M.H. MEYERSON & CO., INC.
                                  FOUNDED 1960
                        BROKERS & DEALERS IN SECURITIES
                                  UNDERWRITERS
                           A PUBLICLY TRADED COMPANY
                               NMS - NASDAQ MHMV

        30 MONTGOMERY STREET  o  P.O. BOX 260  o  JERSEY CITY, NJ 07303-0260
                201-332-3353  o  212-425-1212  o  800-333-3113
                                FAX 201-332-1562


June 3, 1996

Mr. James Spartz
Director
SOLUCORP INDUSTRIES, LTD.
520 Victor Street
Saddle Brook, NJ 07663

RE: LETTER OF INTENT

Dear Mr. Spartz:

     THIS  AGREEMENT  (the  "Agreement")  is made as of  June  3,  1996  between
("SOLUCORP") and M.H. Meyerson & Co., Inc.  ("MEYERSON") & Brookehill  Equities,
Inc. ("BROOKEHILL") 545 Madison Avenue, New York, New York 10022.

     In consideration of the mutual covenants  contained herein and intending to
be legally  bound  thereby,  SOLUCORP  and  MEYERSON/BROOKEHILL  hereby agree as
follows:

1.   MEYERSON/BROOKEHILL  will perform  investment banking services for SOLUCORP
     on the  terms set forth  below  for a period  of five  years  from the date
     hereof.  Such  services  will be performed on a best efforts basis and will
     include,   without   limitation,   assistance   to   SOLUCORP  in  mergers,
     acquisitions,  and internal  capital  structuring  and the placement of new
     debt and equity issues of SOLUCORP, all with the objective of accomplishing
     SOLUCORP's    business   and   financial    goals.    In   each   instance,
     MEYERSON/BROOKEHILL shall endeavor, subject to market conditions, to assist
     SOLUCORP in identifying  corporate  candidates for mergers and acquisitions
     and  sources of  private  and  institutional  funds;  to provide  planning,
     structuring,  strategic  and other  advisory  services to SOLUCORP;  and to
     assist in negotiations on behalf of SOLUCORP. MEYERSON/BROOKEHILL will have
     the option to perform all  financings to be done by SOLUCORP for as long as
     this  agreement is in effect.  In each instance,  MEYERSON/BROOKEHILL  will
     render such services as to which SOLUCORP and MEYERSON/BROOKEHILL  mutually
     agree and MEYERSON/BROOKEHILL will exert its best efforts to accomplish the
     goals agreed to by MEYERSON/BROOKEHILL and SOLUCORP.

2.   In connection with the  performance of this AGREEMENT,  MEYERSON/BROOKEHILL
     and  SOLUCORP  shall  comply  with all  applicable  laws  and  regulations,
     including,  without  limitation,  those  of  the  National  Association  of
     Securities Dealers, Inc. and the Securities and Exchange Commission.



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3.   In consideration of the services  previously rendered and to be rendered by
     MEYERSON/BROOKEHILL   hereunder,   MEYERSON/BROOKEHILL  is  hereby  granted
     Warrants  to  purchase  a total of 300,000  shares of Common  Stock with an
     exercise  price of $7.50 per share with demand and piggy back  registration
     rights as provided in section 5 below. These Warrants shall vest and become
     irrevocable  upon the  signing of this  AGREEMENT.  These  Warrants  and/or
     Underlying shares may be sold anytime after 1 year and for a period of five
     years from the date of this agreement.

4.   If SOLUCORP should,  at any time, or from time to time hereafter,  effect a
     stock split, a reverse stock split, or a recapitalization, the terms of the
     Warrant  shall be  proportionately  adjusted  to prevent  the  dilution  or
     enlargement of the rights of the holders.

5.   During the period from June 3, 1996 to June 3, 2001 the holders of at least
     51% of the shares of SOLUCORP  Common  Stock  issued or  issuable  upon the
     exercise of the  Warrants  (the  "TOTAL  MEYERSON/BROOKEHILL  EQUITY")  may
     demand, on one occasion only, that SOLUCORP,  at its own expense,  promptly
     file a Registration  Statement under the Securities Act of 1933, as amended
     ("ACT"), to permit a public offering of the  MEYERSON/BROOKEHILL  shares of
     Common   Stock   issued  and   issuable   pursuant   to   exercise  of  the
     MEYERSON/BROOKEHILL    Warrants   (the    "MEYERSON/BROOKEHILL    SHARES").
     Additionally,  if SOLUCORP,  during the period from June 3, 1996 to June 3,
     2001  files a  Registration  Statement  covering  the sale of any shares of
     SOLUCORP Common Stock, then SOLUCORP, on each such occasion, at the request
     of the  holders  of at least 51% of the TOTAL  MEYERSON/BROOKEHILL  EQUITY,
     shall include in any such Registration  Statement,  at SOLUCORP's  expense,
     the MEYERSON/BROOKEHILL SHARES, provided that, if the sale of securities by
     SOLUCORP is being made through an underwriter and the  underwriter  objects
     to  inclusion  of  the  MEYERSON/BROOKEHILL   SHARES  in  the  Registration
     Statement,  the MEYERSON/BROOKEHILL  SHARES shall not be so included in any
     registration statement filed within 90 days after the effective date of the
     Registration statement.

6.   This AGREEMENT constitutes the entire Warrant Agreement between the parties
     and when a copy hereof is presented to SOLUCORP's transfer agent,  together
     with a certified  check in the proper amount and a request that all or part
     of the MEYERSON/BROOKEHILL  Warrants be exercised, the certificates for the
     appropriate number of shares of Common Stock Shall be promptly issued.

7.   Upon the execution of this AGREEMENT,  SOLUCORP shall include in their next
     annual  report  and  filings  the  highlights  and terms of our  investment
     banking contract.

8.   Within  30 days  of the  signing  of this  AGREEMENT,  SOLUCORP  shall  pay
     MEYERSON/BROOKEHILL  $10,000.00  as a  non-accountable  and  non-refundable
     expense  allowance  for  due  diligence  and  general   compliance  review.
     MEYERSON/BROOKEHILL  shall be entitled  to  additional  compensation  to be
     negotiated  between  MEYERSON/BROOKEHILL  and SOLUCORP,  arising out of any
     transactions  that are  proposed  or executed  by  MEYERSON/BROOKEHILL  and
     consummated by SOLUCORP, or are executed by MEYERSON/BROOKEHILL at




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     SOLUCORP's  request,  during the term of this  AGREEMENT to the extent that
     such compensation is normal and ordinary for such transactions. In addition
     MEYERSON/BROOKEHILL  shall be  reimbursed  by SOLUCORP  for any  reasonable
     out-of-pocket  expenses  that  MEYERSON/BROOKEHILL  may incur in connection
     with  rendering  any  service  to or on  behalf of  MEYERSON/BROOKEHILL  is
     approved, in writing, in advance by SOLUCORP's Chief Executive Officer.

9.   SOLUCORP  agrees  to  indemnify  and  hold   MEYERSON/BROOKEHILL   and  its
     directors,  officers and  employees  harmless  from and against any and all
     losses, claims, damages, liabilities,  costs or expenses arising out of any
     action  or  cause  of  action  brought  against   MEYERSON/BROOKEHILL,   in
     connection with its rendering  services under this AGREEMENT except for any
     losses, claims, damages, liabilities,  costs or expenses resulting from any
     violation  by   MEYERSON/BROOKEHILL  of  applicable  laws  and  regulations
     including,  without  limitation,  those  of  the  National  Association  of
     Securities Dealers,  Inc. and the Securities and Exchange Commission or any
     state  securities  commission  or  from  any  act  of   MEYERSON/BROOKEHILL
     involving  negligence or willful  misconduct and except that SOLUCORP shall
     not be liable  for any  amount  paid in  settlement  of any  claim  that is
     settled without its prior written consent.

10.  MEYERSON/BROOKEHILL   agrees  to  indemnify   and  hold  SOLUCORP  and  its
     directors,  officers and  employees  harmless  from and against any and all
     losses claims, damages,  liabilities,  costs or expenses resulting from any
     violation  by   MEYERSON/BROOKEHILL  of  applicable  laws  and  regulations
     including,  without  limitation,  those  of  the  National  Association  of
     Securities Dealers,  Inc., the Securities and Exchange Commission any state
     securities  commission or from any act of SOLUCORP involving  negligence or
     willful misconduct.

11.  Nothing  contained  in this  AGREEMENT  shall be  construed  to  constitute
     MEYERSON/BROOKEHILL as a partner, employee, or agent of SOLUCORP, nor shall
     either party have any authority to bind the other in any respect,  it being
     intended  that  MEYERSON/BROOKEHILL  is,  and shall  remain an  independent
     contractor.

12.  This  AGREEMENT  may not be  assigned  by  either  party  hereto,  shall be
     interpreted  in  accordance  with the laws of the State of New Jersey,  and
     shall be binding  upon the  successors  of the  parties.  Either  party may
     terminate this investment  banking contract at any time,  however,  legally
     vested Warrants will remain with MEYERSON/BROOKEHILL.

13.  If any paragraph,  sentence,  clause or phrase of this AGREEMENT is for any
     reason  declared  to  be  illegal,   invalid,   unconstitutional   void  or
     unenforceable,  all other paragraphs,  sentences, clauses or phrases hereof
     not so held shall be and remain in full force and effect.

14.  None of the  terms  of this  AGREEMENT  shall be  deemed  to be  waived  or
     modified  except by an express  agreement  in  writing  signed by the party
     against whom  enforcement  of such waiver or  modification  is sought.  The
     failure  of either  party at any time to require  performance  by the other
     party of any provision hereof shall, in no



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     way,  affect  the  full  right  to  require  such  performance  at any time
     thereafter.  Nor  shall  the  waiver  by  either  party of a breach  of any
     provision  hereof be taken or held to be a waiver of any succeeding  breach
     of such provision or as a waiver of the provision itself.

15.  Any  dispute,  claim or  controversy  arising  out of or  relating  to this
     AGREEMENT, or the breach thereof, shall be settled by arbitration in Jersey
     City, New Jersey,  in accordance with the Commercial  Arbitration  Rules of
     the American  Arbitration  Association.  The parties hereto agree that they
     will abide by and perform any award rendered by the  arbitrator(s) and that
     judgement  upon  any such  award  may be  entered  in any  Court,  state or
     federal,  having  jurisdiction over the party against whom the judgement is
     being entered. Any arbitration demand, summons,  complaint,  other process,
     notice of motion,  or other application to an arbitration  panel,  Court or
     Judge, and any arbitration  award or judgement may be served upon any party
     hereto by registered or certified mail, or by personal service,  provided a
     reasonable time for appearance or answer is allowed.

16.  For  purposes  of  compliance  with laws  pertaining  to  potential  inside
     information being distributed  unauthorized to anyone,  all  communications
     regarding the Company's confidential information should only be directed to
     Martin  H.  Meyerson,  Chairman,  Michael  Silvestri,  President,  or Linda
     Antosiewicz, Vice President, Compliance. If information is being faxed, our
     confidential compliance fax number is (201) 332-1263 for communication use.

     IN WITNESS  WHEREOF,  the parties hereto have executed this AGREEMENT as of
the day and year first above written.


M.H. MEYERSON & CO., INC.               SOLUCORP INDUSTRIES, LTD.



By: /s/ Michael Silvestri               By: /s/ James G. Spartz
    --------------------------              ---------------------------
    Michael Silvestri                       James G. Spartz
    President                               Director


BROOKEHILL EQUITIES, INC.

By: /s/ Walter Grossman
    --------------------------
    Mr. Walter Grossman
    Chairman