<PAGE>



         AGREEMENT, dated this 16th day of July, 1997 by and between APOLLO 
INTERNATIONAL OF DELAWARE, INC., a Delaware corporation (the "Company"), and 
AMERICAN STOCK TRANSFER & TRUST COMPANY, as Warrant Agent (the "Warrant 
Agent"). 

                                 W I T N E S S E T H:

         WHEREAS, in connection with (i) the offering to the public of up to 
800,000 shares of the Company's common stock, $.01 par value ("Common 
Stock"), and 800,000 redeemable warrants, entitling the holder to purchase 
one share of Common Stock ("Redeemable Warrants") (collectively referred to 
as the "Securities"), (ii) the over-allotment option to purchase up to 
120,000 shares of Common Stock and/or 120,000 Redeemable Warrants (the 
"Over-allotment Option"), and (iii) the sale to May Davis Group, Inc. its 
successors and assigns ("May Davis") of warrants (the "Underwriter's 
Warrants") to purchase up to 80,000 shares of Common Stock and/or 80,000 
Redeemable Warrants, such Redeemable Warrants, except as otherwise set forth 
herein, being identical to the Redeemable Warrants being sold to the public 
(the Redeemable Warrants issuable upon the exercise of the Underwriter's 
Warrants are referred to as the "Common Stock Warrants"), the Company will 
issue up to 920,000 Redeemable Warrants and may issue up to 80,000 Common 
Stock Warrants (subject to increase as provided in the Underwriter's Warrant 
Agreement); and

         WHEREAS, the Company desires to provide for the issuance of 
certificates representing the Redeemable Warrants and the Common Stock 
Warrants (collectively, the "Warrants"); and

         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 and exchange of certificates 
representing the Warrants and the exercise of the Warrants.

         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 
Underwriter, the holders of certificates representing the Warrants and the 
Warrant Agent, the parties hereto agree as follows:

SECTION 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, par
value $.01 per share.




<PAGE>

    (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 on the date hereof at 40 Wall 
Street, New York, New York.

    (c)       "Exercise Date" shall mean, subject to the provisions of 
Section 5(b) hereof, as to any Warrant, the date on which the Warrant Agent 
shall have received both (i) the Warrant Certificate representing such 
Warrant, with the exercise form thereon duly executed by the Registered 
Holder hereof with such Registered Holder's signature guaranteed, and (ii) 
payment in cash or by bank or cashier's check made payable to the Warrant 
Agent for the account of the Company, of the amount in lawful money of the 
United States of America equal to the applicable Purchase Price.

    (d)  "Initial Warrant Exercise Date" shall mean the earlier of the date 
upon which the Company gives a notice of redemption of the Redeemable 
Warrants or, July 10, 1999 for the Redeemable Warrants and for the Common 
Stock Warrants.
    
    (e)       "Initial Warrant Redemption Date" shall mean July 10, 1998, 
provided May Davis shall have consented in writing to the redemption, which 
consent shall be required for redemptions occurring on or before July 10, 
1999. 

    (f)       "Purchase Price" shall mean, subject to modification and 
adjustment as provided in Section 8, $5.50 per share of Common Stock.

    (g)  "Registered Holder" shall mean the person in whose name any 
certificate representing the Warrants shall be registered on the books 
maintained by the Warrant Agent pursuant to Section 6.
    
    (h)       "Subsidiary" or "Subsidiaries" shall mean any corporation or 
corporations, as the case may be, of which stock having ordinary power to 
elect a majority of the Board of Directors of such corporation (regardless of 
whether or not at the time stock of any other class or classes of such 
corporation shall have or may have voting power by reason of the happening of 
any contingency) is at the time directly or indirectly owned by the Company 
or by one or more Subsidiaries, or by the Company and one or more 
Subsidiaries.
    
    (i)       "Transfer Agent" shall mean American Stock Transfer & Trust 
Company, or its authorized successor.
    
    (j)       "Underwriting Agreement" shall mean the underwriting agreement 
dated July 10, 1997 between the Company and May Davis, relating to the 
purchase for resale to the public of the Securities.

                                          2
<PAGE>
    
    (k)       "Underwriter's Warrant Agreement" shall mean the agreement 
dated as of July 16, 1997 between the Company and May Davis relating to and 
governing the terms and provisions of the Underwriter's Warrants.

    (l)       "Warrant Certificate" shall mean a certificate representing 
each of the Warrants substantially in the form annexed hereto as Exhibit A.

    (m)       "Warrant Expiration Date" shall mean, unless the Warrants are 
redeemed as provided in Section 9 hereof prior to such date, 5:00 p.m. 
(Eastern time) on July 10, 2003 for the Redeemable Warrants and for the 
Common Stock Warrants or, if such date shall in the State of New York be a 
holiday or a day on which banks are authorized to close, than 5:00 p.m. 
(Eastern 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 to close.

SECTION 2.    Warrants and Issuance of Warrant Certificates.

    (a)       One Warrant shall initially entitle the Registered Holder of 
the Warrant Certificate representing such Warrant to purchase at the Purchase 
Price therefor from the Initial Warrant Exercise Date until the Warrant 
Expiration Date one share of Common Stock upon the exercise thereof, subject 
to modification and adjustment as provided in Section 8 
    
    (b)       Upon execution of this Agreement, Warrant Certificates 
representing 800,000 Redeemable Warrants to purchase up to an aggregate of 
80,000 shares of Common Stock (subject to modification and adjustment as 
provided in Section 8) shall be executed by the Company and delivered to the 
Warrant Agent.
    
    (c)       Upon exercise of the Over-allotment Option, in whole or in 
part, and payment of the applicable sums, Warrant Certificates representing 
up to 120,000 Redeemable Warrants to purchase up to an aggregate of 120,000 
shares of Common Stock (subject to modification and adjustment as provided in 
Section 8) shall be executed by the Company and delivered to the Warrant 
Agent.
    
    (d)       Upon exercise of the Underwriter's Warrants as provided 
therein, and payment of the applicable exercise price, Warrant Certificates 
representing 80,000 Common Stock Warrants to purchase up to an aggregate of 
80,000 shares of Common Stock (subject to modification and adjustment as 
provided in Section 8 hereof and in the Underwriter's Warrant Agreement), 
shall be executed by the Company and delivered to the Warrant Agent.
    
    (e)       From time to time, up to the Warrant Expiration Date, as the 
case may be, the Warrant Agent shall countersign and deliver Warrant 
Certificates in required denominations of one or whole number multiplies 
thereof to the person entitled thereto in connection with any transfer or 
exchange permitted under this Agreement.  Except as provided in Section 7 
hereof, no Warrant Certificates shall be issued except (i) Warrant 
Certificates initially issued hereunder, (ii) Warrant Certificates issued 
upon any transfer or exchange of Warrants, (iii) Warrant 

                                       3
<PAGE>

Certificates issued in replacement of lost, stolen, destroyed or mutilated 
Warrant Certificates pursuant to Section 7, (iv) Warrant Certificates issued 
upon exercise of the Underwriter's Warrant Agreement (including Common Stock 
Warrants in excess of 80,000 Underwriter's Warrants issued as a result of the 
antidilution provisions contained in the Underwriter's Warrant Agreement), 
and (v) at the option of the Company, Warrant Certificates in such form as 
may be approved by 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 8 hereof.
    
SECTION 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.  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).
    
    (b)       Warrant Certificates shall be executed on behalf of the Company 
by its Chairman of the Board, President or any Vice President and by its 
Treasurer or an Assistant Treasurer or 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 such officer of the Company before the date of issuance of the Warrant 
Certificates or before countersignature by the Warrant Agent and issue and 
delivery thereof, such Warrant Certificates, nevertheless, may 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 such officer of the Company.
    

SECTION 4.  Exercise.

    (a)       Warrants may be exercised commencing at any time on or after 
the Initial Warrant Exercise Date, but not after the Warrant Expiration Date, 
upon the terms and subject to the conditions set forth herein (including the 
provisions set forth in Sections 5 and 9 hereof) 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, provided 
that the Warrant Certificate representing such Warrant, with the exercise 
form thereon duly executed by the Registered Holder thereof with such 
Registered Holder's signature guaranteed, together with 

                                          4
<PAGE>

payment in cash or by bank or cashier's check made payable to the order of 
the Company, of an amount in lawful money of the United States of America 
equal to the applicable Purchase Price has been received in good funds by the 
Warrant Agent.  The person entitled to receive the securities deliverable 
upon such exercise shall be treated for all purposes as the holder of such 
securities as of the close of business on the Exercise Date.  As soon as 
practicable on or after the Exercise Date and in any event within five 
business days after such date, upon due exercise of Warrants, the Warrant 
Agent on behalf of the Company shall cause to be issued to the person or 
persons entitled to receive the same a Common Stock certificate or 
certificates for the shares of Common Stock deliverable upon such exercise, 
and the Warrant Agent shall deliver the same to the person or persons 
entitled thereto.  Upon the exercise of any two or more even whole number 
multiples of Warrants, the Warrant Agent shall promptly notify the Company in 
writing of such fact and of the number of securities delivered upon such 
exercise and, subject to subsection (b) below, shall cause all payments of an 
amount in cash or by check made payable to the order of the Company, equal to 
the Purchase Price, to be deposited promptly in the Company's bank account.
    
    (b)       At any time upon the exercise of Warrants after one year and 
one day from the date hereof, (i) the market price of the Company's Common 
Stock is equal to or greater than the Purchase Price, (ii) the exercise of 
the Warrant is solicited by May Davis at such time while May Davis is a 
member of the National Association of Securities Dealers, Inc. ("NASD"), 
(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 Warrant is not in violation of 
Regulation M promulgated under the Securities Exchange Act of 1934, then May 
Davis shall be entitled to receive from the Company upon exercise of each of 
the Warrants so exercised, a fee of five percent (5%) of the aggregate price 
of the Warrants so exercised (the "Exercise Fee").  Within five (5) days 
after the end of each month, commencing in July 1998, the Warrant Agent will 
notify May Davis of each Warrant Certificate which has been properly 
completed for exercise by holders of Warrants during the last month.  The 
Warrant Agent will provide May Davis with such information, in connection 
with the exercise of each Warrant, as May Davis shall reasonably request.  
The Company hereby authorizes and instructs the Warrant Agent to deliver to 
May Davis the Exercise Fee promptly after receipt by the Warrant Agent from 
the Company of a check payable to the order of May Davis in the amount of the 
Exercise Fee.  In the event that an Exercise Fee is paid to May Davis with 
respect to a Warrant which was not properly completed for exercise or in 
respect of which May Davis is not entitled to an Exercise Fee, May Davis will 
return such Exercise Fee to the Warrant Agent which shall forthwith return 
such fee to the Company.  May Davis and the Company may at any time after 
July 16, 1997, and 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 Section 4(b) may not be modified, 
amended or deleted without the prior consent of May Davis.
    
    (c)       The Company shall not be obligated to issue any fractional 
share interests or fractional warrant interests upon the exercise of any 
Warrant or Warrants, nor shall it be 

                                          5
<PAGE>

obligated to issue scrip or pay cash in lieu of fractional interests.  Any 
fractional interest shall be eliminated.
    
    (d)       Anything in this Section 4 notwithstanding, no Warrant will be 
exercisable unless at the time of exercise the Company has filed with the 
Securities and Exchange Commission a registration statement under the 
Securities Act of 1933 covering the shares of Common Stock issuable upon 
exercise of such Warrant and such shares have been so registered or qualified 
or deemed to be exempt under the securities laws of the state of residence of 
the holder of such Warrant.
    
SECTION 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 
issuance 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 thereof, be duly 
and validly issued and fully paid and nonassessable and free from all 
preemptive or similar rights, taxes, liens and charges with respect to the 
issuance thereof, and that upon issuance such shares shall be listed on each 
securities exchange, if any, on which the other shares of outstanding Common 
Stock of the Company are then listed.
    
    (b)       The Company covenants that, so long as any unexpired Warrants 
remain outstanding, the Company will file such post-effective amendments to 
the registration statement (Form SB-2, Registration No. 333-18071) (the 
"Registration Statement") filed pursuant to the Securities Act of 1933 (the 
"Act") with respect to the Warrants (or other appropriate registration 
statements or post-effective amendment or supplements) as may be necessary to 
permit it to deliver to each person exercising a Warrant, a prospectus 
meeting the requirements of Section 10(a)(3) of the Act and otherwise 
complying therewith, and will deliver such a prospectus to each such person.  
To the extent that during any period it is not reasonably likely that the 
Warrants will be exercised, due to market price or otherwise, the Company 
need not file such a post-effective amendment or other registration statement 
or post-effective amendments or supplements during such period.  The Company 
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 of Common 
Stock upon exercise of the Warrants; provided, however, that if 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.
    

                                         6
<PAGE>


    (d)       The Warrant Agent is hereby irrevocably authorized as the 
Transfer Agent to requisition from time to time certificates representing 
shares of Common Stock or other securities required upon exercise of the 
Warrants, and the Company will comply with all such requisitions.
    
SECTION 6.    Exchange and Registration of Transfer.

    (a)       Warrant Certificates may be exchanged for other Warrant 
Certificates representing an equal aggregate number of Warrants or may be 
transferred in whole or in part.  Warrant Certificates to be so exchanged 
shall be surrendered to the Warrant Agent at its Corporate Office, and the 
Company shall execute and the Warrant's 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 such office, books in which, 
subject to such reasonable regulations as it may prescribe, it shall register 
Warrant Certificates and the transfer thereof.  Upon due presentment for 
registration of 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 any Warrant Certificates presented for 
registration of transfer, or for exchange or exercise, the subscription or 
exercise form, as the case may be, 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 thereof with such Registered Holder's 
signature guaranteed.
    
    (d)       A $10 service charge may be imposed for any exchange, 
registration or transfer of Warrant Certificates.  However, the Company may 
require payment of a sum sufficient to cover any tax or other governmental 
charge that may be imposed in connection therewith.
    
    (f)       All Warrant Certificates surrendered for exercise or for 
exchange shall be promptly canceled by the Warrant Agent.
    
    (g)       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 of each Warrant 
represented thereby (notwithstanding any notations of ownership or writing 
thereon made by anyone other than the Company or the Warrant Agent) for all 
purposes and shall not be affected by any notice to the contrary.
    
SECTION 7.    Loss or Mutilation.



                                        7
<PAGE>

    (a)       Upon receipt by the Company and the Warrant Agent of evidence 
satisfactory to them of the ownership of and the loss, theft, destruction or 
mutilation of any Warrant Certificate and (in the case of loss, theft or 
destruction) of indemnity satisfactory to them, and (in case of mutilation) 
upon surrender and cancellation thereof, the Company shall execute and the 
Warrant Agent shall countersign and deliver in lieu thereof a new Warrant 
Certificate representing an equal aggregate number of Warrants.  Applicants 
for a substitute Warrant Certificate shall also comply with such other 
reasonable regulations and pay such other reasonable fees as the Warrant 
Agent shall establish.
    
    SECTION 8.     Adjustment of Exercise Price.

    (a)       Except as hereinafter provided, in the event the Company shall, 
at any time or from time to time after the date hereof, sell any shares of 
Common Stock for a consideration per share less than the lower of (i) the 
closing bid price of the Common Stock as reported on NASDAQ on the trading 
date next preceding such sale (the "Market Price"), or (ii) the Share 
Exercise Price then in effect, or issue any shares of Common Stock as a stock 
dividend to the holders of Common Stock, or subdivide or combine the 
outstanding shares of Common Stock into a greater or lesser number of shares 
(any such sale, issuance, subdivision or combination being herein called a 
"Change of Shares"), then, and thereafter immediately before the date of such 
sale or the record date for each Change of Shares, the Share Exercise Price 
for the Common Stock included in this Warrant (whether or not the same shall 
be issued and outstanding) in effect immediately prior to such Change of 
Shares shall be changed to a price (including any applicable fraction of a 
cent to the nearest cent) determined by dividing (1) the product of (a) the 
Share Exercise Price in effect immediately before such Change of Shares and 
(b) the sum (i) the total number of shares of Common Stock outstanding 
immediately prior to such Change of Shares, and (ii) the number of shares 
determined by dividing (A) the aggregate consideration, if any, received by 
the Company upon such sale, issuance, subdivision or combination, by (3) the 
lesser of (x) the Market Price, and (y) the Share Exercise Price, in effect 
immediately prior to such Change of Shares; by (2) the total number of shares 
of Common Stock outstanding immediately after such Change of Shares.
    
    (b)       For the purposes of any adjustment to be made in accordance 
with Section 8(a) the following provisions shall be applicable:
    
         (i)

                (A)       In case of the issuance or sale of shares of Common 
Stock (or of other securities deemed hereunder to involve the issuance or 
sale of shares of Common Stock) for a consideration part or all of which 
shall be cash, the amount of the cash portion of the consideration therefor 
deemed to have been received by the Company shall be (i) the subscription 
price (before deducting any commissions or any expenses incurred in 
connection therewith), if shares of Common Stock are offered by the Company 
for subscription, or (ii) the public offering price (before deducting 
therefrom any compensation paid or discount allowed in the sale, underwriting 
or purchase thereof by underwriters or dealers or others performing similar 
services, or any expenses incurred in connection therewith), if such 
securities are sold to 

                                          8
<PAGE>

underwriters or dealers for public offering without a subscription offering, 
or (iii) the gross amount of cash actually received by the Company for such 
securities, in any other case.
              
              (B)       In case of the issuance or sale (otherwise than as a 
dividend or other distribution on any stock of the Company, and otherwise 
than on the exercise of options, rights or warrants or the conversion or 
exchange of convertible or exchangeable securities) of shares of Common Stock 
(or of other securities deemed hereunder to involve the issuance or sale of 
shares of Common Stock) for a consideration part or all of which shall be 
other than cash, the amount of the consideration therefor other than cash 
deemed to have been received by the Company shall be the value of such 
consideration as determined in good faith by the Board of Directors of the 
Company.
              
              (C)       Shares of Common Stock issuable by way of dividend or 
other distribution on any stock of the Company shall be deemed to have been 
issued immediately after the opening of business on the day following the 
record date for the determination of shareholders entitled to receive such 
dividend or other distribution and shall be deemed to have been issued 
without consideration.
              
              (D)       The reclassification of securities of the Company 
other than shares of Common Stock into securities including shares of Common 
Stock shall be deemed to involve the issuance of such shares of Common Stock 
for a consideration other than cash immediately prior to the close of 
business on the date fixed for the determination of security holders entitled 
to receive such shares, and the value of the consideration allocable to such 
shares of Common Stock shall be determined as provided in subsection (B) of 
this Section 8(a).
              
              (F)       The number of shares of Common Stock at any one time 
outstanding shall be deemed to include the aggregate maximum number of shares 
issuable (subject to readjustment upon the actual issuance thereof) upon the 
exercise of options, rights or warrants and upon the conversion or exchange 
of convertible or exchangeable securities.
              
         (i)       Upon each adjustment of the Exercise Price pursuant to 
this Section 8, the number of shares of Common Stock purchasable upon the 
exercise of each Warrant shall be the number derived by multiplying the 
number of shares of Common Stock purchasable immediately prior to such 
adjustment by the Exercise Price in effect prior to such adjustment and 
dividing the product so obtained by the applicable adjusted Exercise Price.
         
    (c)       In case the Company shall at any time after the date hereof 
issue options, rights or warrants to subscribe for shares of Common Stock, or 
issue any securities convertible into or exchangeable for shares of Common 
Stock, for a consideration per share (determined as provided in Section 8(a) 
and as provided below) less than the lower of (i) the Market Price, or (ii) 
Share Exercise Price in effect immediately prior to the issuance of such 
options, rights or warrants, or such convertible or exchangeable securities, 
or without consideration (including the issuance of any such securities by 
way of dividend or other distribution), the Exercise Price for the Common 
Stock included in this Underwriter's Warrants (whether or not the same shall 
be 

                                          9
<PAGE>

issued and outstanding) in effect immediately prior to the issuance of such 
options, rights or warrants, or such convertible or exchangeable securities, 
as the case may be, shall be reduced to a price determined by making the 
computation in accordance with the provisions of Section 8(a) hereof, 
provided that:
    
              (A)       The aggregate maximum number of shares of Common 
Stock, as the case may be, issuable or that may become issuable under such 
options, rights or warrants (assuming exercise in full even if not then 
currently exercisable or currently exercisable in full) shall be deemed to be 
issued and outstanding at the time such options, rights or warrants were 
issued, for a consideration equal to the minimum Exercise Price per share 
provided for in such options, rights or warrants at the time of issuance, 
plus the consideration, if any, received by the Company for such options, 
rights or warrants; provided, however, that upon the expiration or other 
termination of such options, rights or warrants, if any thereof shall not 
have been exercised, the number of shares of Common Stock deemed to be issued 
and outstanding pursuant to this subsection (A) (and for the purposes of 
subsection (E) of Section 8(a) hereof) shall be reduced by the number of 
shares as to which options, warrants and/or rights shall have expired, and 
such number of shares shall no longer be deemed to be issued and outstanding, 
and the Exercise Price then in effect shall forthwith be readjusted and 
thereafter be the price that it would have been had adjustment been made on 
the basis of the issuance only of the shares actually issued plus the shares 
remaining issuable upon the exercise of those options, rights or warrants as 
to which the exercise rights shall not have expired or terminated unexercised.
              
              (B)       The aggregate maximum number of shares of Common 
Stock issuable or that may become issuable upon conversion or exchange of any 
convertible or exchangeable securities (assuming conversion or exchange in 
full even if not then currently convertible or exchangeable in full) shall be 
deemed to be issued and outstanding at the time of issuance of such 
securities, for a consideration equal to the consideration received by the 
Company for such securities, plus the minimum consideration, if any, 
receivable by the Company upon the conversion or exchange thereof; provided, 
however, that upon the expiration or other termination of the right to 
convert or exchange such convertible or exchangeable securities (whether by 
reason of redemption or otherwise), the number of shares of Common Stock 
deemed to be issued and outstanding pursuant to this subsection (B) (and for 
the purposes of subsection (E) of Section 8(a) hereof) shall be reduced by 
the number of shares as to which the conversion or exchange rights shall have 
expired or terminated unexercised, and such number of shares shall no longer 
be deemed to be issued and outstanding, and the Exercise Price then in effect 
shall forthwith be readjusted and thereafter be the price that it would have 
been had adjustment been made on the basis of the issuance only of the shares 
actually issued plus the shares remaining issuable upon conversion or 
exchange of those convertible or exchangeable securities as to which the 
conversion or exchange rights shall not have expired or terminated 
unexercised.
              
              (C)       If any change shall occur in the exercise price per 
share provided for in any of the options, rights or warrants referred to in 
subsection (A) of this section 8(b), or in the price per share or ratio at 
which the securities referred to in subsection (3) of this 

                                          10
<PAGE>

Section 8(b) are convertible or exchangeable, such options, rights or 
warrants or conversion or exchange rights, as the case may be, to the extent 
not theretofore exercised, shall be deemed to have expired or terminated on 
the date when such price change became effective in respect of shares not 
theretofore issued pursuant to the exercise or conversion or exchange 
thereof, and the Company shall be deemed to have issued upon such date new 
options, rights or warrants or convertible or exchangeable securities.
              
    (d)       In case of any reclassification or change of outstanding shares 
of Common Stock issuable upon exercise of the Warrants (other than a change 
in par value, or from par value to no par value, or from no par value to par 
value or as a result of subdivision or combination), or in case of any 
consolidation or merger of the Company with or into another corporation 
(other than a merger with a subsidiary in which merger the Company is the 
continuing corporation and which does not result in any reclassification or 
change of the then outstanding shares of Common Stock or other capital stock 
issuable upon exercise of the Warrants) 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, then, as a condition of such reclassification, 
change, consolidation, merger, sale or conveyance, the Company, or such 
successor or purchasing corporation, as the case may be, shall make lawful 
and adequate provision whereby the Registered Holder of each Public Warrant 
then outstanding shall have the right thereafter to receive on exercise of 
such Public Warrant the kind and amount of securities and property receivable 
upon such reclassification, change, consolidation, merger, sale or conveyance 
by a holder of the number of securities issuable upon exercise of such 
Warrant immediately prior to such reclassification, change, consolidation, 
merger, sale or conveyance and shall forthwith file at the Corporate Office 
of the Warrant Agent a statement signed by its President or a Vice President 
and by its Treasurer or an Assistant Treasurer or its Secretary or an 
Assistant Secretary evidencing such provision.  Such provisions shall include 
provision for adjustments which shall be as nearly equivalent as may be 
practicable to the adjustments provided for in Section 8(a) and (b).  The 
above provisions of this Section 8(c) shall similarly apply to successive 
reclassifications and changes of shares of Common Stock and to successive 
consolidations, mergers, sales or conveyances.
    
    (e)       Irrespective of any adjustments or changes in the Share 
Exercise Price or the number of shares of Common Stock purchasable upon 
exercise of the Public Warrants, the Warrant Certificates theretofore and 
thereafter issued shall, unless the Company shall exercise its option to 
issue new Warrant Certificates pursuant to the terms hereof, continue to 
express the Share Exercise Price per share and the number of shares 
purchasable thereunder as the Share Exercise Price per share and the number 
of shares purchasable thereunder were expressed in the Warrant Certificates 
when the same were originally issued.

    (f)       After each adjustment of the Share Exercise Price pursuant to 
this Section 8, 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 
Exercise Price as so adjusted, (ii) the number of shares of Common Stock 
purchasable upon exercise of each Warrant, after such adjustment, and (iii) a 
brief statement of the facts accounting for such adjustment.  The Company 
will promptly file 

                                          11
<PAGE>

such certificate with the Warrant Agent and cause a brief summary thereof to 
be sent by ordinary first class mail to each Registered Holder 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.

    (g)       No adjustment of the Share Exercise Price or the number of 
shares issuable shall be made as a result of or in connection with (A) the 
issuance or sale of the Underwriter's Warrants or the Securities underlying 
the Underwriter's Warrants, (B) the issuance or sale of the securities 
pursuant to the Initial Public Offering, including the securities underlying 
the Securities, (C) the issuance or sale of shares of Common Stock pursuant 
to options, warrants, stock purchase agreements and convertible or 
exchangeable securities outstanding or in effect on the date hereof, 
including options to be granted under the Company's 1996 Stock Option Plan or 
Common Stock issuable on the exercise of such options,  or (D) the issuance 
or sale of shares of Common Stock if the amount of said adjustment shall be 
less than $.02 for one share of Common Stock, provided, however, that in such 
case, any adjustment that would otherwise be required then to be made shall 
be carried forward and shall be made at the time of and together with the 
next subsequent adjustment that shall amount, together with any adjustment so 
carried forward, to at least $.02 for one share of Common Stock.  In 
addition, Registered Holders shall not be entitled to cash dividends paid by 
the Company prior to the exercise of any Public Warrant or Public Warrants 
held by them.
    
SECTION 9.    Redemption.

    (a)       Commencing on the Initial Warrant Redemption Date, the Company 
may, on 30 days prior written notice redeem all the Redeemable Warrants at 
$.25 per Redeemable Warrant, provided, however, that before any such call for 
redemption of Warrants can take place, the (i) average closing bid price for 
the Common Stock in the over-the-counter market as reported by the NASD 
Automated Quotation System or (ii) the average closing sale price on the 
primary exchange on which the Common Stock is traded, if the Common Stock is 
traded on a national securities exchange, or (iii) average closing sale price 
in the over-the-counter market as furnished by The National Quotation Bureau, 
Inc., or NASD historical research department, if the Common Stock is not 
listed or admitted for trading on any national securities exchange, and is 
not reported by NASDAQ, shall have for twenty (20) consecutive trading days 
ending not more than 15 days prior to the notice of redemption exceeded 150% 
of the Purchase Price (initially $7.50 per share of Common Stock) (subject to 
adjustment in the event of any stock splits or other similar events as 
provided in Section 8 hereof); provided further, that if such redemption 
occurs on or before July 10, 1999, the representative of the Company's 
Underwriters has consented in writing to the redemption.  All Redeemable 
Warrants must be redeemed if any are redeemed.
    

                                          12
<PAGE>

    (b)    In the event the Company exercises its right to redeem all of the 
Redeemable Warrants, it shall give or cause to be given notice to the 
Registered Holders of the Redeemable Warrants, by mailing to such Registered 
Holders a notice of redemption, first class, postage prepaid, within 15 
calendar days of the aforementioned twenty (20) consecutive trading days and 
not later than the twenty-fifth (25th) day before the date fixed for 
redemption, at their last address as shall appear on the records of the 
Warrant Agent.  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.  At the time of the mailing to the Registered 
Holders of the Warrants of the notice of redemption, the Company shall 
deliver or cause to be delivered to May Davis a similar notice telephonically 
and confirmed in writing together with a list of the Registered Holders 
(including their respective addresses and number of Warrants beneficially 
owned) to whom such notice of redemption has been or will be given.
    
    (c)       The notice of redemption shall specify (i) the redemption 
price, (ii) the date fixed for redemption, (iii) the place where the Warrant 
Certificate shall be delivered and the redemption price shall be 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 Warrants 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 the 
Secretary or 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.
    
    (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.  The redemption price payable to the Registered Holders shall be mailed 
to such persons at their addresses of record.
    
SECTION 10.   Concerning the Warrant Agent.

    (a)       The Warrant Agent acts hereunder as agent and in a ministerial 
capacity for the Company and May Davis, 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 or 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.
    
    (b)       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 provided in this Agreement, or to 
determine whether any fact exists which may require any such adjustment, 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 fact contained herein or for any 
action taken, suffered or omitted 

                                          13
<PAGE>

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 gross negligence or willful misconduct.
    
    (c)       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.
    
    (d)       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 of Directors, Vice-Chairman or 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.
    
    (e)       The Company agrees to pay the Warrant Agent reasonable 
compensation for its services hereunder and to reimburse it for its 
reasonable expenses hereunder; the Company 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 gross negligence or willful misconduct.
    
    (f)       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 willful misconduct), after 
giving 30 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 the Company shall appoint in writing a new warrant agent.  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 doing business in New York, New York.  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 

                                          14
<PAGE>

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.
    
    (g)       Any corporation into which the Warrant Agent or any new warrant 
agent may be converted or merged, 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 corporate trust business of the 
Warrant Agent or any new 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 Holders of each Warrant Certificate.
    
    (h)       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 effect 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.
    
    (i)       The Warrant Agent shall retain for a period of two years from 
the date of exercise any Warrant Certificate received by it upon such 
exercise, marked to indicate its cancellation thereof in accordance with 
Section 6(e) hereof.
    
SECTION 11.   Modification of Agreement.

         The Warrant Agent and the Company may by supplemental agreement make 
any changes or corrections in this Agreement without the approval of any 
holders of Warrants (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; (ii) that they may deem necessary or 
desirable and which shall not adversely affect the interests of the holders 
of Warrant Certificates; or (iii) which may be required by law; 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 representing not less than 50% of the Warrants then outstanding; 
provided, further, that no change in the number of the securities purchasable 
upon the exercise of any Warrant, or the Purchase Price therefor, shall be 
made without the consent in writing of the Registered Holder of the Warrant 
Certificate, other than such changes as are specifically permitted or 
prescribed by this Agreement as originally executed. In addition, this 
Agreement may not be modified, amended or supplemented without the prior 
written consent of May Davis, other than (i) to cure any ambiguity or to 
correct any provision which is inconsistent or which is a manifest mistake or 
error; (ii) to make any such change that is necessary or desirable and which 
shall not adversely affect the interests of May Davis; or (iii) except as may 
be required by law.

                                          15
<PAGE>


SECTION 12.   Notices.

         All notices, requests, consents and other communications hereunder 
shall be in writing and shall be deemed to have been made when delivered or 
five days after mailed first-class postage prepaid, or upon receipt when sent 
by facsimile, with confirmation received, 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 at 6542 Highway 41, 
Suite 215, Apollo Beach, Florida 33572 Attention:  Chairman, 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.  Copies of any 
notice delivered pursuant to this Agreement shall be delivered to May Davis 
at 20 Exchange Place, New York, New York 10005, Attention: President, or at 
such other addresses as may have been furnished to the Company and the 
Warrant Agent in writing.

SECTION 13.   Governing Law.

         This Agreement shall be governed by and construed in accordance with 
the laws of the State of New York without giving effect to conflicts of laws.

SECTION 14.   Binding Effect.

         This Agreement shall be binding upon and inure to the benefit of the 
Company, the Warrant Agent and their respective successors and assigns and 
the holders from time to time of Warrant Certificates or any of them.  Except 
as hereinafter stated, nothing in this Agreement is intended or shall be 
construed to confer upon any other person any right, remedy or claim or to 
impose upon any other person any duty, liability or obligation.  May Davis 
is, and shall at all times irrevocably be deemed to be, a third-party 
beneficiary of this Agreement, with full power, authority and standing to 
enforce the rights granted to it hereunder.  In the event of any conflict 
relating to the Underwriter's Warrant between the terms hereof and the terms 
of the Underwriter's Warrant Agreement, the terms of the Underwriter's 
Warrant Agreement shall prevail.

                                          16
<PAGE>
 
SECTION 15.   Counterparts.

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

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



[SEAL]



APOLLO INTERNATIONAL OF                AMERICAN STOCK TRANSFER & TRUST
DELAWARE, INC.                         COMPANY 



By:  /s/ David W. Clarke               By:  /s/ Herbert J. Lemmer
    ------------------------              ------------------------------
    David W. Clarke,                    Name:  Herbert J. Lemmer
    President                           Title:    President





                                         17
<PAGE>
                                                                  Exhibit A



No.  W__________                           VOID AFTER 5:00 P.M. July 10, 2003


                                                                     WARRANTS


REDEEMABLE WARRANT CERTIFICATE TO
PURCHASE ONE SHARE OF COMMON STOCK

                        APOLLO INTERANTIONAL OF DELAWARE, INC.

                                                                        CUSIP


THIS CERTIFIES THAT, FOR VALUE RECEIVED

or registered assigns (the "Registered Holder") is the owner of the number of 
Redeemable Warrants (the "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 non-assessable share of Common 
Stock, $.01 par value, of Apollo International of Delaware, Inc., a Delaware 
corporation (the "Company"), at any time from July 10, 1999 and prior to 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 American Stock Transfer & Trust 
Company, as Warrant Agent, or its successor (the "Warrant Agent"), 
accompanied by payment of $5.50 per share, subject to adjustment (the 
"Purchase Price"), in lawful money of the United States of America in cash or 
by check made payable to the Warrant Agent for the account of the Company.

         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 July 16, 1997, by and between the Company and the Warrant Agent.

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

                                          
<PAGE>


         Each Warrant represented hereby is exercisable at the option of the 
Registered Holder, but no fractional interests 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 
July 10, 2003.  If each 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 (the "Act"), with respect to 
such securities is effective or an exemption thereunder is available.  The 
Company has covenanted and agreed that, if required by the Act, and unless 
during any period it is not reasonably likely that the Warrants will be 
exercised, it will file a registration statement under the Act, use its best 
efforts to cause the same to become effective, keep such registration 
statement current, if required under the Act, while any of the Warrants are 
outstanding, and deliver a prospectus which complies with Section 10(a)(3) of 
the Act to the Registered Holder exercising this Warrant.  This Warrant shall 
not be exercisable by a Registered Holder in any state where such exercise 
would be unlawful.

         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 and payment of 
any tax or other charge imposed in connection therewith or incident thereto, 
for registration or 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 shareholder 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.

         Subject to the provisions of the Warrant Agreement, this Warrant may 
be redeemed at the option of the Company, at a redemption price of $.25 per 
Warrant, at any time commencing after July 10, 1998, provided that (i) the 
average closing bid price for the Common Stock in the over-the-counter market 
as reported by the National Association of Securities Dealers Automated 
Quotation System ("NASDAQ"), or (ii) the average closing sale price on the 

                                          2
<PAGE>

primary exchange on which the Common Stock is traded, if the Common Stock is 
traded on a national securities exchange, or (iii) the average closing sale 
price in the over-the-counter market as furnished by The National Quotation 
Bureau, Inc., or NASD historical research department, if the Common Stock is 
not listed or admitted for trading on any national securities exchange, and 
is not reported by NASDAQ, shall have for twenty (20) consecutive trading 
days ending no more than fifteen (15) days prior to the Notice of Redemption, 
as defined below, exceeded 150% of the exercise price (initially $7.50 per 
share) of the Redeemable Warrants (subject to adjustment in the event of any 
stock splits or other similar events); provided further, that if such 
redemption occurs on or before July 10, 1999, the representative of the 
Company's Underwriters has consented in writing to the redemption.  Notice of 
redemption (the "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 $.25 per Warrant upon surrender of this Certificate.

         Under certain circumstances, May Davis Group, Inc., its successors 
and assigns shall be entitled to receive an aggregate of five percent (5%) of 
the Purchase Price of the Warrants represented hereby.

         Prior to due presentment for registration or 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, except as provided in 
the Warrant Agreement.

         This Warrant Certificate shall be governed by and construed in 
accordance with the laws of the State of New York without giving effect to 
conflicts of laws.

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

                                          3
<PAGE>


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


                                   APOLLO INTERNATIONAL OF
SEAL                               DELAWARE, INC.


                                   By:---------------------------------- 
                                      Name: David W. Clarke, President



                                   By:-----------------------------------
                                       Name: Christine Clewes
                                       Title:  Secretary

COUNTERSIGNED:


AMERICAN STOCK TRANSFER & TRUST COMPANY,
as Warrant Agent



By:---------------------
   Authorized Officer


<PAGE>


                                  SUBSCRIPTION FORM

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

         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 name of

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER

         ______________________________________________

         ______________________________________________

         ______________________________________________
         (please print or type name and address) 


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.

<PAGE>


                      IMPORTANT: PLEASE COMPLETE THE FOLLOWING:


    1.   The exercise of this Warrant was solicited by May Davis
         Group, Inc.                                                  o    

    2.   The exercise of this Warrant was solicited 
         by __________________________________.                       o    

    3.   If the exercise of this Warrant was not 
         solicited, please check the following box.                   o    


Dated:_________________199____    X_____________________________

                                  ______________________________

                                  ______________________________
                                         Address

                                  ______________________________
                                  Social Security or Taxpayer
                                  Identification Number

                                  ______________________________
                                        Signature Guaranteed

                                  ______________________________



<PAGE>

                                      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.

Dated:_________________199____    X_____________________________
                                       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 MEDALLION GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A 
MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC 
STOCK EXCHANGE, MIDWEST STOCK EXCHANGE OR BOSTON STOCK EXCHANGE, WHO IS A 
MEMBER OF THE MEDALLION PROGRAM.