M.H. MEYERSON & CO., INC.
                                  FOUNDED 1960
                        BROKERS & DEALERS IN SECURITIES
                                  UNDERWRITERS

                              NEWPORT OFFICE TOWER
          525 WASHINGTON BLVD. P.O. BOX 260 JERSEY CITY, NJ 07303-0260
         201-459-9500 800-888-8118 FAX 201-459-9510 www.mhmeyerson.com


September 22, 1997

Mr. James G. Spartz, Sr. Vice President
Director
Solucorp Industries, Ltd.
250 West Nyack Road
West Nyack, NY  10994

RE: ADDENDUM TO AGREEMENT

Dear Mr. Spartz:

     This  Addendum to Agreement  ("ADDENDUM")  is made as of September 10, 1997
between Solucorp  Industries,  Ltd.  ("SOLUCORP") and M.H.  Meyerson & Co., Inc.
("MEYERSON") and shall operate as an addendum to that certain agreement, made as
of June 3,  1996,  between  SOLUCORP,  MEYERSON,  and a third  party  ("original
AGREEMENT").

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

1.   Nothing in this  ADDENDUM  shall affect the rights of the third party under
     the original  AGREEMENT and the third party shall have no rights under,  or
     participation in, this ADDENDUM.

2.   The services being performed by MEYERSON under the original  AGREEMENT,  as
     set forth in the  original  AGREEMENT,  shall be  expanded  to include  the
     international  sphere  as well as the  United  States  and  MEYERSON  shall
     endevour to assist SOLUCORP in identifying  foreign  candidates for mergers
     and acquisitions and foreign sources of private and institutional funds.

3.   Within 30 days  after the date of this  ADDENDUM,  MEYERSON  shall  perform
     another due diligence and general  compliance  review of SOLUCORP to update
     the review previously performed. The cost of this additional,  review shall
     be borne solely by MEYERSON.

4.   MEYERSON shall continue to render services to SOLUCORP, as set forth in the
     original  AGREEMENT  and in this  ADDENDUM,  for a period of at least three
     years from the date of this ADDENDUM.  Without regard to the present or the
     future  value of  common  stock of  SOLUCORP,  and  without  regard  to the
     consequent  present or future  value or any lack  thereof  of the  warrants
     granted to MEYERSON  under the original  AGREEMENT and under this ADDENDUM,
     MEYERSON hereby waives its right to terminate the original AGREEMENT as set
     forth in paragraph 12 of the original AGREEMENT,  for the three year period
     commencing on the date of this ADDENDUM.

<PAGE>

5.   In  consideration  of  all  the  foregoing,   MEYERSON  is  hereby  granted
     additional  Warrants to purchase a total of 750,000  shares of common stock
     of SOLUCORP,  at an exercise price of $2.75 per share,  exercisable  during
     the period from  September  10, 1997 to and  including  September  10, 2000
     ("ADDENDUM WARRANTS"), with piggy back and registration rights as set forth
     below.   These  ADDENDUM  WARRANTS  shall  vest  and  become  saleable  and
     irrevocable upon the signing of this ADDENDUM.

6.   MEYERSON is hereby granted the same piggy back and registration rights with
     respect to the  ADDENDUM  WARRANTS  as are  granted in  paragraph  5 of the
     original  AGREEMENT with respect to the warrants referred to therein except
     that  the  cost  of any  registration  of  the  ADDENDUM  WARRANTS,  or the
     proportional cost of any registration that includes the ADDENDUM  WARRANTS,
     shall be borne by MEYERSON and not by SOLUCORP.  For purposes of exercising
     the  registration  rights  granted in this  paragraph  with  respect to the
     ADDENDUM WARRANTS,  the provisions of the registration  rights set forth in
     the  original  AGREEMENT  shall be  deemed  to apply  solely  to  SOLUCORP,
     MEYERSON and the ADDENDUM WARRANTS.

7.   MEYERSON is hereby  granted the same  anti-dilution  rights with respect to
     the  ADDENDUM  WARRANTS  as are  granted  in  paragraph  4 of the  original
     AGREEMENT with respect to the Warrants referred to therein.

8.   This ADDENDUM constitutes the entire Warrant Agreement between Solucorp and
     MEYERSON  with respect to the  Addendum  Warrants 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 pert of the ADDENDUM  WARRANTS
     be exercised,  the  certificates  for the  appropriate  number of shares of
     Common Stock shall be promptly issued.

9.   In all other respects,  except as set forth above,  the original  AGREEMENT
     shall  remain in full  force and effect and the  provisions  thereof  shall
     apply to this ADDENDUM.

IN WITNESS  WHEREOF,  SOLUCORP  and  MEYERSON  have  executed  this  Addendum to
Agreement as of September 10, 1997.

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

                                               By: /s/ Peter Mantia
                                                   -----------------------------
                                                   Mr. Peter Mantia, President


By: /s/ Michael Silvestri                      By: /s/ James G. Spartz   
    --------------------------                     -----------------------------
    Mr. Michael Silvestri                          Mr. James G. Spartz, Senior 
    President                                      Vice President  
                                                   Director