Neither this Warrant nor the shares of Common Stock issuable on exercise of this
Warrant have been  registered  under the  Securities  Act of 1933.  None of such
securities may be transferred in the absence of  registration  under such Act or
an opinion of counsel to the effect that such registration is not required.

                             IDM ENVIRONMENTAL CORP.

                          AMENDED AND RESTATED WARRANT

DATED: November ____, 1998

Number of Shares:

Holder:

Address:
 

-------------------------------

1. THIS CERTIFIES THAT the Holder is entitled to purchase from IDM ENVIRONMENTAL
CORP., a New Jersey corporation  (hereinafter called the "Company"),  the number
of shares of the Company's  common stock ("Common Stock") set forth above, at an
exercise  price equal to $0.33 per share for  exercises  occurring  on or before
December 31, 1998 and at $1.00 per share for exercises  occurring after December
31, 1998.  This Warrant  amends,  restates and  supercedes,  in its entirety,  a
warrant (the  "Original  Warrant")  issued,  on or about  February 11, 1998 (the
"Original Issue Date"), in conjunction with the execution of a lock-up agreement
(the "Lock-Up Agreement").  The Original Warrant evidenced the right to purchase
a like number of shares of Common Stock at $4.50 per share.  This Warrant may be
exercised in whole or in part at any time prior to expiration.

2. All rights  granted under this Warrant shall expire on the third  anniversary
of the Original Issue Date.

3. Notwithstanding  anything to the contrary contained herein,  Holder shall not
have the right to exercise this Warrant so long as and to the extent that at the
time of such  exercise,  such  exercise  would  cause the Holder  then to be the
"beneficial  owner"  of  five  percent  (5%)  or  more  of  the  Company's  then
outstanding Common Stock. For purposes hereof, the term "beneficial owner" shall
have the meaning ascribed to it in Section 13(d) of the Securities  Exchange Act
of 1934.  The  opinion  of  legal  counsel  to  Holder,  in form  and  substance
satisfactory  to the Company and the  Company's  counsel,  shall  prevail in all
matters relating to the amount of Holder's beneficial ownership.


                                       1
<PAGE>


4. In the event the  Company  breaches  its  obligation  to deliver  irrevocable
instructions  to its transfer agent as required under Section 14, then,  without
limiting Holder's other rights and remedies,  the Company shall forthwith pay to
the Holder an amount accruing at the rate of $1,000 per day for each day of such
breach for each 20,000 shares of common stock subject to this Warrant,  with pro
rata payments for shares in an amount less than 20,000.

5. This Warrant and the Common  Stock  issuable on exercise of this Warrant (the
"Underlying Shares") may be transferred, sold, assigned or hypothecated, only if
registered  by the Company  under the  Securities  Act of 1933,  as amended (the
"Act"),  or if the Company has  received  from  counsel to the Company a written
opinion to the effect that  registration of the Warrant or the Underlying Shares
is  not  necessary  in  connection  with  such  transfer,  sale,  assignment  or
hypothecation.  The Warrant and the  Underlying  Shares  shall be  appropriately
legended to reflect this restriction and stop transfer instructions shall apply.
The Holder shall through its counsel  provide such  information as is reasonably
necessary in connection with such opinion.

6. The holder of this Warrant is entitled to certain  registration  rights under
the Lock-Up  Agreement.  Upon each permitted  transfer of this Warrant after the
registration statement has been declared effective,  the Company will within two
business  days  after  receipt of notice  thereof  supplement  the  registration
statement  to  reflect  the  name of the  transferee  as a  selling  shareholder
thereunder.

7. On not less than five (5) days prior written  notice to the Holder,  provided
that the  closing bid price of the Common  Stock has  equaled or exceeded  $2.50
(the "Redemption  Trigger Price") for a period of ten (10)  consecutive  trading
days ending  within thirty (30) days of the notice of  redemption,  this Warrant
may  be  redeemed,  at the  option  of the  Company,  at  $.01  per  share  (the
"Redemption  Price").  The notice of redemption shall specify the date fixed for
redemption (the "Redemption  Date"),  the aggregate  redemption price payable to
the Holder,  and the  procedures  to be followed to effect the  redemption.  The
right to exercise  this Warrant  shall  terminate  at 5:00 p.m.  (E.S.T.) on the
business day immediately preceding the Redemption Date.

8. Any  permitted  assignment of this Warrant shall be effected by the Holder by
(i) executing the form of assignment at the end hereof,  (ii)  surrendering  the
Warrant  for  cancellation  at the  office of the  Company,  accompanied  by the
opinion  of  counsel  to the  Company  referred  to above;  and (iii)  unless in
connection  with an effective  registration  statement  which covers the sale of
this Warrant and or the shares  underlying the Warrant,  delivery to the Company
of a statement by the  transferee  (in a form  acceptable to the Company and its
counsel) that such Warrant is being  acquired by the Holder for  investment  and
not with a view to its  distribution  or resale;  whereupon  the  Company  shall
issue, in the name or names  specified by the Holder  (including the Holder) new
Warrants  representing  in the  aggregate  rights to purchase the same number of
Shares as are purchasable under the Warrant surrendered.  Such Warrants shall be
exercisable  immediately  upon any such  assignment  of the  number of  Warrants
assigned.  The  transferor  will pay all relevant  transfer  taxes.  Replacement
warrants shall bear the same legend as is borne by this Warrant.


                                       2
<PAGE>


9. The term "Holder" shall be deemed to include any permitted record  transferee
of this Warrant.

10. The Company  covenants  and agrees that all shares of Common Stock which may
be issued upon exercise hereof will, upon issuance,  be duly and validly issued,
fully paid and  non-assessable  and no  personal  liability  will  attach to the
holder  thereof.  The Company  further  covenants  and agrees  that,  during the
periods  within  which this  Warrant may be  exercised,  the Company will at all
times have authorized and reserved a sufficient number of shares of Common Stock
for issuance upon exercise of this Warrant and all other Warrants.

11. This  Warrant  shall not  entitle  the Holder to any voting  rights or other
rights as a stockholder of the Company.

12. In the  event  that as a result of  reorganization,  merger,  consolidation,
liquidation,  recapitalization,  stock  split,  combination  of  shares or stock
dividends  payable with respect to such Common Stock, the outstanding  shares of
Common  Stock of the Company are at any time  increased  or decreased or changed
into or exchanged for a different  number or kind of share or other  security of
the  Company or of another  corporation,  then  appropriate  adjustments  in the
number  and  kind of such  securities  then  subject  to this  Warrant,  and the
Redemption Trigger Price and Redemption Price, shall be made effective as of the
date of such occurrence so that the position of the Holder upon exercise will be
the same as it would have been had it owned  immediately prior to the occurrence
of such events the Common Stock subject to this Warrant.  Such adjustment  shall
be made successively whenever any event listed above shall occur and the Company
will notify the Holder of the Warrant of each such adjustment. Any fraction of a
share resulting from any adjustment  shall be eliminated and the price per share
of the remaining shares subject to this Warrant adjusted accordingly.

13. The rights  represented  by this Warrant may be exercised at any time within
the period above  specified by (i)  surrender of this Warrant (with the purchase
form at the end hereof properly  executed) at the principal  executive office of
the Company (or such other  office or agency of the Company as it may  designate
by notice in writing to the Holder at the address of the Holder appearing on the
books of the Company); (ii) payment to the Company of the exercise price for the
number of Shares  specified in the  above-mentioned  purchase form together with
applicable  stock transfer taxes, if any; and (iii) unless in connection with an
effective  registration statement which covers the sale of the shares underlying
the Warrant, the delivery to the Company of a statement by the Holder (in a form
acceptable to the Company and its counsel)  that such Shares are being  acquired
by the  Holder  for  investment  and not  with a view to their  distribution  or
resale.

14.  Within two  business  days  following  each  receipt by the  Company of the
documents  required to exercise  all or any part of this  Warrant as provided in
Section 13, the Company shall deliver  irrevocable  instructions to its transfer
agent  (with a copy to  Holder)  to issue  on an  expedited  basis  certificates
evidencing the shares of common stock so purchased. Such certificates shall bear
appropriate  restrictive legends in accordance with applicable  securities laws,
but shall be unrestricted  and bear no legends once the  registration  statement
referred to above has been declared effective.


                                       3
<PAGE>

15. This Warrant shall be governed by and construed in accordance  with the laws
of the State of New Jersey.  The federal and state courts in the city of Newark,
New Jersey  shall  have  exclusive  jurisdiction  over this  instrument  and the
enforcement thereof. Service of process shall be effective if by certified mail,
return  receipt  requested.  All notices shall be in writing and shall be deemed
given upon  receipt by the party to whom  addressed.  This  instrument  shall be
enforceable by decrees of specific performances well as other remedies.

     IN WITNESS WHEREOF,  IDM Environmental  Corp. has caused this Warrant to be
signed by its duly authorized officers under Its corporate seal, and to be dated
as of the date set forth above.


IDM ENVIRONMENTAL CORP.


By:
   ------------------------------
   JOEL A. FREEDMAN, President