Exhibit 10.12

                                WARRANT AGREEMENT

      AGREEMENT,  dated  as of this  __th day of  _____,  2005,  by and  between
Spongetech Delivery Systems, Inc., a corporation organized under the laws of the
state of Delaware (the "Company"),  and Continental  Stock Transfer & Trust Co.,
as Warrant Agent (the "Warrant Agent").

                                   WITNESSETH:

      WHEREAS,  in connection with a public  offering (the  "Offering") of up to
8,000,000  units  ("Units"),  each Unit consisting of one share of common stock,
$.001 par  value per share  (the  "Common  Stock"),  and one class A  redeemable
Common Stock  purchase  warrant (the  "Warrants"),  the Company will issue up to
8,000,000 Warrants;

      WHEREAS,  the Company  desires  the Warrant  Agent to act on behalf of the
Company,  and the  Warrant  Agent is willing to so act, in  connection  with the
issuance,  registration,  transfer, exchange and redemption of the Warrants, the
issuance  of  certificates  representing  the  Warrants,  the  exercise  of  the
Warrants, and the rights of the holders thereof;

      NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter  set forth and for the purpose of defining the terms and  provisions
of  the  Warrants  and  the  certificates  representing  the  Warrants  and  the
respective  rights and  obligations  thereunder  of the Company,  the holders of
certificates representing the Warrants and the Warrant Agent, the parties hereto
agree as follows:

      1.  DEFINITIONS.  As used  herein,  the  following  terms  shall  have the
following meanings, unless the context shall otherwise require:

            (a)  "Common  Stock"  shall mean the common  stock of the Company of
which at the date hereof  consists of 50,000,000  authorized  shares,  and shall
also include any capital stock of any class of the Company thereafter authorized
which shall not be limited to a fixed sum or percentage in respect to the rights
of the holders  thereof to participate in dividends and in the  distribution  of
assets  upon  the  voluntary  liquidation,  dissolution,  or  winding  up of the
Company;  provided,  however,  that the shares  issuable  upon  exercise  of the
Warrants shall include (i) only shares of such class designated in the Company's
Certificate of  Incorporation  as Common Stock on the date of the original issue
of  the   Warrants,   (ii)  in  the  case  of  any   reclassification,   change,
consolidation,  merger,  sale, or  conveyance  of the  character  referred to in
Section 9(c) hereof,  the stock,  securities,  or property  provided for in such
section  or  (iii)  in  the  case  of  any  reclassification  or  change  in the
outstanding  shares of Common Stock  issuable upon exercise of the Warrants as a
result of a  subdivision,  such  shares of Common  Stock as so  reclassified  or
changed.


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            (b)  "Corporate  Office"  shall mean the office of the Warrant Agent
(or its successor) at which at any particular time its principal  business shall
be administered, which office is located at the date hereof at 18 Battery Place,
8th Floor, New York, NY 10004.

            (c) "Exercise Date" shall mean, as to any Warrant, the date on which
the  Warrant  Agent  shall  have  received  both  (a)  the  Warrant  Certificate
representing  such Warrant,  with the exercise form thereon duly executed by the
Registered  Holder thereof or his attorney duly  authorized in writing,  and (b)
payment in cash,  or by official  bank or  certified  check made  payable to the
Company,  of an amount in lawful money of the United  States of America equal to
the applicable Purchase Price.

            (d) "Purchase  Price" shall mean the purchase  price per share to be
paid upon  exercise of each Warrant in accordance  with the terms hereof,  which
price shall be $0.50 per share, subject to adjustment from time to time pursuant
to the provisions of Section 9 hereof,  and subject to the Company's  right,  in
its  sole  discretion,   to  reduce  the  Purchase  Price  upon  notice  to  all
warrantholders.

            (e)  "Redemption  Price"  shall mean the price at which the  Company
may, at its option,  redeem the Warrants,  in accordance  with the terms hereof,
which price shall be $0.001 per Warrant.

            (f)  "Registered  Holder" shall mean as to any Warrant and as of any
particular  date,  the person in whose  name the  certificate  representing  the
Warrant shall be registered on that date on the books  maintained by the Warrant
Agent pursuant to Section 6.

            (g) "Transfer Agent" shall mean  Continental  Stock Transfer & Trust
Company, as the Company's transfer agent, or its authorized successor, as such.

            (h) "Warrant  Expiration  Date" shall mean 5:00 P.M. (New York time)
on _____ __, 2010 or the  Redemption  Date as defined in Section 8, whichever is
earlier;  provided that if such date shall in the State of New York be a holiday
or a day on which banks are authorized or required to close, then 5:00 P.M. (New
York  time) on the next  following  day  which in the State of New York is not a
holiday or a day on which banks are authorized or required to close. Upon notice
to all  Warrantholders  the  Company  shall have the right to extend the warrant
expiration date.

      2. WARRANTS AND ISSUANCE OF WARRANT CERTIFICATES.

            (a) A Warrant  initially shall entitle the Registered  Holder of the
Warrant representing such Warrant to purchase one share of Common Stock upon the
exercise thereof,  in accordance with the terms hereof,  subject to modification
and adjustment as provided in Section 9.

            (b)  Upon  execution  of  this   Agreement,   Warrant   Certificates
representing the number of Warrants sold pursuant to the Underwriting  Agreement
shall be  executed  by the Company and  delivered  to the  Warrant  Agent.  Upon
written  order of the  Company  signed by its  President  or  Chairman or a Vice
President  and  by  its  Secretary  or  an  Assistant  Secretary,   the  Warrant
Certificates shall be countersigned, issued, and delivered by the Warrant Agent.

            (c) From  time to  time,  up to the  Warrant  Expiration  Date,  the
Transfer  Agent shall  countersign  and deliver stock  certificates  in required
whole number  denominations  representing up to an aggregate of 8,000,000 shares
of Common Stock, subject to adjustment as described herein, upon the exercise of
Warrants in accordance with this Agreement.

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<PAGE>

            (d) From  time to  time,  up to the  Warrant  Expiration  Date,  the
Warrant Agent shall  countersign  and deliver  Warrant  Certificates in required
whole number  denominations  to the persons  entitled thereto in connection with
any  transfer or  exchange  permitted  under this  Agreement;  provided  that no
Warrant   Certificates  shall  be  issued  except  (i)  those  initially  issued
hereunder,  (ii) those issued upon any transfer or exchange  pursuant to Section
6; (iii those issued in replacement  of lost,  stolen,  destroyed,  or mutilated
Warrant  Certificates  pursuant to Section 7; (iv) those issued  pursuant to the
Purchase Option; and (v) those issued at the option of the Company, in such form
as may be approved by the its Board of Directors,  to reflect any  adjustment or
change in the Purchase Price,  the number of shares of Common Stock  purchasable
upon exercise of the Warrants or the Redemption  Price therefor made pursuant to
Section 9 hereof.

      3. FORM AND EXECUTION OF WARRANT CERTIFICATES.

            (a) The  Warrant  Certificates  shall be  substantially  in the form
annexed  hereto as Exhibit A (the  provisions  of which are hereby  incorporated
herein) and may have such letters,  numbers, or other marks of identification or
designation and such legends, summaries, or endorsements printed,  lithographed,
or  engraved  thereon  as the  Company  may  deem  appropriate  and  as are  not
inconsistent  with the  provisions of this  Agreement,  or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or  regulation  of any  stock  exchange  on which the  Warrants  may be
listed,  or to conform to usage or to the  requirements  of  Section  2(b).  The
Warrant  Certificates  shall be dated the date of issuance thereof (whether upon
initial issuance,  transfer, exchange, or in lieu of mutilated, lost, stolen, or
destroyed  Warrant   Certificates)  and  issued  in  registered  form.   Warrant
Certificates shall be numbered serially with the letter W.

            (b) Warrant  Certificates shall be executed on behalf of the Company
by its Chairman of the Board,  Chief Executive Officer,  President,  or any Vice
President and by its Secretary or an Assistant  Secretary,  by manual signatures
or by facsimile  signatures printed thereon,  and shall have imprinted thereon a
facsimile  of  the  Company's  seal.  Warrant  Certificates  shall  be  manually
countersigned by the Warrant Agent and shall not be valid for any purpose unless
so  countersigned.  In case any officer of the Company who shall have signed any
of the  Warrant  Certificates  shall cease to be an officer of the Company or to
hold the particular office referenced in the Warrant Certificate before the date
of  issuance  of the  Warrant  Certificates  or before  countersignature  by the
Warrant  Agent and issue and delivery  thereof,  such Warrant  Certificates  may
nevertheless be  countersigned  by the Warrant Agent,  issued and delivered with
the same  force  and  effect  as though  the  person  who  signed  such  Warrant
Certificates  had not  ceased to be an  officer  of the  Company or to hold such
office. After  countersignature by the Warrant Agent, Warrant Certificates shall
be delivered  by the Warrant  Agent to the  Registered  Holder  without  further
action by the Company, except as otherwise provided by Section 4 hereof.

      4.  EXERCISE.  Each  Warrant may be  exercised  by the  Registered  Holder
thereof at any time on or prior to the Warrant  Expiration  Date, upon the terms
and subject to the  conditions  set forth herein and in the  applicable  Warrant
Certificate.  A Warrant shall be deemed to have been exercised immediately prior
to the close of business on the Exercise Date and the person entitled to receive
the securities  deliverable upon such exercise shall be treated for all purposes
as the holder of those  securities  upon the  exercise  of the Warrant as of the
close of business on the Exercise  Date. As soon as  practicable on or after the
Exercise  Date the Warrant  Agent shall  deposit the proceeds  received from the
exercise of a Warrant and shall notify the Company in writing of the exercise of
the Warrants.  Promptly  following,  and in any event within five days after the
date of such notice from the Warrant Agent,  the Warrant Agent, on behalf of the
Company,  shall cause to be issued and delivered by the Transfer  Agent,  to the
person or persons  entitled to receive the same, a certificate  or  certificates


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<PAGE>

for the securities  deliverable  upon such exercise (plus a certificate  for any
remaining  unexercised  Warrants of the Registered Holder),  unless prior to the
date of issuance of such  certificates  the Company  shall  instruct the Warrant
Agent to refrain from causing such issuance of certificates pending clearance of
checks received in payment of the Purchase Price pursuant to such Warrants. Upon
the  exercise of any Warrant and  clearance of the funds  received,  the Warrant
Agent shall  promptly  remit the payment  received for the Warrant (the "Warrant
Proceeds") to the Company or as the Company may direct in writing.

      If at the time of  exercise  of any  Warrant  (i) the market  price of the
Common Stock is greater than the then  exercise  price of the Warrant,  (ii) the
exercise of the Warrant is solicited by a member of the National  Association of
Securities  Dealers,  Inc.  ("NASD") and the soliciting  member is designated in
writing  by the  holder  of the  Warrants  as the  NASD  member  soliciting  the
exercise,  (iii)  the  Warrant  is not  held in a  discretionary  account,  (iv)
disclosure of the compensation  arrangement is made in documents provided to the
holders of the Warrants, and (v) the solicitation of the exercise of the Warrant
is not in violation of Rule 101 of  Regulation M (as such rule or any  successor
rule  may be in  effect  as of such  time of  exercise)  promulgated  under  the
Securities Exchange Act of 1934, as amended,  then such member shall be entitled
to receive  from the  Company  following  exercise  of each of the  Warrants  so
exercised a fee of five  percent  (5%) of the  aggregate  exercise  price of the
Warrants so exercised (the  "Solicitation  Fee").  The procedures for payment of
the Exercise Fee are as follows:

                  (i) The Company  hereby  authorizes  and instructs the Warrant
Agent to deliver to any member of the NASD, the Solicitation Fee, if payable, in
respect of each  exercise of  Warrants,  promptly  after  receipt by the Warrant
Agent  from the  Company of a check  payable to the order of such  member in the
amount of such Solicitation Fee. In the event that a Solicitation Fee is paid to
a member  with  respect  to a Warrant  which the  Company or the  Warrant  Agent
determines  is not  properly  completed  for exercise or in respect of which the
member is not  entitled  to a  Solicitation  Fee,  the member  will  return such
Solicitation  Fee to the Warrant Agent which shall forthwith  return such fee to
the Company.

      The Company may at any time during  business  hours examine the records of
the  Warrant  Agent,  including  its  ledger of  original  Warrant  certificates
returned to the Warrant  Agent upon  exercise of Warrants.  Notwithstanding  any
provision to the contrary, the provisions of this paragraph may not be modified,
amended or deleted without the prior written consent of the Company.

      5. RESERVATION OF SHARES; LISTING; PAYMENT OF TAXES, ETC.

            (a) The Company covenants that it will at all times reserve and keep
available out of its  authorized  Common Stock,  solely for the purpose of issue
upon  exercise of Warrants,  such number of shares of Common Stock as shall then
be issuable upon the exercise of all outstanding Warrants. The Company covenants
that all shares of Common  Stock which shall be  issuable  upon  exercise of the
Warrants shall, at the time of delivery, be duly and validly issued, fully paid,
nonassessable,  and free from all taxes,  liens, and charges with respect to the
issue  thereof,  (other  than those  which the  Company  shall  promptly  pay or
discharge)  and that upon  issuance such shares shall be listed on each national
securities  exchange or  eligible  for  inclusion  in each  automated  quotation
system,  if any, on which the other  shares of  outstanding  Common Stock of the
Company are then listed or eligible for inclusion.

            (b) The Company  covenants that if any securities to be reserved for
the purpose of exercise of Warrants  hereunder  require  registration  with,  or
approval of, any governmental  authority under any federal securities law before
such securities may be validly issued or delivered upon such exercise,  then the
Company will, to the extent the Purchase Price is less than the Market Price (as
hereinafter defined), in good faith and as expeditiously as reasonably possible,


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<PAGE>

endeavor to secure such  registration  or approval  and will use its  reasonable
efforts to obtain appropriate  approvals or registrations under state "Blue-Sky"
securities laws. With respect to any such securities,  however, Warrants may not
be exercised by, or shares of Common Stock issued to, any  Registered  Holder in
any state in which such exercise would be unlawful.

            (c) The Company shall pay all  documentary,  stamp, or similar taxes
and other governmental  charges that may be imposed with respect to the issuance
of Warrants,  or the  issuance,  or delivery of any shares upon  exercise of the
Warrants;  provided,  however,  that if the  shares  of  Common  Stock are to be
delivered in a name other than the name of the Registered  Holder of the Warrant
Certificate  representing  any Warrant  being  exercised,  then no such delivery
shall be made  unless the  person  requesting  the same has paid to the  Warrant
Agent the amount of transfer taxes or charges incident thereto, if any.

            (d)  The  Warrant   Agent  is  hereby   irrevocably   authorized  to
requisition  the  Company's  Transfer  Agent from time to time for  certificates
representing shares of Common Stock issuable upon exercise of the Warrants,  and
the Company will  authorize  the  Transfer  Agent to comply with all such proper
requisitions.  The Company will file with the Warrant Agent a statement  setting
forth the name and  address of the  Transfer  Agent of the Company for shares of
Common Stock issuable upon exercise of the Warrants.

      6. EXCHANGE AND REGISTRATION OF TRANSFER.

            (a)  Warrant   Certificates  may  be  exchanged  for  other  Warrant
Certificates  representing  an equal  aggregate  number of  Warrants of the same
class or may be  transferred  in whole or in part.  Warrant  Certificates  to be
exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and
upon satisfaction of the terms and provisions  hereof, the Company shall execute
and the Warrant Agent shall countersign, issue, and deliver in exchange therefor
the Warrant  Certificate or Certificates  which the Registered Holder making the
exchange shall be entitled to receive.

            (b) The  Warrant  Agent  shall  keep at its  office  books in which,
subject to such  reasonable  regulations as it may prescribe,  it shall register
Warrant  Certificates  and the transfer  thereof in accordance  with its regular
practice.  Upon due  presentment  for  registration  or  transfer of any Warrant
Certificate  at such office,  the Company  shall  execute and the Warrant  Agent
shall  issue  and  deliver  to  the  transferee  or  transferees  a new  Warrant
Certificate or Certificates representing an equal aggregate number of Warrants.

            (c)  With  respect  to  all  Warrant   Certificates   presented  for
registration or transfer, or for exchange or exercise,  the subscription form on
the reverse  thereof  shall be duly  endorsed,  or be  accompanied  by a written
instrument or instruments of transfer and subscription,  in form satisfactory to
the Company and the Warrant Agent, duly executed by the Registered Holder or his
attorney-in-fact duly authorized in writing.

            (d) A service  charge may be imposed  by the  Warrant  Agent for any
exchange or registration or transfer of Warrant Certificates.  In addition,  the
Company may require  payment by such holder of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection therewith.

            (e)  All  Warrant  Certificates  surrendered  for  exercise  or  for
exchange in case of mutilated Warrant Certificates shall be promptly canceled by
the Warrant Agent and thereafter retained by the Warrant Agent until termination
of this Agreement or resignation as Warrant Agent,  or disposed of or destroyed,
at the direction of the Company.

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            (f) Prior to due presentment for  registration or transfer  thereof,
the Company and the Warrant  Agent may deem and treat the  Registered  Holder of
any Warrant  Certificate  as the  absolute  owner  thereof  and of each  Warrant
represented  thereby  (notwithstanding  any  notations  of  ownership or writing
thereon  made by anyone other than a duly  authorized  officer of the Company or
the Warrant  Agent) for all  purposes and shall not be affected by any notice to
the  contrary.  The  Warrants  which are being  publicly  offered with shares of
Common Stock  pursuant to the Offering will be immediately  detachable  from the
Common Stock and transferable separately therefrom.

      7. LOSS OR  MUTILATION.  Upon receipt by the Company and the Warrant Agent
of  evidence  satisfactory  to  them  of  the  ownership  of  and  loss,  theft,
destruction,  or  mutilation  of any Warrant  Certificate  and (in case of loss,
theft, or  destruction)  of indemnity  satisfactory to them, and (in the case of
mutilation) upon surrender and cancellation  thereof,  the Company shall execute
and the Warrant  Agent  shall (in the  absence of notice to the  Company  and/or
Warrant  Agent that the  Warrant  Certificate  has been  acquired by a bona fide
purchaser)  countersign  and deliver to the Registered  Holder in lieu thereof a
new Warrant  Certificate of like tenor representing an equal aggregate number of
Warrants. Applicants for a substitute Warrant Certificate shall comply with such
other  reasonable  regulations  and pay such  other  reasonable  charges  as the
Warrant Agent may prescribe.

      8. REDEMPTION.

            (a) Subject to the provisions of paragraph 2(e) hereof,  on not less
than  thirty  (30) days  notice  given at any time  after one year from the date
hereof,  the  Warrants  may be  redeemed,  at the  option of the  Company,  at a
redemption price of $0.001 per Warrant,  provided the Market Price of the Common
Stock  receivable  upon  exercise of the Warrant shall exceed $1.00 (the "Target
Price"),  subject to adjustment as set forth in Section 8(f) below. Market Price
for the purpose of this Section 8 shall mean the average of the closing high bid
prices of the common stock for five consecutive trading days ending on the third
day prior to the date on which notice is given,  which notice shall be mailed no
later than five days  thereafter.  The  closing  price for each day shall be the
last sale price  regular  way or, in case no such  reported  sale takes place on
such day, the average of the last reported bid and asked prices  regular way, in
either case on the principal  national  securities  exchange on which the Common
Stock is admitted to trading or listed,  or if not listed or admitted to trading
on such exchange,  the average of the highest  reported bid and lowest  reported
asked prices as reported by Nasdaq,  or other similar  organization if Nasdaq is
no longer reporting such  information,  or if not so available,  the fair market
price as determined by the Board of Directors.

            (b) If the  conditions  set forth in Section  8(a) are met,  and the
Company  desires to exercise its right to redeem the  Warrants,  it shall mail a
notice of  redemption  to each of the  Registered  Holders of the Warrants to be
redeemed,  first class, postage prepaid, not later than the thirtieth day before
the date  fixed for  redemption,  at their last  address as shall  appear on the
records  maintained  pursuant to Section  6(b).  Any notice mailed in the manner
provided herein shall be  conclusively  presumed to have been duly given whether
or not the Registered Holder receives such notice.

            (c) The notice of redemption shall specify (i) the redemption price,
(ii)  the  date  fixed  for  redemption,  (iii)  the  place  where  the  Warrant
Certificates shall be delivered and the redemption price paid, and (iv) that the
right to exercise the Warrant  shall  terminate at 5:00 P.M.  (New York time) on
the business day immediately  preceding the date fixed for redemption.  The date
fixed for the redemption of the Warrant shall be the Redemption Date. No failure
to mail such  notice nor any  defect  therein or in the  mailing  thereof  shall
affect  the  validity  of the  proceedings  for such  redemption  except as to a
Registered  Holder (a) to whom  notice  was not  mailed or (b) whose  notice was
defective. An affidavit of the Warrant Agent or of the Secretary or an Assistant
Secretary of the Company that notice of redemption has been mailed shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.

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            (d) Any right to  exercise a Warrant  shall  terminate  at 5:00 P.M.
(New York time) on the business day immediately  preceding the Redemption  Date.
On and after the Redemption Date,  Holders of the Warrants shall have no further
rights except to receive, upon surrender of the Warrant, the Redemption Price.

            (e) From and after the  Redemption  Date  specified for, the Company
shall, at the place specified in the notice of redemption, upon presentation and
surrender to the Company by or on behalf of the Registered Holder thereof of one
or more Warrant  Certificates  evidencing  Warrants to be  redeemed,  deliver or
cause to be delivered to or upon the written  order of such Holder a sum in cash
equal  to the  redemption  price  of each  such  Warrant.  From  and  after  the
Redemption  Date and upon the  deposit or setting  aside by the Company of a sum
sufficient to redeem all the Warrants called for redemption, such Warrants shall
expire  and  become  void  and  all  rights  hereunder  and  under  the  Warrant
Certificates, except the right to receive payment of the redemption price, shall
cease.

            (f) If the shares of the  Company's  Common Stock are  subdivided or
combined into a greater or smaller number of shares of Common Stock,  the Target
Price shall be  proportionally  adjusted by the ratio which the total  number of
shares of Common Stock outstanding  immediately prior to such event bears to the
total number of shares of Common Stock to be outstanding  immediately after such
event.

      9.  ADJUSTMENT  OF EXERCISE  PRICE AND NUMBER OF SHARES OF COMMON STOCK OR
WARRANTS.

            (g) In  case of any  reclassification,  capital  reorganization,  or
other change of outstanding  shares of Common Stock ("Change of Shares"),  or in
case of any  consolidation  or  merger  of the  Company  with  or  into  another
corporation  (other than a  consolidation  or merger in which the Company is the
continuing  corporation  and  which  does not  result  in any  reclassification,
capital reorganization,  or other change of outstanding shares of Common Stock),
or in case of any sale or conveyance to another  corporation  of the property of
the Company as, or substantially  as, an entirety (other than a  sale/leaseback,
mortgage,  or other  financing  transaction),  the Company shall cause effective
provision  to be made so that each holder of a Warrant  then  outstanding  shall
have the right thereafter,  by exercising such Warrant, to purchase the kind and
number of shares  of stock or other  securities  or  property  (including  cash)
receivable upon such reclassification,  capital reorganization, or other change,
consolidation,  merger,  sale, or conveyance by a holder of the number of shares
of Common  Stock that might have been  purchased  upon  exercise of such Warrant
immediately prior to such  reclassification,  capital  reorganization,  or other
change,  consolidation,  merger,  sale, or conveyance.  Any such provision shall
include  provision for adjustments that shall be as nearly  equivalent as may be
practicable to the adjustments provided for in this Section 9. The Company shall
not  effect  any  such  consolidation,  merger,  or  sale  unless  prior  to  or
simultaneously  with the  consummation  thereof the successor (if other than the
Company)  resulting  from  such  consolidation  or  merger  or  the  corporation
purchasing  assets or other  appropriate  corporation or entity shall assume, by
written  instrument  executed and delivered to the Warrant Agent, the obligation
to deliver to the holder of each  Warrant such shares of stock,  securities,  or
assets as, in  accordance  with the  foregoing  provisions,  such holders may be
entitled  to  purchase  and the other  obligations  under  this  Agreement.  The
foregoing  provisions  shall  similarly  apply to  successive  reclassification,
capital reorganizations, and other changes of outstanding shares of Common Stock
and to successive consolidations, mergers, sales, or conveyances.

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            (b) Irrespective of any adjustments or changes in the Purchase Price
or the  number of  shares  of Common  Stock  purchasable  upon  exercise  of the
Warrants,  the Warrant  Certificates  theretofore  and thereafter  issued shall,
unless the Company shall  exercise its option to issue new Warrant  Certificates
pursuant to Section  2(d)  hereof,  continue to express the  Purchase  Price per
share,  the number of shares  purchasable  thereunder,  and the Redemption Price
therefor as the Purchase Price per share,  and the number of shares  purchasable
and the Redemption  Price  therefor were  expressed in the Warrant  Certificates
when the same were originally issued.

            (c) After each  adjustment  of the Purchase  Price  pursuant to this
Section  9, the  Company  will  promptly  prepare  a  certificate  signed by the
Chairman or  President,  and by the  Treasurer or an Assistant  Treasurer or the
Secretary or an  Assistant  Secretary,  of the Company  setting  forth:  (i) the
Purchase  Price as so  adjusted,  (ii) the  number of  shares  of  Common  Stock
purchasable  upon  exercise of each Warrant after such  adjustment,  and, if the
Company  shall have  elected to adjust  the  number of  Warrants,  the number of
Warrants to which the registered  holder of each Warrant shall then be entitled,
and the adjustment in Redemption  Price resulting  therefrom,  and (iii) a brief
statement of the facts accounting for such adjustment. The Company will promptly
file such  certificate  with the Warrant Agent and cause a brief summary thereof
to be sent by ordinary first class mail to each registered holder of Warrants at
his last address as it shall appear on the registry  books of the Warrant Agent.
No failure to mail such notice nor any defect therein or in the mailing  thereof
shall  affect the validity  thereof  except as to the holder to whom the Company
failed  to mail  such  notice,  or  except as to the  holder  whose  notice  was
defective.  The affidavit of an officer of the Warrant Agent or the Secretary or
an Assistant Secretary of the Company that such notice has been mailed shall, in
the absence of fraud, be prima facie evidence of the facts stated therein.

            (d) For  purposes of Section  9(a) and 9(b)  hereof,  the  following
provisions (i) to (ii) shall also be applicable:

                  (i) The number of shares of Common  Stock  outstanding  at any
given  time shall  include  shares of Common  Stock  owned or held by or for the
account of the Company and the sale or issuance of such  treasury  shares or the
distribution  of any such  treasury  shares shall not be  considered a Change of
Shares for purposes of said sections.

                  (ii) No adjustment of the Purchase  Price shall be made unless
such  adjustment  would require an increase or decrease of at least $.05 in such
price; provided that any adjustments which by reason of this subsection (ii) are
not  required to be made shall be carried  forward and shall be made at the time
of and together with the next  subsequent  adjustment  which,  together with any
adjustment(s)  so carried  forward,  shall require an increase or decrease of at
least $.05 in the Purchase Price then in effect hereunder.

            (e) Any  determination  as to whether an  adjustment in the Purchase
Price in effect hereunder is required pursuant to Section 9, or as to the amount
of any such  adjustment,  if required,  shall be binding upon the holders of the
Warrants  and the Company if made in good faith by the Board of Directors of the
Company.

            (f) If and whenever the Company shall grant to the holders of Common
Stock,  as such,  rights or warrants to  subscribe  for or to  purchase,  or any
options for the purchase  of,  Common Stock or  securities  convertible  into or
exchangeable  for or carrying a right,  warrant,  or option to  purchase  Common
Stock, the Company shall concurrently  therewith grant to each Registered Holder
as of the record date for such transaction of the Warrants then outstanding, the
rights,  warrants,  or options to which each  Registered  Holder would have been
entitled if, on the record date used to determine the  stockholders  entitled to
the rights,  warrants,  or options being granted by the Company,  the Registered
Holder were the holder of record of the number of whole  shares of Common  Stock
then issuable  upon  exercise of his Warrants.  Such grant by the Company to the
holders of the Warrants shall be in lieu of any adjustment which otherwise might
be called for pursuant to this Section 9.

                                       8
<PAGE>

      10. FRACTIONAL WARRANTS AND FRACTIONAL SHARES.

            (a) If the  number of shares of Common  Stock  purchasable  upon the
exercise of each Warrant is adjusted  pursuant to Section 9 hereof,  the Company
nevertheless  shall not be required to issue fractions of shares,  upon exercise
of the  Warrants or  otherwise,  or to  distribute  certificates  that  evidence
fractional  shares.  With respect to any fraction of a share called for upon any
exercise hereof,  the Company shall pay to the Holder an amount in cash equal to
such fraction  multiplied by the current market value of such fractional  share,
determined as follows:

                  (i) If the  Common  Stock is listed on a  National  Securities
Exchange or admitted to unlisted  trading  privileges on such exchange or listed
for trading on Nasdaq,  the current  value shall be the last reported sale price
of the Common Stock on such  exchange on the last business day prior to the date
of exercise of this  Warrant or if no such sale is made on such day, the average
of the closing bid and asked prices for such day on such exchange; or

                  (ii) If the Common Stock is not listed or admitted to unlisted
trading privileges, the current value shall be the mean of the last reported bid
and asked prices  reported by the National  Quotation  Bureau,  Inc. on the last
business day prior to the date of the exercise of this Warrant; or

                  (iii) If the  Common  Stock is not so  listed or  admitted  to
unlisted  trading  privileges and bid and asked prices are not so reported,  the
current value shall be an amount  determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.

            11. WARRANT HOLDERS NOT DEEMED  STOCKHOLDERS.  No holder of Warrants
shall,  as such,  be entitled to vote or to receive  dividends  or be deemed the
holder of Common  Stock that may at any time be issuable  upon  exercise of such
Warrants for any purpose  whatsoever,  nor shall  anything  contained  herein be
construed to confer upon the holder of Warrants, 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 or reclassification of stock, change of par value or change of stock to no
par value,  consolidation,  merger,  or conveyance or otherwise),  or to receive
notice of meetings,  or to receive dividends or subscription  rights, until such
Holder shall have exercised such Warrants and been issued shares of Common Stock
in accordance with the provisions hereof.

            12.  RIGHTS OF  ACTION.  All rights of action  with  respect to this
Agreement are vested in the respective  Registered Holders of the Warrants,  and
any Registered  Holder of a Warrant,  without consent of the Warrant Agent or of
the holder of any other Warrant, may, in his own behalf and for his own benefit,
enforce  against the Company his right to exercise his Warrants for the purchase
of shares of Common Stock in the manner provided in the Warrant  Certificate and
this Agreement.

            13. AGREEMENT OF WARRANT HOLDERS.  Every holder of a Warrant, by his
acceptance thereof,  consents and agrees with the Company, the Warrant Agent and
every other holder of a warrant that:

                                       9
<PAGE>

            (b) The warrants are transferable  only on the registry books of the
Warrant Agent by the Registered Holder thereof in person or by his attorney duly
authorized  in writing and only if the Warrant  Certificates  representing  such
Warrants are  surrendered at the office of the Warrant  Agent,  duly endorsed or
accompanied by a proper instrument of transfer satisfactory to the Warrant Agent
and  the  Company  in  their  sole  discretion,  together  with  payment  of any
applicable transfer taxes; and

            (c) The Company and the Warrant  Agent may deem and treat the person
in whose name the Warrant  Certificate  is  registered  as the holder and as the
absolute,  true,  and lawful owner of the Warrants  represented  thereby for all
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice or knowledge to the contrary,  except as otherwise  expressly provided in
Section 7 hereof.

      14. CANCELLATION OF WARRANT CERTIFICATES. If the Company shall purchase or
acquire any Warrant or Warrants, the Warrant Certificate or Warrant Certificates
evidencing  the same shall  thereupon  be  delivered  to the  Warrant  Agent and
canceled by it and  retired.  The Warrant  Agent shall also cancel  Common Stock
following  exercise  of  any  or all of  the  Warrants  represented  thereby  or
delivered to it for transfer, split up, combination, or exchange.

      15.  CONCERNING  THE WARRANT  AGENT.  The Warrant Agent acts  hereunder as
agent and in a  ministerial  capacity for the  Company,  and its duties shall be
determined  solely by the  provisions  hereof.  The Warrant  Agent shall not, by
issuing and  delivering  Warrant  Certificates  or by any other act hereunder be
deemed to make any  representations as to the validity,  value, or authorization
of the  Warrant  Certificates  or the  Warrants  represented  thereby  or of any
securities or other  property  delivered upon exercise of any Warrant or whether
any stock issued upon exercise of any Warrant is fully paid and nonassessable.

      The   Warrant   Agent  shall  not  at  any  time  be  under  any  duty  or
responsibility to any holder of Warrant Certificates to make or cause to be made
any adjustment of the Purchase  Price or the  Redemption  Price provided in this
Agreement,  or to  determine  whether any fact exists which may require any such
adjustments,  or with  respect to the  nature or extent of any such  adjustment,
when made,  or with respect to the method  employed in making the same. It shall
not (i) be liable for any recital or statement of facts contained  herein or for
any  action  taken,  suffered,  or  omitted  by it in  reliance  on any  Warrant
Certificate or other  document or instrument  believed by it in good faith to be
genuine and to have been  signed or  presented  by the proper  party or parties,
(ii) be  responsible  for any  failure on the part of the Company to comply with
any of its  covenants  and  obligations  contained  in this  Agreement or in any
Warrant  Certificate,  or (iii) be liable for any act or omission in  connection
with this Agreement except for its own negligence or wilful misconduct.

      The Warrant Agent may at any time consult with counsel  satisfactory to it
(who  may  be  counsel  for  the  Company)  and  shall  incur  no  liability  or
responsibility for any action taken,  suffered or omitted by it in good faith in
accordance with the opinion or advice of such counsel.

      Any notice, statement,  instruction,  request, direction, order, or demand
of the Company shall be  sufficiently  evidenced by an instrument  signed by the
Chairman  of the  Board,  President,  any  Vice  President,  its  Secretary,  or
Assistant  Secretary,  (unless  other  evidence  in  respect  thereof  is herein
specifically  prescribed).  The Warrant Agent shall not be liable for any action
taken,  suffered or omitted by it in  accordance  with such  notice,  statement,
instruction, request, direction, order, or demand believed by it to be genuine.

      The Company agrees to pay the Warrant Agent  reasonable  compensation  for
its  services  hereunder  and  to  reimburse  it  for  its  reasonable  expenses
hereunder; it further agrees to indemnify the Warrant Agent and save it harmless
against any and all losses,  expenses,  and  liabilities,  including  judgments,
costs,  and counsel  fees,  for anything done or omitted by the Warrant Agent in
the execution of its duties and powers  hereunder except losses,  expenses,  and
liabilities  arising as a result of the  Warrant  Agent's  negligence  or wilful
misconduct.

                                       10
<PAGE>

      The Warrant Agent may resign its duties and be discharged from all further
duties and liabilities  hereunder (except liabilities arising as a result of the
Warrant  Agent's own  negligence  or wilful  misconduct),  after giving 60 days'
prior  written  notice to the  Company.  At least 15 days prior to the date such
resignation is to become effective, the Warrant Agent shall cause a copy of such
notice of  resignation  to be mailed to the  Registered  Holder of each  Warrant
Certificate at the Company's expense. Upon such resignation, or any inability of
the Warrant  Agent to act as such  hereunder,  the Company  shall  appoint a new
warrant  agent in writing.  If the Company  shall fail to make such  appointment
within  a  period  of 30 days  after it has been  notified  in  writing  of such
resignation by the resigning  Warrant Agent,  then the Registered  Holder of any
Warrant  Certificate  may apply to any court of competent  jurisdiction  for the
appointment of a new warrant agent. Any new warrant agent,  whether appointed by
the  Company  or by such a  court,  shall be a bank or  trust  company  having a
capital and surplus,  as shown by its last published report to its stockholders,
of not less than  $10,000,000 or a stock transfer  company.  After acceptance in
writing of such appointment by the new warrant agent is received by the Company,
such new warrant agent shall be vested with the same powers, rights, duties, and
responsibilities as if it had been originally named herein as the Warrant Agent,
without any further assurance,  conveyance,  act, or deed; but if for any reason
it shall be necessary or expedient to execute and deliver any further assurance,
conveyance,  act, or deed,  the same shall be done at the expense of the Company
and shall be legally and validly executed and delivered by the resigning Warrant
Agent.  Not later than the effective  date of any such  appointment  the Company
shall file notice thereof with the resigning  warrant Agent and shall  forthwith
cause a copy of such  notice  to be  mailed  to the  Registered  Holder  of each
Warrant Certificate.

      Any corporation  into which the Warrant Agent or any new warrant agent may
be converted or merged or any corporation  resulting from any  consolidation  to
which  the  Warrant  Agent  or any new  warrant  agent  shall  be a party or any
corporation  succeeding  to the trust  business of the Warrant  Agent shall be a
successor  warrant agent under this Agreement  without any further act, provided
that such  corporation  is eligible for  appointment as successor to the Warrant
Agent  under the  provisions  of the  preceding  paragraph.  Any such  successor
warrant agent shall  promptly cause notice of its succession as warrant agent to
be  mailed  to  the  Company  and to  the  Registered  Holder  of  each  Warrant
Certificate.

      The Warrant Agent,  its  subsidiaries  and  affiliates,  and any of its or
their  officers  or  directors,  may buy and  hold or  sell  Warrants  or  other
securities of the Company and otherwise deal with the Company in the same manner
and to the same  extent  and with like  effects  as  though it were not  Warrant
Agent.  Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.

      16.  MODIFICATION  OF AGREEMENT.  The Warrant Agent and the Company may by
supplemental  agreement  make any changes or  corrections  in this Agreement (i)
that they  shall  deem  appropriate  to cure any  ambiguity  or to  correct  any
defective  or  inconsistent  provision  or  manifest  mistake  or  error  herein
contained; or (ii) that they may deem necessary or desirable and which shall not
adversely affect the interests of the holders of Warrant Certificates; PROVIDED,
HOWEVER, that this Agreement shall not otherwise be modified,  supplemented,  or
altered in any  respect  except  with the  consent in writing of the  Registered
Holders of Warrant  Certificates  representing not less than 50% of the Warrants
then outstanding;  and PROVIDED, FURTHER, that no change in the number or nature
of the securities  purchasable upon the exercise of any Warrant, or the Purchase
Price therefor,  or the  acceleration of the Warrant  Expiration  Date, shall be
made  without  the  consent in writing of the  Registered  Holder of the Warrant
Certificate   representing  such  Warrant,   other  than  such  changes  as  are
specifically  prescribed by this Agreement as originally executed or are made in
compliance with applicable law.

                                       11
<PAGE>

      17. NOTICES.  All notices,  requests,  consents,  and other communications
hereunder  shall be in  writing  and  shall be  deemed  to have  been  made when
delivered or mailed first class registered or certified mail, postage prepaid as
follows: if to the Registered Holder of a Warrant Certificate, at the address of
such holder as shown on the registry books  maintained by the Warrant Agent;  if
to the Company, The Empire State Building, 350 Fifth Avenue, New York, NY 10118,
Attention:  Michael L. Metter,  President,  with a copy sent to  Sichenzia  Ross
Friedman  Ference  LLP,  1065  Avenue  of the  Americas,  New  York,  NY  10018,
Attention:  Richard A. Friedman,  Esq. or at such other address as may have been
furnished to the Warrant Agent in writing by the Company;  and if to the Warrant
Agent, at its Corporate office.

      18.  GOVERNING LAW. This  Agreement  shall be governed by and construed in
accordance  with  the  laws of the  State  of New  York,  without  reference  to
principles of conflict of laws.

      19. BINDING EFFECT.  This Agreement shall be binding upon and inure to the
benefit of the Company and, the Warrant  Agent and their  respective  successors
and assigns, and the holders from time to time of Warrant Certificates.  Nothing
in this  Agreement  is intended or shall be  construed  to confer upon any other
person any right,  remedy,  or claim, in equity or at law, or to impose upon any
other person any duty, liability, or obligation.

      20.  TERMINATION.  This Agreement shall terminate at the close of business
on the Warrant  Expiration  Date of all the  Warrants or such  earlier date upon
which all  Warrants  have been  exercised,  except that the Warrant  Agent shall
account  to the  Company  for cash held by it and the  provisions  of Section 15
hereof shall survive such termination.

      21. COUNTERPARTS.  This Agreement may be executed in several counterparts,
which taken together shall constitute a single document.


                                       12
<PAGE>

                                 SIGNATURE PAGE

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

                                        SPONGETECH DELIVERY SYSTEMS, INC.

                                        By:
                                           ----------------------------
                                           Michael L. Metter,
                                           President



                                        CONTINENTAL STOCK TRANSFER & TRUST CO.

                                        By:
                                           ----------------------------
                                           By:
                                           Its:








                                       13
<PAGE>

                                    EXHIBIT A

                      [Form of Face of Warrant Certificate]

                                 No. W Warrants


                            VOID AFTER _____ __, 2010

                REDEEMABLE CLASS A COMMON STOCK PURCHASE WARRANT

                        SPONGETECH DELIVERY SYSTEMS, INC.

                     THIS CERTIFIES THAT FOR VALUE RECEIVED

or registered  assigns (the  "Registered  Holder") is the owner of the number of
Redeemable Class A Common Stock Purchase Warrants ("Warrants")  specified above.
Each Warrant initially  entitles the Registered  Holder to purchase,  subject to
the terms and conditions set forth in this Certificate and the Warrant Agreement
(as hereinafter defined), one fully paid and nonassessable share of Common Stock
("Common Stock"), of Spongetech Delivery Systems,  Inc., a corporation organized
under the laws of the state of Delaware (the "Company"), at any time between the
Initial Warrant Exercise Date and the Expiration Date (as hereinafter  defined),
upon  the  presentation  and  surrender  of this  Warrant  Certificate  with the
Subscription  Form on the reverse hereof duly executed,  at the corporate office
of Continental  Stock  Transfer & Trust Co., as Warrant Agent,  or its successor
(the "Warrant Agent"), accompanied by payment of $0.50 (the "Purchase Price") in
lawful  money of the United  States of America  in cash or by  official  bank or
certified check made payable to Spongetech Delivery Systems, Inc.

      This Warrant  Certificate and each Warrant  represented  hereby are issued
pursuant to and are  subject in all  respects  to the terms and  conditions  set
forth in the Warrant  Agreement (the "Warrant  Agreement") dated _____ __, 2005,
by and between the Company and the Warrant Agent.

      In the  event  of  certain  contingencies  provided  for  in  the  Warrant
Agreement, the Purchase Price or the number of shares of Common Stock subject to
purchase  upon the  exercise of each Warrant  represented  hereby are subject to
modifications or adjustment.

      Each  Warrant  represented  hereby  is  exercisable  at the  option of the
Registered  Holder,  but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants  represented  hereby, the
Company  shall cancel this Warrant  Certificate  upon the  surrender  hereof and
shall execute and deliver a new Warrant  Certificate or Warrant  Certificates of
like tenor, which the Warrant Agent shall  countersign,  for the balance of such
Warrants.

      The term  "Expiration  Date" shall mean 5:00 p.m. (New York time) on _____
__, 2010, or such earlier date as the Warrants  shall be redeemed.  If such date
shall in the  State of New York be a  holiday  or a day on which  the  banks are
authorized  to close,  then the  Expiration  Date shall mean 5:00 p.m. (New York
time) the next  following day which in the State of New York is not a holiday or
a day on which banks are authorized to close.

      The Company shall not be obligated to deliver any  securities  pursuant to
the  exercise  of  this  Warrant  unless  a  registration  statement  under  the
Securities  Act of  1933,  as  amended,  with  respect  to  such  securities  is
effective.  This Warrant shall not be exercisable by a Registered  Holder in any
state where such exercise would be unlawful.

<PAGE>

      This Warrant Certificate is exchangeable, upon the surrender hereof by the
Registered  Holder at the  corporate  office  of the  Warrant  Agent,  for a new
Warrant Certificate or Warrant  Certificates of like tenor representing an equal
aggregate number of Warrants, each of such new Warrant Certificates to represent
such number of Warrants as shall be designated by such Registered  Holder at the
time of such surrender.  Upon due presentment  with any transfer fee in addition
to any tax or other  governmental  charge imposed in connection  therewith,  for
registration  of transfer of this  Warrant  Certificate  at such  office,  a new
Warrant  Certificate or Warrant  Certificates  representing  an equal  aggregate
number of  Warrants  will be  issued to the  transferee  in  exchange  therefor,
subject to the limitations provided in the Warrant Agreement.

      Prior to the exercise of any Warrant  represented  hereby,  the Registered
Holder  shall not be entitled  to any rights of a  stockholder  of the  Company,
including,  without  limitation,  the right to vote or to receive  dividends  or
other  distributions,  and shall not be  entitled  to receive  any notice of any
proceedings of the Company, except as provided in the Warrant Agreement.

      This Warrant may be redeemed at the option of the Company, at a redemption
price of  $.001  per  Warrant  upon at least  30  days'  prior  written  notice,
commencing on _________,  2005 (six months after the date hereof),  provided the
Market Price (as defined in the Warrant  Agreement) for the securities  issuable
upon exercise of such Warrant shall exceed $1.00.  Notice of redemption shall be
given not later than the thirtieth day before the date fixed for redemption, all
as  provided  in the  Warrant  Agreement.  On  and  after  the  date  fixed  for
redemption,  the  Registered  Holder  shall have no rights with  respect to this
Warrant  except  to  receive  the  $.001  per  Warrant  upon  surrender  of this
Certificate.

      Prior to due presentment for registration of transfer hereof,  the Company
and the Warrant Agent may deem and treat the  Registered  Holder as the absolute
owner  hereof  and of  each  Warrant  represented  hereby  (notwithstanding  any
notations  of  ownership  or  writing  hereon  made by anyone  other than a duly
authorized  officer of the Company or the Warrant  Agent) for all  purposes  and
shall not be affected by any notice to the contrary.

      This Warrant  Certificate shall be governed by and construed in accordance
with the laws of the State of New York.

      This Warrant Certificate is not valid unless  countersigned by the Warrant
Agent.


<PAGE>


      IN WITNESS WHEREOF,  the Company has caused this Warrant Certificate to be
duly  executed,  manually or in facsimile by two of its officers  thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.

                                      SPONGETECH DELIVERY SYSTEMS, INC.

                                      By:
                                         --------------------------------------
                                         Michael L. Metter,
                                         President

Date:
     -----------------------------

                                     [Seal]

COUNTERSIGNED:

CONTINENTAL STOCK TRANSFER & TRUST CO.


--------------------------
as Warrant Agent

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

<PAGE>

                    [Form of Reverse of Warrant Certificate]

                                SUBSCRIPTION FORM

      To Be Executed by the Registered Holder in Order to Exercise Warrants


      THE UNDERSIGNED  REGISTERED HOLDER hereby  irrevocably  elects to exercise
_____  Warrants  represented  by this Warrant  Certificate,  and to purchase the
securities  issuable  upon the  exercise of such  Warrants,  and  requests  that
certificates for such securities shall be issued in the name of

                  ____________________________________________
           (please insert social security or other identifying number)

and be delivered to

                  ____________________________________________

                  ____________________________________________

                  ____________________________________________

                  ____________________________________________
                     (please print or type name and address)


and if such number of Warrants  shall not be all the Warrants  evidenced by this
Warrant  Certificate,  that a new  Warrant  Certificate  for the balance of such
Warrants be registered in the name of, and delivered to, the  Registered  Holder
at the address stated below:

                  ____________________________________________

                  ____________________________________________

                  ____________________________________________
                                    (Address)

                        _________________________________
                                     (Date)

                        _________________________________
                        (Taxpayer Identification Number)


<PAGE>


If this Warrant has been  solicited by a member of the National  Association  of
Securities Dealers, Inc., the name of such firm is:__________.

                              SIGNATURE GUARANTEED

                                   ASSIGNMENT

       To Be Executed by the Registered Holder in Order to Assign Warrants

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


                  ____________________________________________
           (please insert social security or other identifying number)



                  ____________________________________________

                  ____________________________________________

                  ____________________________________________

                  ____________________________________________
                     (please print or type name and address)



of the Warrants represented by this Warrant Certificate,  and hereby irrevocably
constitutes and appoints  _________________________________ Attorney to transfer
this  Warrant  Certificate  on the  books of the  Company,  with  full  power of
substitution in the premises.

                        _________________________________
                                     (Date)

                              SIGNATURE GUARANTEED

THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION  FORM 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,  AND  MUST  BE
GUARANTEED  BY AN ELIGIBLE  INSTITUTION  (AS DEFINED IN RULE  17Ad-15  UNDER THE
SECURITIES  AND  EXCHANGE  ACT OF 1934) WHICH MAY INCLUDE A  COMMERCIAL  BANK OR
TRUST  COMPANY,  SAVINGS  ASSOCIATION,  CREDIT  UNION  OR A  MEMBER  FIRM OF THE
AMERICAN  STOCK  EXCHANGE,  NEW YORK STOCK  EXCHANGE,  PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.