REGISTRATION RIGHTS AGREEMENT


     This  Registration  Rights Agreement (the  "Agreement") is made and entered
into the ____ day of __________ 1999, by and between IDM Environmental  Corp., a
New Jersey corporation (the "Company"), and the purchaser whose name and address
is set forth on the signature page hereof (the "Purchaser").

     This  Agreement  is made  pursuant to the  Agreement,  dated as of the date
hereof, between the Company and the Purchaser (the "Subscription Agreement"). In
order to induce the  Purchaser  to enter into the  Subscription  Agreement,  the
Company  has agreed to provide for the  benefit of the  Purchaser  and the Other
Purchasers  (as  defined  below)  of the  Offered  Securities  (as  defined  the
Subscription  Agreement),  and any subsequent holders of Registrable  Securities
(as defined below),  the  registration  rights set forth in this Agreement.  The
execution of this Agreement is a condition to the closing under the Subscription
Agreement.

     The  Company  proposes  to  enter  into  substantially  this  same  form of
registration   rights   agreement  with  certain  other  investors  (the  "Other
Purchasers")  and expects to complete  sales of Offered  Securities to them. The
Purchaser  and the  Other  Purchasers  are  hereinafter  sometimes  collectively
referred to as the "Purchasers," and this Agreement and the registration  rights
agreements  executed  by the Company and the Other  Purchasers  are  hereinafter
sometimes collectively referred to as the "Agreements."

     The parties hereby agree as follows:

1.   Definitions

     As used in this Agreement,  the following  capitalized terms shall have the
following meanings:

     Closing  Date:  Has the  meaning  such  term is given  in the  Subscription
Agreement.

     Common  Shares:  The shares of Common  Stock of the  Company  issued to the
Purchaser and constituting a portion of the Offered Securities.

     Common Stock:  The shares of common stock, par value $.001 per share of the
Company.

     Conversion  Notice:  The  notice  called  for  by  Section  4.6(b)  of  the
Subscription Agreement.

     Conversion Price: The price determined in accordance with Section 4.6(a) of
the Subscription Agreement.

<PAGE>


     Conversion  Shares:  Shares  of Common  Stock,  if any,  issuable  upon the
conversion of the Promissory  Notes.  Each  Promissory  Note will be convertible
under certain  circumstances  into the number of Conversion Shares determined by
dividing the amount of the  Promissory  Note to be  converted by the  Conversion
Price.

     Effective  Date:  The date  that the  Registration  Statement  is  declared
effective by the SEC.

     Exchange Act: The Securities  Exchange Act of 1934, as amended from time to
time.

     Holder: Each beneficial holder from time to time of Registrable Securities.

     Indemnified Holder: See Section 6(a).

     NASD: National Association of Securities Dealers, Inc.

     Person: An individual,  partnership,  corporation,  trust or unincorporated
organization, or a government or agency or political subdivision thereof.

     Promissory  Notes:  The  Promissory  Notes  issued  by the  Company  to the
Purchaser and comprising a portion of the Offered  Securities issued pursuant to
the Subscription Agreement.

     Registrable  Securities:  The Common Shares and Conversion Shares; provided
that each of those securities cease to be a Registrable Security when it (i) has
been  effectively  registered under Section 5 of the Securities Act and disposed
of in accordance with any Registration  Statement,  (ii) has been distributed to
the public  pursuant to Rule 144 under the  Securities  Act ("Rule 144") (or any
similar  provisions then in force) or (iii) is eligible for  distribution to the
public by the Holder pursuant to Rule 144(k) (or any similar  provisions then in
force).

     Registration Expenses: See Section 5.

     Registration Statement: Any registration statement of the Company which, in
accordance  with  Section 3 hereof,  covers  any of the  Registrable  Securities
pursuant  to  the  provisions  of  this  Agreement,  including  the  Prospectus,
amendments  and   supplements   to  such   Registration   Statement,   including
post-effective  amendments,  and all exhibits and all material  incorporated  by
reference in such Registration Statement.

     Securities Act: The Securities Act of 1933, as amended from time to time.

     SEC: The Securities and Exchange Commission.

     Subscription Date: June 2, 1999.


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<PAGE>

     2. Securities Subject to this Agreement

     Each holder from time to time of Registrable  Securities  shall be entitled
to the  benefits  of this  Agreement.  A Person  is  deemed  to be a  Holder  of
Registrable   Securities  whenever  such  Person  is  the  beneficial  owner  of
Registrable  Securities.  The Company is entitled to treat the record  holder of
Registrable  Securities as beneficial  owner of  Registrable  Securities  unless
otherwise notified by such holder.

     3. Registration  Statement:  Timing of Filing,  Effectiveness and Period of
Usability

     Subject to the provisions of Section 4 hereof,  the Company shall,  as soon
as possible  after the Closing  Date,  but not later than 90 days  following the
Closing Date, prepare and file with the SEC a Registration Statement on Form S-3
(or  any  other  form  of  registration  statement  on  which  it may  file  for
registration under the Securities Act) registering  resales of the Common Shares
and  Conversion  Shares by the Holders from time to time  through the  automated
quotation  system of the  Nasdaq  Small  Cap  Market  or the  facilities  of any
national  securities  exchange or the Nasdaq National Market if the Common Stock
is then listed or quoted thereon or in  privately-negotiated  transactions.  The
Registration  Statement  shall  register  (i)  all  of  the  Common  Shares  and
Conversion  Shares and (ii) such number of additional  shares of Common Stock as
may become  issuable as Common  Shares or  Conversion  Shares as a result of the
anti-dilution  provisions of the Promissory Notes. The Company will use its best
efforts to cause the initial Registration  Statement to be declared effective by
the SEC as soon as possible  after the Closing Date.  The Company  hereby agrees
that  it  shall  (i)  prepare  and  file  such  post-amendments  to the  initial
Registration Statement and/or such additional  Registration Statements as may be
necessary to ensure that at all times there shall be registered with the SEC for
resale by the Holders from time to time as provided in this Section 3 sufficient
shares of Common Stock to account for all Common  Shares and  Conversion  Shares
which become  issuable from time to time with respect to the Offered  Securities
(as  a  result  of  changes  in  the  Conversion  Price),  and  (ii) cause  such
post-effective  amendments  to the initial  Registration  Statement  and/or such
additional  Registration Statements to be declared effective by the SEC prior to
the issuance of any shares of Common Stock covered thereby.

     If the  Registration  Statement  has not been  filed with the SEC within 90
days  following  the  Closing  Date  and/or  is not  effective  within  120 days
following the Closing Date,  the Company will have the  obligation to pay to the
Purchaser  penalty  payments  consisting  of  (1)  $.02  per  Common  Share  and
Conversion  Share held per  month,  plus (2) two  percent  (2%) per month of the
unpaid balance, if any, including accrued but unpaid interest, on the Promissory
Notes.


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<PAGE>

     The first  penalty  payment shall be payable on the earlier to occur of the
120th  calendar  day  following  the Closing  Date or the date the  Registration
Statement is declared  effective.  Subsequent  penalty payments shall be payable
each 30-days thereafter,  except if the Registration Statement shall be declared
effective  prior thereto in which case the subsequent  penalty  payment shall be
made concurrently with such effectiveness.  The penalty payment shall accrue and
be prorated for partial months, assuming a 360-day year of twelve 30-day months.

     The  Company  agrees to use  diligent  efforts  to cause  the  Registration
Statement  to be  declared  effective  as  soon  as  possible  and to  keep  the
Registration  Statement(s)  continuously  effective  and  usable  for  resale of
Registrable  Securities  until one year (the  "Effectiveness  Period")  from the
Closing Date or such shorter  period which will terminate when all Common Shares
and Conversion Shares have ceased to be Registrable Securities.

     4. Registration Procedures

     In connection with the Company's obligation to file Registration Statements
as provided in Section 3 hereof, the Company will as expeditiously as possible:

          (a) prepare and file with the SEC such  amendments and  post-effective
     amendments  to the  Registration  Statement,  and such  supplements  to the
     Prospectus,  as may be required by the rules,  regulations or  instructions
     applicable  to the  registration  form  utilized  by the  Company or by the
     Securities Act or rules and regulations  thereunder for shelf  registration
     or otherwise necessary to keep the Registration Statement effective for the
     applicable  period and cause the Prospectus as so  supplemented to be filed
     pursuant  to Rule  424  under  the  Securities  Act;  and  comply  with the
     provisions of the  Securities  Act with respect to the  disposition  of all
     securities  covered by such  Registration  Statement  during the applicable
     period in accordance with the methods of disposition by the sellers thereof
     set forth in such Registration Statement or supplement to the Prospectus;

          (b)  notify  Purchaser  and  the  Holders  of  Registrable  Securities
     promptly, and confirm such advice in writing,

               (1)  when  the  Prospectus  or  any   Prospectus   supplement  or
          post-effective  amendment  has been filed,  and,  with  respect to the
          Registration Statement or any post-effective  amendment, when the same
          has become effective,

               (2) of the issuance by the SEC of any stop order  suspending  the
          effectiveness of the  Registration  Statement or the initiation of any
          proceedings for that purpose, and


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<PAGE>

               (3) of  the  receipt  by the  Company  of any  notification  with
          respect to the  suspension  of the  qualification  of the  Registrable
          Securities  for  sale  in  any   jurisdiction  or  the  initiation  or
          threatening of any proceeding for such purpose;

          (c) make every reasonable effort to obtain the withdrawal of any order
     suspending the effectiveness of the Registration  Statement at the earliest
     possible moment;

          (d) furnish,  without  charge,  to Purchaser  and, upon request,  each
     Holder  of  Registrable  Securities,  at least  one  conformed  copy of the
     Registration Statement and any post-effective amendment thereto,  including
     financial statements and schedules,  all documents  incorporated therein by
     reference and all exhibits (including those incorporated by reference);

          (e) deliver to  Purchaser  and each Holder of  Registrable  Securities
     without  charge,   as  many  copies  of  the  Prospectus   (including  each
     preliminary  prospectus)  and any amendment or  supplement  thereto as such
     Persons may  reasonably  request;  the  Company  consents to the use of the
     Prospectus  or any amendment or  supplement  thereto by each  Purchaser and
     each Holder of Registrable  Securities in connection  with the offering and
     sale  of  the  Registrable  Securities  covered  by the  Prospectus  or any
     amendment or supplement thereto;

          (f) use its  reasonable  efforts to cause the  Registrable  Securities
     covered by the Registration  Statement to be registered with or approved by
     such governmental agencies or authorities as may be necessary to enable the
     Holders  thereof  to  consummate  the   disposition  of  such   Registrable
     Securities in such  jurisdictions as the Holders may reasonably  specify in
     response to inquiries to be made by the Company,  provided that the Company
     will  not  be  required  to  qualify   generally  to  do  business  in  any
     jurisdiction  where it is not then so qualified or to take any action which
     would  subject  it to general  service of process in any such  jurisdiction
     where it is not then so subject;

          (g) if any event shall occur as a result of which it is necessary,  in
     the  opinion  of  counsel  for the  Company,  to  amend or  supplement  the
     Prospectus in order to make the  Prospectus  not misleading in the light of
     the circumstances existing at the time it is delivered by a Holder, prepare
     a supplement or post-effective  amendment to the Registration  Statement or
     the related Prospectus or any document incorporated therein by reference or
     file any other  required  document so that, as thereafter  delivered to the
     Holders of the Registrable  Securities,  the Prospectus will not contain an
     untrue  statement  of a material  fact or omit to state any  material  fact
     necessary to make the statements therein not misleading;


                                       5
<PAGE>

          (h)  obtain a CUSIP  number  for all  Registrable  Securities  (unless
     already obtained), not later than the Effective Date;

          (i) make  available for inspection  during normal  business hours by a
     representative  of the Holders of a majority of the Registrable  Securities
     and  any  attorney  or  accountant  retained  by such  representative,  all
     financial and other records,  pertinent  corporate documents and properties
     of the Company,  and cause the Company's officers,  directors and employees
     to supply all information  reasonably requested by such Holders or any such
     attorney or  accountant  in  connection  with the  Registration  Statement;
     provided  that all such  records,  information  or documents  shall be kept
     confidential by such Persons unless disclosure of such records, information
     or documents is required by court or  administrative  order or is generally
     available to the public other than as a result of  disclosure  in violation
     of this paragraph (i);

          (j) otherwise use its best efforts to comply with all applicable rules
     and regulations of the SEC;

          (k) if at any  time an event of the kind  described  in  Section  4(g)
     shall occur,  notify  Purchaser and the Holders of  Registrable  Securities
     that the use of the Prospectus must be  discontinued  (the Company will not
     declare  any such  "black-out"  periods in excess of twenty  business  days
     during any twelve month period, unless otherwise required); and

          (l) on or prior to the date the  Registration  Statement  is  declared
     effective by the SEC, cause all of the Common Shares and Conversion  Shares
     to be listed for  trading  on the Nasdaq  Small Cap Market (or on any other
     national  securities  exchange) on which the Company's Common Stock is then
     listed.

     Each Holder of Registrable Securities as to which any registration is being
effected agrees, as a condition to the registration  obligations with respect to
such  Holder  provided  herein,  to  furnish  to the  Company  such  information
regarding the  distribution  of such  Registrable  Securities as the Company may
from time to time reasonably request in writing.


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<PAGE>

     Each  Holder  of  Registrable  Securities  agrees  by  acquisition  of such
Registrable  Securities  that,  upon  receipt  of any  notice  from the  Company
described  in this  paragraph  4(k),  such  Holder  will  forthwith  discontinue
disposition of Registrable  Securities until such Holder's receipt of the copies
of the supplemented or amended  Prospectus  contemplated by Section 4(g) hereof,
or until it is advised in writing by the Company (which notice the Company shall
give as promptly as possible),  that the use of the  Prospectus  may be resumed,
and has received  copies of any  additional  or  supplemental  filings which are
incorporated by reference in the Prospectus, and, if so directed by the Company,
such Holder will deliver to the Company (at the  Company's  expense) all copies,
other than  permanent  file  copies  then in such  Holder's  possession,  of the
Prospectus  covering such Registrable  Securities current at the time of receipt
of such notice.

5.   Registration Expenses

     (a) All expenses  incident to the  Company's  performance  of or compliance
with this Agreement, including without limitation:

     (1) all registration, filing and listing fees;

     (2) the Company's printing, messenger, telephone and delivery expenses;

     (3) fees and disbursements of counsel for the Company;

     (4) fees and disbursements of all independent  certified public accountants
of the Company (including the expenses of any special audit necessary to satisfy
the requirements of the Securities Act); and

     (5) fees and expenses  associated  with any NASD filing required to be made
in connection with the Registration Statement.

(all such expenses being herein called "Registration Expenses") will be borne by
the Company, regardless of whether the Registration Statement becomes effective.

     The Company  will,  in any event,  pay its  internal  expenses  (including,
without  limitation,  all salaries  and  expenses of its officers and  employees
performing  legal or accounting  duties),  the expense of any annual audit,  the
fees and expenses  incurred in connection  with the listing of the securities to
be registered on a securities exchange or the Nasdaq Small Cap Market.

6.   Indemnification and Contribution

     (a)  Indemnification  by the Company.  The Company  agrees to indemnify and
hold harmless each Holder of Registrable  Securities,  its officers,  directors,
employees and agents and each Person who controls such Holder within the meaning
of either  Section 15 of the  Securities  Act or Section 20 of the  Exchange Act
(each such person being  sometimes  hereinafter  referred to as an  "Indemnified
Holder") from and against all losses, claims, damages,  liabilities and expenses
(including  reasonable costs of investigation and legal expenses) arising out of
or based upon any untrue  statement  or alleged  untrue  statement of a material
fact contained in any  Registration  Statement or Prospectus or in any amendment
or supplement  thereto or in any  preliminary  prospectus,  or arising out of or
based upon any  omission or alleged  omission to state  therein a material  fact
required to be stated  therein or necessary to make the  statements  therein not
misleading;  provided,  however, that the Company will not be liable in any such
case to the  extent  that any  such  losses,  claims,  damages,  liabilities  or
expenses  arise out of or are based upon any untrue  statement or alleged untrue
statement  or  omission  or alleged  omission  thereof  based  upon  information
furnished  in writing to the Company by such Holder or its agent  expressly  for
use therein;  provided further, that the Company shall not be liable in any such
case to the  extent  that any such loss,  claim,  damage,  liability  or expense
arises out of or is based upon an untrue  statement or alleged untrue  statement
or omission or alleged  omission in the Prospectus,  if such untrue statement or
alleged untrue statement,  omission or alleged omission was completely corrected
in an amendment or supplement to the Prospectus and if, having  previously  been
furnished  by or on behalf of the Company  with copies of the  Prospectus  as so
amended or supplemented, such Holder thereafter fails to deliver such Prospectus
as so  amended  or  supplemented,  prior to or  concurrently  with the sale of a
Registrable Security to the person asserting such loss, claim, damage, liability
or expense who purchased such Registrable  Security which is the subject thereof
from such Holder.  This indemnity will be in addition to any liability which the
Company may otherwise have.


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<PAGE>

     If any action or proceeding  (including any  governmental  investigation or
inquiry) shall be brought or asserted against any Indemnified  Holder in respect
of which indemnity may be sought from the Company, such Indemnified Holder shall
promptly  notify  the  Company  in writing  (but the  omission  to so notify the
Company  shall not  relieve it of any  liability  that it may have  against  any
Indemnified Holder otherwise than under this subsection),  and the Company shall
assume the defense  thereof,  including  the  employment  of counsel  reasonably
satisfactory  to such  Indemnified  Holder  and  the  payment  of all  expenses.
Indemnified  Holders  shall have the right,  collectively,  to employ  their own
counsel in any such action and to  participate in the defense  thereof,  but the
fees and  expenses  of such  counsel  shall be the  expense  of the  Indemnified
Holders  unless (a) the Company has agreed to pay such fees and  expenses or (b)
the Company shall have failed to assume the defense of such action or proceeding
and have failed to employ counsel  reasonably  satisfactory  to the  Indemnified
Holders in any such action or  proceeding  or (c) the named  parties to any such
action or proceeding  (including any impleaded  parties) include the Indemnified
Holders and the Company,  and the Indemnified Holders shall have been advised by
counsel  that  there  may  be  one  or  more  legal  defenses  available  to the
Indemnified Holders which are different from or additional to those available to
the Company (in which case,  if the  Indemnified  Holders  notify the Company in
writing  that they  elect to employ  their own  counsel  at the  expense  of the
Company,  the  Company  shall not have the right to assume  the  defense of such
action or proceeding on behalf of the Indemnified  Holders, it being understood,
however,  that the Company shall not, in connection  with any one such action or
proceeding  or  separate  but  substantially   similar  or  related  actions  or
proceedings in the same jurisdiction arising out of the same general allegations
or  circumstances,  be liable for the reasonable  fees and expenses of more than
one separate firm of attorneys  (together with appropriate local counsel) at any
time for the  Indemnified  Holders  which firm shall be designated in writing by
the  Indemnified  Holders  representing  at least a  majority  of the  aggregate
principal amount of the outstanding Registrable  Securities).  Any such fees and
expenses  payable  by the  Company  shall  be  paid to the  Indemnified  Holders
entitled thereto as incurred by the Indemnified  Holders.  The Company shall not
be liable for any settlement of any such action or proceeding  effected  without
its written consent,  but if settled with its written consent,  or if there be a
final judgment for the plaintiff in any such action or  proceeding,  the Company
agrees to indemnify and hold harmless the  Indemnified  Holders from and against
any loss or liability by reason of such settlement or judgment.


                                       8
<PAGE>

     (b)  Indemnification  by Holder of Registrable  Securities.  Each Holder of
Registrable  Securities  agrees to indemnify and hold harmless the Company,  its
respective  directors  and officers  and each  Person,  if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the  foregoing  indemnity  from the
Company to such Holder,  but only with respect to  information  relating to such
Holder furnished in writing by such Holder expressly for use in any Registration
Statement  or  Prospectus,  or  any  amendment  or  supplement  thereto,  or any
preliminary  prospectus.  In case any  action  or  proceeding  shall be  brought
against  the  Company  or its  respective  directors  or  officers  or any  such
controlling person, in respect of which indemnity may be sought against a Holder
of  Registrable  Securities,  such Holder shall have the rights and duties given
the  Company,  and the Company or its  respective  directors or officers or such
controlling  person shall have the rights and duties given to each holder by the
preceding  paragraph.  In  no  event  shall  the  liability  of  any  Holder  of
Registrable  Securities hereunder be greater in amount than the dollar amount of
the proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

     (c) Contribution.  If the indemnification provided for in this Section 6 is
unavailable  to an  indemnified  party under Section 6(a) or Section 6(b) hereof
(other than by reason of  exceptions  provided in those  Sections) in respect of
any losses, claims,  damages,  liabilities or expenses referred to therein, then
each applicable  indemnifying  party, in lieu of indemnifying  such  indemnified
party,  shall contribute to the amount paid or payable by such indemnified party
as a result of such losses,  claims,  damages,  liabilities or expenses,  (i) in
such proportion as is appropriate to reflect the relative  benefits  received by
the Company from the sale of the Offered Securities to Purchaser pursuant to the
Subscription Agreement on the one hand and each Holder of Registrable Securities
from the offering of the  Registrable  Securities  by such Holder,  on the other
hand, or (ii) if the allocation provided by clause (i) above is not permitted by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and each  Holder of  Registrable  Securities  on the
other in  connection  with the  statements  or omissions  that  resulted in such
losses, claims, damages, or liabilities, as well as the other relevant equitable
considerations.  The relative  benefits  received by the Company on the one hand
and each Holder of Registrable  Securities on the other shall be deemed to be in
the same  proportion  as the  aggregate  amount paid by Purchaser to the Company
pursuant to the Subscription  Agreement for the Registrable Securities purchased
by such Holder that were sold pursuant to the  Registration  Statement  bears to
the difference  (the  "Difference")  between the amount such Holder paid for the
Registrable Securities that were sold pursuant to the Registration Statement and
the amount  received by such Holder from such sale.  The relative fault shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or the particular
Holder and the parties'  relative intent,  knowledge,  access to information and
opportunity to correct or prevent such untrue statement or omission. The Company
and the Holders of  Registrable  Securities  agree that it would not be just and
equitable if contributions pursuant to this subsection (c) were to be determined
by pro rata  allocation or by any other method of allocation  that does not take
account of the equitable consideration referred to in the first sentence of this
subsection  (c).  The  amount  paid by an  indemnified  party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this
subsection (c) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigation or defending
against  any  action  or  claim  that is the  subject  of this  subsection  (c).
Notwithstanding   the  provisions  of  this   subsection  (c),  each  Holder  of
Registrable  Securities shall not be required to contribute any amount in excess
of the amount by which the  Difference  exceeds the amount of any  damages  that
such  Holder has  otherwise  been  required  to pay by reason of such  untrue or
alleged untrue  statement or omission or alleged  omission.  No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities Act),  shall be entitled to contribution  from any person who was not
guilty of such fraudulent misrepresentation.

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<PAGE>

7.   Rule 144 and Rule 144A

     For so long as the  Company  is subject to the  reporting  requirements  of
Section 13 or 15 of the Exchange  Act, the Company  covenants  that it will file
the  reports  required  to be filed by it under the  Securities  Act and Section
13(a) or 15(d) of the Exchange Act and the rules and regulations  adopted by the
SEC thereunder.  If the Company is not subject to the reporting  requirements of
Section 13 or 15 of the Exchange  Act, the Company also  covenants  that it will
provide  the  information   required  pursuant  to  Rule  144A(d)(4)  under  the
Securities  Act upon the request of any Holder of Registrable  Securities  which
continue to be  "restricted  securities"  within the  meaning of Rule  144(a)(3)
under the  Securities  Act and it will take such further action as any holder of
such Registrable  Securities may reasonably request,  all to the extent required
from  time to time to enable  such  holder  to sell its  Registrable  Securities
without  registration  under the  Securities  Act within the  limitation  of the
exemptions  provided by (a) Rule 144 under the Securities  Act, as such Rule may
be amended  from time to time,  so long as such  provision  does not require the
public  filing of  information  relating to the Company which the Company is not
otherwise required to file, (b) Rule 144A under the Securities Act, as such Rule
may be  amended  from  time to  time,  or (c)  any  similar  rule or  regulation
hereafter  adopted  by the SEC that  does  not  require  the  public  filing  of
information  relating  to  the  Company.  Upon  the  request  of any  Holder  of
Registrable  Securities,  the  Company  will  deliver  to such  Holder a written
statement as to whether it has complied with such requirements.


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<PAGE>

8.   Miscellaneous

     (a) No Inconsistent  Agreements.  The Company will not on or after the date
of this  Agreement  enter into any  agreement  with respect to their  securities
which is  inconsistent  with the rights  granted to the  Holders of  Registrable
Securities in this Agreement or otherwise  conflicts with the provisions hereof.
The rights granted to the Holders of Registrable  Securities hereunder do not in
any way conflict with and are not  inconsistent  with the rights  granted to the
holders of the Company's securities under any such agreements.

     (b) Adjustments Affecting Registrable Securities. The Company will not take
any  action,  or permit any  change to occur,  with  respect to the  Registrable
Securities   which  would  adversely  affect  the  ability  of  the  Holders  of
Registrable  Securities to include such Registrable Securities in a registration
undertaken pursuant to this Agreement.

     (c) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the  provisions  hereof may not be given
unless the Company has obtained the written  consent of Holders of a majority of
the Registrable Securities.

     (d) Notices.  All  notices,  requests,  consents  and other  communications
hereunder  shall be by  telecopier,  with a copy  being  mailed by a  nationally
recognized  overnight express courier, and shall be deemed given when receipt is
acknowledged  by  transmit  confirmation  report,  and  shall  be  delivered  as
addressed as follows:

          (1) if to the  Purchaser,  at the most  current  address  given by the
     Purchaser to the Company in accordance  with the provisions of this Section
     8(d), which address initially is as set forth on the signature page hereto;

          (2) if to a Holder of Registrable Securities, at its address of record
     as  indicated  on the books of the  transfer  agent and  registrar  for the
     Registrable Securities; and


                                       11
<PAGE>

          (3) if to the Company, initially at its address set forth in Section 9
     of the  Subscription  Agreement  and  thereafter  at such other  addresses,
     notice of which is given in accordance  with the provisions of this Section
     8(d).


     (e)  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without  limitation and without the need for an express  assignment,  subsequent
Holders of Registrable Securities.

     (f)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     (g)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     (h)  GOVERNING  LAW. THIS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE  STATE OF NEW YORK  (WITHOUT  REFERENCE  TO ITS
RULES AS TO  CONFLICTS  OF LAW) AND THE  FEDERAL  LAW OF THE  UNITED  STATES  OF
AMERICA.

     (i)  Severability.  In the  event  that  any one or more of the  provisions
contained  herein,  or the  application  thereof  in any  circumstance,  is held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
any such  provision  in every  other  respect  and of the  remaining  provisions
contained herein shall not be affected or impaired thereby.

     (j) Entire Agreement.  This Agreement is intended by the parties as a final
expression  of their  agreement  and  intended  to be a complete  and  exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  There are no  restrictions,  promises,
warranties  or  undertakings,  other than those set forth or  referred to herein
with respect to the  registration  rights granted by the Company with respect to
the  securities  sold pursuant to the  Subscription  Agreement.  This  Agreement
supersedes  all prior  agreements  and  understandings  between the parties with
respect to such subject matter.

     (k)  Calculation  of  Majority.  For  purposes of  determining  whether the
Holders of a majority of the  Registrable  Securities have taken action pursuant
thereto,  any  Promissory  Notes then  outstanding  shall be deemed to have been
converted into Conversion  Shares,  which shares shall be treated as outstanding
for purposes hereof.


                                       12
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                            IDM ENVIRONMENTAL CORP.


                         By:
                              ---------------------------
                         Name:   Joel A. Freedman
                         Title:  President


                         Print or Type:

                         Name of Purchaser
                         (Individual or Institution):


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

                         Name of Individual representing
                          Purchaser (if an Institution):


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

                         Title of Individual representing
                          Purchaser (if an Institution):


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


                         Signature by:

                          Individual Purchaser or Individual
                           representing Purchaser:


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

                         Address:
                                 -----------------------
                         Telephone:
                                   ---------------------
                         Telecopier:
                                    --------------------

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