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                                                                     Exhibit 4.2


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.

         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.

                                           
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         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 
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, 

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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.

          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.


SEAL                                   APOLLO INTERNATIONAL OF
                                       DELAWARE, INC.


                                       By:___________________________           
                                          Name: David W. Clarke, President



                                       By:____________________________          
                                          Name: Christine Clewes
                                          Title:  Secretary

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