NUMBER         WARRANTS TO PURCHASE SHARES OF COMMON STOCK             SHARES

               THESE WARRANTS WILL BE VOID IF NOT EXCERCISED
             PRIOR TO 5:00 PM., EASTERN TIME, ON JULY 31, 2005


                          CARBON RECOVERY CORPORATION

              INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY

                                                            SEE REVERSE FOR
                                                          CERTAIN DEFINITIONS

                                 PURCHASE WARRANT

THIS CERTIFIES THAT:


                                     [SEAL]


IS THE OWNER OF

FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF NO PAR VALUE EACH OF

                          CARBON RECOVERY CORPORATION

FOR VALUE RECEIVED Carbon Recovery Corporation, a New Jeresey Corporation
(the "Company") whose address is 8 Tallowood Drive, Medford, New Jersey, 08055,
grants the following rights to the above ("Holder").
   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, no par value, of the Company, (b) "Corporate Officer" shall mean
the office of the Company (or its successor) at which at any particular time
its principal business shall be administered, which office is located at the
date hereof at 8 Tallowood Drive, Medford, New Jersey 08055, (c) "Excercise
Date" shall mean any date upon which the Holder shall give the Company a
Notice of Exercise, which shall be deemed the date the Notice of Exercise was
first deposited in the U.S. Mails, if mailed, or the date received by the
courier company if delivered by recognized courier company, or the date
received by the Company if otherwise given or delivered, (d) "Excercise Price"
shall mean the price to be paid to the Company for each share of Common Stock
to be purchased upon exercise of this Warrant in accordance with the terms
hereof, which shall be $9.00 per share, (e) "Expiration Date" shall mean
5:00 PM (Eastern time) on July 31, 2005, (f) "SEC" shall mean the United
States Securities and Exchange Commission.

2.1 Exercise of Warrant:  This Warrant shall entitle Holder to purchase one (1)
share of Common Stock (the "Share") at the Exercise Price.  This Warrant shall
be exercisable at any time and from time to time prior to the Expiration
Date (the "Exercise Period" upon execution.  This Warrant and the right to
purchase the Share hereunder shall expire and become void at the Expiration
Date.

2.2 Manner of Exercise: (a) Holder may exercise this Warrant at any time and
from time to time during the Exercise Period by delivering to the Company at
its Corporate Office (i) a duly executed Notice of Exercise in substantially
the form attached as Appendix 1 hereto and (ii) a bank cashier's or certified
check for the aggregate Exercise Price of the Share being purchased.  (b) From
time to time upon exercise of this Warrant in accordance with its terms, the
Company will cause its transfer agent to countersign and deliver the
stock certificate to the Holder representing the share being purchased pursuant
to such exercise, subject to adjustment as described herein.

2.3 Termination:  All rights of the Holder in this Warrant shall terminate
on the Expiration Date.  (a) No Right Piror to Exercise:  Prior to exercise
pursuant to Section 2.2 above, this Warrant shall not entitle the Holder to
any voting or other rights as holder of Shares.  (b) Adjustments:  In case of
any reclassification, capital reorganization, stock dividend, or other
change of outstanding shares of Common Stock, 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 reclassification, capital reorganization, stock
dividend, or other change of outstanding shares of


                                                  (Continued on reverse side)

     This certificate is not valid until countersigned by the Transfer Agent.

     WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.


DATED:                      COUNTERSIGNED:

                                        OLDE MONMOUTH STOCK TRANSFER CO., INC.
                            200 MEMORIAL PARKWAY, ATLANTIC HIGHLANDS, NJ 07716
                                                                TRANSFER AGENT

                            BY:


                                                          AUTHORIZED SIGNATURE


                         CARBON RECOVERY CORPORATION
/s/Dave Allen                   CORPORATE                 /s/Lois E. Augustine
  SECRETARY                       SEAL                            PRESIDENT
                                  2003
                                NEW JERSEY


<PAGE>  Exhibit 4.3 - Pg. 1


                         CARBON RECOVERY CORPORATION
                                  WARRANT

(Continued from front)

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 the Holder shall have the right
thereafter, by exercising the Warrant, to purcahse the kind and number of
shares of stock or other securities or property (including cash) receivable
upon such reclassification, capital reorganization, stock dividend, or other
charge, consolidation, merger, sale or conveyance as the Holder would have
been entitled to receive had the Holder exercised this Warrant in full
immediately before such reclassification, capital reorganization, stock
dividend, or other charge, 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 2.3.  The foregoing provisions shall similarly apply to
successive reclassifications, capital reorganizations, stock dividends, and
other charges of outstanding shares of Common Stock and to successive
consolidations, mergers, sales or conveyances.  (c) Fractional Shares:  No
fractional Shares shall be issuable upon exercise or conversion of this
Warrant and the number of Shares to be issued shall be rounded down to the
nearest whole Share.  If a fractional Share interest arises upon any exercise
or conversion of the Warrant, the Company shall eliminate such fractional
Share interest by paying Holder the amount computed by multiplying the
fractional interest by the closing bid price of a full Share on the date of
the Notice of Exercise.

4.1 Representations and Warranties  The Company hereby represents and warrants
to the Holder as follows: (a) All Shares which may be issued upon the
exercise of the purchase right represented by this Warrant shall, upon
issuance, by duly authorized, validly issued, fully-paid and nonassessable,
and free of any liens and encumbrances except for restriction on transfer
provided for herein or under applicable federal and state securities laws, and
not subject to any pre-emptive rights.  (b) The Company is a corporation duly
organized and validly existing under the laws of the State of New Jersey, and
has full power and authority to issue this Warrant and to comply with the
terms hereof.  The execution, delivery and performance by the Company of its
obligations under this warrant, including, without limitation, the issuance
of the Shares upon any exercise of the Warrant, have been duly authorized by
all necessary binding obligation of the Company, enforceable in accordance
with its terms, except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting enforceablity of
creditors' rights generally and except as the availability of the remedy of
specific enforcement, injunctive relief or other equitable relief is subject
to the discretion of the court before wich any proceeding therefore may be
brought.  (c) The Company is not subject to or bound by any provision of any
certificate or articles of incorporation or by-laws, mortagage, deed of trust,
lease, note, note, bond, indenture, other instrument or statute, any court,
governmental body, administrative agency or arbitrator which could prevent or
be violated by or under which there would be a default (or right of
termination) as a result of the execution, delivery and performance by the
Company of this Warrant.

=============================================================================

                                 ASSIGNMENT
    (To be Executed by the Registered Holder in Order to Assign Warrants)

    FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
                              transfer(s) unto


PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
[                                   ]


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           (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
                 INCLUDING ZIP CODE OF ASSIGNEE)

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 Corporation with
full power of substitution in the premises.


Dated__________________________   ___________________________________________
                                                 Signature(s)

                                  ___________________________________________


_______________________________   ___________________________________________
   Signature(s) Guaranteed               (Social Security or Taxpayer
                                            Identification Number)


                             NOTICE OF EXERCISE
                   (To Be Executed by the Registered Holder
                        In Order to Exercise Warrants)

     THE UNDERSIGNED REGISTERED HOLDER hereby irrevocably subscribes for
________________ shares of the common stock of the Company named on the face
of this certificate, at $9.00 per share pursuant and in accordance with the
terms and conditions of this Warrant and hereby makes payable of $___________
therefore, together with the Regulation S Subscripton Agreement provided by
Carbon Recovery Corporation and requests that certificates for such
securities shall be issued in the name of
______________________________________________________[                     ]
                                                       PLEASE INSERT SOCIAL
                                                         SECURITY OR OTHER
                                                       IDENTIFICATION NUMBER
and be delivered to:_________________________________________________________
                          (PLEASE PRINT OR TYPE NAME AND ADDRESS)

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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:

_____________________________________________________________________________
                      (PLEASE PRINT OR TYPE ADDRESS)


Dated__________________________   ___________________________________________
                                                 Signature(s)

                                  ___________________________________________


_______________________________   ___________________________________________
  Signature(s) Guaranteed                  (Social Security or Taxpayer
                                              Identification Number)

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THESE SHARES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES
LAW.  THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
REGULATION S PROMULTATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES
OR TO U.S. PERSONS AS SUCH TERM IS DEFINED IN REGULATION S UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS,
OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
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THE SIGNATURE TO THE ASSIGNMENT OR THE SUBSCRIPTION FORM MUST CORRESPOND TO
THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED TO A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF A
NATIONAL OR REGIONAL OR OTHER RECOGNIZED STOCK EXCHANGE IN CONFORMANCE WITH A
SIGNATURE GUARANTEE MEDALLION PROGRAM.
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STOCK MARKET INFORMATION


<PAGE>  Exhibit 4.3 - Pg. 2