
<PAGE>
     IN WITNESS  WHEREOF,  THE COMPANY has caused the  signature  (or  facsimile
signature)  of its  President  and its  Secretary  to be printed  hereon and its
corporate seal (or facsimile) to be printed hereon.

Dated:  February    , 1997
                ----


                                        IDM ENVIRONMENTAL CORP.



                                        By:
                                           -------------------------------------
                                        Name:  Joel A. Freedman
                                        Title: President


Attest:



By:
   ------------------------------
Name:  Frank A. Falco
Title: Secretary


                                       -3-
<PAGE>
                               FORM OF ASSIGNMENT

(To be executed by the registered  holder if such holder desires to transfer the
Warrant Certificates.)

              FOR VALUE RECEIVED                      hereby sells,  assigns and
                                ----------------------
transfers  unto this Warrant  Certificate,  together  with all right,  title and
interest therein, and does hereby irrevocably constitute and appoint
                    , to transfer the within Warrant Certificate on the books of
--------------------
the within-named Company, with full power of substitution.


Dated:                       , 199
      -----------------------     --


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

Signature Guaranteed:


                                     NOTICE

     The signature of the foregoing  Assignment  must  correspond to the name as
written upon the face of this Warrant  Certificate in every particular,  without
alteration or enlargement or any change whatsoever.


                                       -4-
<PAGE>


                          FORM OF ELECTION TO PURCHASE

(To be executed if holder desires to exercise the Warrant Certificate).

TO:  IDM ENVIRONMENTAL CORPORATION

     The undersigned hereby irrevocably elects to exercise Warrants  represented
by this Warrant Certificate to purchase shares of Common Stock issuable
                                        ---------
upon the  exercise of such  Warrants  and requests  that  certificates  for such
shares be issued in the name of:

     (Please insert social security,  tax  identification  or other  identifying
number)

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

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

     -------------------------------------
     (Please print name and address)

     If such number of Warrants shall not be all the Warrants  evidenced by this
Warrant Certificate, a new Warrant Certificate for the balance remaining of such
Warrants shall be registered in the name of and delivered to:

     (Please insert social security,  tax  identification  or other  identifying
number)

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

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

     -------------------------------------
     (Please print name and address)


Dated:                 , 19
      -----------------    ---


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

                         (Signature must conform in all
                          respects to name of holder as
                          specified on the face of this
                              Warrant Certificate)


Signature Guaranteed:

                                       -1-