EXHIBIT 10.7

                            RESTRUCTURE AGREEMENT


          THIS RESTRUCTURE AGREEMENT ("Agreement") is made and entered into as
of  September  30,  1997 (the "Effective Date"), by and among, Casmyn Corp., a
Colorado  corporation  ("Casmyn"), and WaterPur International Inc., a Delaware
corporation ("WaterPur"), with reference to the following:

A.       ON SEPTEMBER 30, 1997, THE BOARDS OF DIRECTORS OF CASMYN AND WATERPUR
APPROVED  THE  RESTRUCTURING   OF CASMYN'S INTEREST IN WATERPUR AND WATERPUR'S
INTEREST IN CASMYN (THE "RESTRUCTURING").

B.         WATERPUR SHALL FILE A CERTIFICATE OF DESIGNATION OF PREFERENCES AND
RIGHTS  OF  SERIES  B  CONVERTIBLE  PREFERRED  STOCK  (THE  "CERTIFICATE  OF
DESIGNATION")  WITH  THE  SECRETARY  OF  STATE  OF  THE  STATE  OF  DELAWARE
ESTABLISHING  THE  PREFERENCES  AND  RIGHTS OF THE SERIES B PREFERRED STOCK OF
WATERPUR  (THE  "WATERPUR  PREFERRED  STOCK")  TO  BE  ISSUED  PURSUANT TO THE
RESTRUCTURING.

C.          CASMYN  AND  WATERPUR  NOW  DESIRE TO MEMORIALIZE THE TERMS OF THE
RESTRUCTURING, AS MORE FULLY SET FORTH IN THIS AGREEMENT.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency  of which are hereby acknowledged, the parties hereto hereby agree
as follows:

     1.        Conversion of Debt.  Upon the filing of the Certificate of
Designation,  the  outstanding  debt  of $4,514,304 owed to Casmyn by WaterPur
shall be converted into 5,015,894 shares of WaterPur Preferred Stock.

     2.     Conversion of WaterPur Common Stock.  The 5,634,756 shares of
WaterPur common stock owned by Casmyn shall be converted into 2,817,378 shares
of WaterPur Preferred Stock.

     3.     Issuance of Warrants.  WaterPur shall issue to Casmyn warrants to
purchase  up  to 3,300,000 shares of WaterPur common stock at $0.75 per share,
exercisable  for  a  three-year  period,  pursuant  to that certain Warrant to
Purchase Common Stock in the form of that attached hereto as Exhibit A.

     4.     Purchase of Casmyn Common Stock.  Effective as of the Effective
Date,  Casmyn  shall  purchase  from  WaterPur 150,000 shares of Casmyn common
stock owned by WaterPur, which shares Casmyn shall retire to treasury.

<PAGE>

     5.     Spin-Off.  Upon the satisfaction of all regulatory requirements,
the  WaterPur  Preferred  Stock  owned  by Casmyn pursuant to Sections 1 and 2
hereof  shall  be  distributed  on  a  pro rata basis to the holders of Casmyn
common  stock  and  preferred  stock  as of a record date of October 15, 1997,
without  any  consideration  being paid by such holders (the "Distribution"). 
The  transfer of such WaterPur Preferred Stock will be restricted for a period
of  one year from the date of the Distribution.  The Distribution will be made
on the basis of approximately .78 shares of WaterPur Preferred Stock for every
share  of  Casmyn  common  stock  outstanding  or  issuable upon conversion of
Casmyn's convertible preferred stock.

     6.   Miscellaneous..

        a.      Further  Assurances.  Each of the parties shall execute such
documents,  instruments  and other papers and perform such further acts as may
be reasonably required or desirable to carry out the provisions hereof and the
transactions contemplated hereby.

        b.     Effective Date.  Notwithstanding anything to the contrary herein,
the  effective  date  of  the  transactions  described in Sections 1 through 4
hereof shall be deemed to have occurred on the Effective Date.

        c.   Governing Law.  This Agreement shall be governed by and construed 
in accordance with the laws of the State of Colorado applicable to contracts 
made and  to  be  performed  wholly  within  such  State, and without regard to
the conflicts of laws principles thereof.

            The parties hereto have duly executed this Agreement as of the day
and year first above written.

"CASMYN":

CASMYN CORP., a Colorado corporation


By:
__________________________________________
     Amyn S. Dahya, Chief Executive Officer

"WATERPUR":

WATERPUR INTERNATIONAL INC.,
a Delaware corporation


By:
___________________________________________
        Douglas C. Washburn, Vice President

<PAGE>

                                   EXHIBIT A

THE  WARRANTS  REPRESENTED  BY  THIS  CERTIFICATE  AND THE COMMON STOCK OF THE
COMPANY ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933,  AS  AMENDED  (THE "ACT"), NOR UNDER ANY STATE
SECURITIES  LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
TO THE COMPANY OR AN OPINION REASONABLY SATISFACTORY TO THE COMPANY OF COUNSEL
TO  THE  HOLDER  THAT  SAID  SECURITIES  MAY  BE  PLEDGED,  SOLD,  ASSIGNED OR
TRANSFERRED,  AS  THE CASE MAY BE, WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
UNDER  THE  ACT  AND  ANY  APPLICABLE STATE SECURITIES LAW.  BY ITS ACCEPTANCE
HEREOF,  THE HOLDER OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE REPRESENTS
THAT  IT  IS  AN "ACCREDITED INVESTOR," AS DEFINED IN REGULATION D PROMULGATED
UNDER  THE ACT, AND THAT IT IS ACQUIRING SUCH WARRANTS FOR INVESTMENT PURPOSES
ONLY, AND NOT WITH A VIEW TOWARDS DISTRIBUTION.

                                                            3,300,000 WARRANTS

                          WATERPUR INTERNATIONAL, INC.
                             Warrant Certificate
                          to purchase Common Stock
                         Expiring September 30, 2000

               This Warrant Certificate ("Warrant Certificate") certifies that
Casmyn  Corp. or its registered assigns, is the registered holder of 3,300,000
Warrants  expiring  September  30,  2000  (the  "Warrants") to purchase common
stock,  $.005  par  value  per  share  (the  "Common  Stock"),  of  WaterPur
International,  Inc.,  a  Delaware  corporation (the "Company").  Each Warrant
entitles  the  holder  upon  exercise to receive from the Company on or before
5:00  p.m.,  Los  Angeles  time,  on  September  30,  2000, one fully paid and
non-assessable  share  of  Common  Stock  (each,  a  "Warrant  Share"  and
collectively,  the  "Warrant  Shares")  at  the  purchase price per share (the
"Exercise  Price")  of  $.75  per share, payable in cash, by certified or bank
check,  upon  surrender  of  this  Warrant  Certificate  and  payment  of  the
applicable  Exercise  Price at the office or agency of the Company, subject to
the  conditions set forth herein.  The foregoing Exercise Price and the number
of  Warrant  Shares  issuable  upon  exercise  of  the Warrants are subject to
adjustment upon the occurrence of certain events set forth herein.

<PAGE>

             NO WARRANT MAY BE EXERCISED AFTER 5:00 P.M., LOS ANGELES TIME, ON
SEPTEMBER  30,  2000,  AND  TO  THE  EXTENT  NOT  EXERCISED BY SUCH TIME, SUCH
WARRANTS SHALL BECOME VOID.

          The Warrants are subject to the following additional terms:

1.                    Registration of Transfers and Exchanges.  Subject to the
restrictions set forth in this Warrant Certificate, the holder of this Warrant
Certificate  shall have the right to transfer all or a portion of this Warrant
Certificate.    The  Company  shall from time to time register the transfer of
this  Warrant  Certificate  upon  the  records to be maintained by it for that
purpose,  upon  surrender  thereof  accompanied  (if  so  required by it) by a
written  instrument  or  instruments  of  transfer in form satisfactory to the
Company,  duly  executed  by  the  registered  holder  hereof  or  by the duly
appointed legal representative thereof or by a duly authorized attorney.  Upon
any  such registration or trans-fer, a new Warrant Certificate shall be issued
to  the  transferee(s)  and  the  surrendered  Warrant  Certificate  shall  be
cancelled by the Company.

               The holder of this Warrant Certificate agrees that prior to any
proposed  transfer  of the Warrants or of the Warrant Shares, if such transfer
is  not  made  pursuant  to  an  effective  Registration  Statement  under the
Securities  Act  of 1933, as amended (the "Act"), such holder shall deliver to
the  Company  an  opinion  of  counsel,  reasonably  satisfactory  in form and
substance  to  the  Company,  and  from counsel reasonably satisfactory to the
Company,  that  the  Warrants  or  Warrant  Shares  may  be  so  sold  without
registration under the Act.

               The Warrant holder understands and agrees that each certificate
representing Warrant Shares will bear the following legend:

             "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
 SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), QUALIFIED OR REGISTERED UNDER
  ANY  STATE  SECURITIES LAW, AND ARE RESTRICTED SECURITIES.  THESE SHARES MAY
  NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN ANY
  MANNER  ABSENT  EITHER REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE
  SECURITIES  LAW, OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER AND ITS
 COUNSEL THAT REGISTRATION UNDER SUCH LAWS IS NOT REQUIRED."

<PAGE>

            The Company may deem and treat the registered holder hereof as the
absolute  owner  of the Warrants (notwithstanding any notation of ownership or
other  writing hereon made by anyone), for the purpose of any exercise hereof,
of  any distribution to the holder hereof, and for all other purposes, and the
Company shall not be affected by any notices to the contrary.  The Warrants do
not entitle the holder hereof to any rights of a stockholder of the Company.

2.              Terms of Warrants; Exercise of Warrants.  Subject to the terms
contained herein, the holder of this Warrant Certificate shall have the right,
which  may be exercised at any time and from time to time until 5:00 p.m., Los
Angeles  time, on September 30, 2000, to purchase and receive from the Company
the  number  of  validly  issued, fully paid and non-assessable Warrant Shares
which  the  holder  may  at the time be entitled to receive on exercise of the
Warrants represented by this Warrant Certificate and payment of the applicable
Exercise  Price  then  in  effect  for  such Warrant Shares.  Each Warrant not
exercised  prior  to  5:00 p.m., Los Angeles time, on September 30, 2000 shall
become  void,  and  all  rights  hereunder  and  all rights in respect thereof
hereunder shall cease as of such time.

               A Warrant may be exercised upon surrender to the Company at its
principal  office  of  this  Warrant  Certificate with the form of election to
purchase  attached  hereto  duly completed and signed, and upon payment to the
Company  for  the  account of the Company of the applicable Exercise Price, as
adjusted  as  herein  provided, for the number of Warrant Shares in respect of
which  such  Warrants  are  then exercised.  Payment of the aggregate Exercise
Price  shall  be  made in cash, by certified or official bank check payable to
the order of the Company.

            Upon such surrender of this Warrant Certificate and payment of the
applicable  Exercise  Price, the Company shall issue and cause to be delivered
with  all  reasonable  dispatch  to  the  holder of this Warrant Certificate a
certificate  or  certificates  for  the number of full Warrant Shares issuable
upon  the exercise of such Warrants, together with cash as provided in Section
6.  Such certificate or certificates for the Warrant Shares shall be deemed to
have  been issued and, subject to applicable federal and state securities laws
and  regulations, any person so designated to be named therein shall be deemed
to have become a holder of record of such Warrant Shares as of the date of the
surrender  of  this Warrant Certificate and payment of the applicable Exercise
Price.    Such  certificate  or  certificates  for  the Warrant Shares may, if
required, bear the legend set forth in Section 1.

           The Warrants shall be exercisable, at the election of the holder of
this  Warrant Certificate, either in full or from time to time in part and, in
the  event  that  a certificate evidencing Warrants is exercised in respect of
fewer  than  all  of  the Warrant Shares issuable on such exercise at any time
prior  to the date of expiration of the Warrants, a new certificate evidencing
the remaining Warrant or Warrants will be issued.

<PAGE>

3.               Payment of Taxes.  The Company will pay any documentary stamp
taxes attributable to the initial issuance of Warrant Shares upon the exercise
of the holder's Warrants.

4.               Reservation of Warrant Shares.  The Company will at all times
reserve  and keep available, free from preemptive rights, out of the aggregate
of  its  autho-rized  but  unissued  Common  Stock, sufficient Common Stock to
satisfy any obligation to issue Warrant Shares upon exercise of Warrants.  The
Company covenants that all Warrant Shares which may be issued upon exercise of
Warrants  will, upon issue, be validly issued, fully paid, nonassessable, free
of  preemptive  rights  and  free  from all taxes, liens, charges and security
interests  with  respect to the issue thereof, other than those created by the
holder of such Warrants.

5.                  Adjustment of Exercise Prices and Number of Warrant Shares
Issuable.    The Exercise Price and the number of Warrant Shares issuable upon
the  exercise of each Warrant are subject to adjustment from time to time upon
the occurrence of the events enumerated in this Section 5.  The Exercise Price
shall be adjusted simultaneously upon occurrence of such events.  For purposes
of  this Section 5, "Common Stock" means shares now or hereafter authorized of
any  class  of common stock of the Company and any other stock of the Company,
however  designated,  that  has  the right (subject to any prior rights of any
class  or series of preferred stock) to participate in any distribution of the
assets or earnings of the Company without limit as to per share amount.

       a.     In case the Company shall at any time after the date of original
issuance  hereof  do  any  of  the  following:  (i)  pay  a dividend or make a
distribu-tion  on  its capital stock in shares of Common Stock, (ii) subdivide
its  outstanding  shares of Common Stock, (iii) combine its outstanding shares
of  Common  Stock  into  a  smaller  number  of  shares,  or  (iv)  issue  by
reclassification  of  its  Common  Stock  any  shares  of capital stock of the
Company;  then  immediately after the distribution date of such stock dividend
or  the  effective  date  of  such  subdivision,  split-up,  combination  or
reclassification,  as  the  case  may be, the number of shares of Common Stock
which  the  registered  holder  of  this  Warrant  Certificate  is entitled to
purchase hereunder and the Exercise Price of such shares of Common Stock shall
be  appropriately  adjusted  so  that  the  registered  holder hereof shall be
entitled  to  purchase  the  number of shares of Common Stock that such holder
would  have held after such stock dividend, subdivision, split-up, combination
or  reclassification, as the case may be, at the aggregate Exercise Price such
holder  would  have  paid  for such shares of Common Stock, if such holder had
exercised  the  Warrants represented by this Warrant Certificate prior to such
event.

<PAGE>

       b.     In case of any consolidation or merger to which the Company is a
party  other  than  a  merger  or  consolidation  in  which the Company is the
con-tinuing  corporation,  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,  or in case of any statutory exchange of securities with another
corporation  (including any exchange effected in connection with a merger of a
third  corporation  into the Company), lawful and adequate provisions shall be
made  whereby  the  registered  holder  of  this  Warrant  Certificate  shall
thereafter  have the right to purchase and receive upon the basis and upon the
terms  and conditions specified in this Warrant Certificate and in lieu of the
shares  of  Common  Stock  immediately  theretofore  purchasable hereunder and
receivable upon the exercise of the Warrants, such shares of stock, securities
or  assets  as  may  be issued or payable with respect to or in exchange for a
number  of  outstanding  shares  of  Common  Stock  equal  to  the  number  of
outstanding  shares  of  Common  Stock immediately theretofore purchasable and
receivable  upon  the  exercise  of  the  Warrants represented by this Warrant
Certificate,  and  in  any  such case appropriate provision shall be made with
respect  to  the rights and interests of the registered holder of this Warrant
Certificate  to  the  end  that  the  provisions  hereof  (including  without
limitation,  to  the extent provided herein, provisions for adjustments of the
Exercise  Price  and  of  the number of shares of Common Stock purchasable and
receivable  upon  the  exercise  of  the  Warrants represented by this Warrant
Certificate)  shall thereafter be applicable, as nearly as may be, in relation
to  any  shares of stock, securities or assets thereafter deliverable upon the
exercise  hereof.   The Company will not effect any such consolidation, merger
or  sale,  unless  prior  to the consummation thereof the successor entity (if
other  than  the  Company)  resulting from such consolidation or merger or the
entity  purchasing such assets shall assume by written instrument executed and
delivered to the registered holder of this Warrant Certificate, the obligation
to  deliver  to  such holder such shares of stock, securities or assets as, in
accordance  with  the  foregoing  provision,  such  registered  holder of this
Warrant  Certificate  may  be  entitled  to  purchase.    Notice  of  any such
consolidation,  merger,  statutory  exchange,  sale  or conveyance, and of the
provisions so proposed to be made, shall be mailed to the registered holder of
this Warrant Certificate not less than thirty (30) days prior to such event or
promptly  upon  the  Company's  receiving  notice  thereof.   A sale of all or
substantially  all of the assets of the Company for a consideration consisting
primarily  of  securities  shall  be  deemed a consolidation or merger for the
foregoing purposes.

          c.     In case at any time or from time to time, conditions arise by
reason  of  action  taken by the Company, which in the opinion of its Board of
Directors  or  the  holder  of  this  Warrant  Certificate, are not adequately
covered  by  the  provisions  of this Warrant Certificate, and might adversely
affect the exercise rights of the holder of this Warrant Certificate, then the
Board  of  Directors  of  the  Company  shall  appoint  a  firm of independent
certified public accountants of recognized national standing (which may be the
firm regularly retained by the Company), who shall give their opinion upon the
adjustment,  if  any,  on a basis consistent with the standards established in
the  other  provisions  of this Warrant Certificate, necessary with respect to
the  Exercise  Price or the number of Warrant Shares issuable upon exercise of
the  Warrants, so as to preserve, without dilution, the exercise rights of the

<PAGE>

holder  of  this Warrant Certificate and the number of Warrant Shares issuable
upon  exercise of the Warrants by the holder hereof to the extent contemplated
by  this  Section  5.  Upon receipt of such opinion, which shall be conclusive
and  binding  on  the  Company  and  the holder, the Board of Directors of the
Company shall forthwith make the adjustments provided therein.

6.           Fractional Interests.  The Company shall not be required to issue
fractional  Warrant  Shares  on  the  exercise  of Warrants.  If more than one
Warrant  shall  be  presented  for  exercise  in  full at the time by the same
holder,  the  number  of  full Warrant Shares which shall be issuable upon the
exercise  thereof  shall  be  computed on the basis of the aggregate number of
Warrant  Shares  purchasable on exercise of the Warrants so presented.  If any
fraction  of  a Warrant Share would, except for the provisions of this Section
6,  be  issuable upon exercise of any Warrants (or specified portion thereof),
the Company shall pay an amount in cash equal to the applicable Exercise Price
on  the  day  immediately  preceding  the  date  the  Warrant is presented for
exercise, multiplied by such fraction.

7.                  Notices to the Warrant Holder.  Upon any adjustment of the
Exercise  Price  and/or the number of Warrant Shares issuable upon exercise of
the  Warrants  pursuant  to  Section  5, the Company shall promptly thereafter
cause  to  be  given  to  the  Warrant  holder,  as  provided  in Section 9, a
certificate  setting  forth  the  Exercise  Price and/or the number of Warrant
Shares  issuable  upon  exercise  of  the  Warrants  after such adjustment and
setting  forth  in  reasonable  detail the method of calculation and the facts
upon which such calculations are based.  Where appropriate, such notice to the
Warrant  holder  may  be given in advance and included as a part of the notice
required to be mailed under the other provisions of this Section 7.

          In case:

       a.     the Company shall authorize the issuance to holders of shares of
Common  Stock  of  rights,  options  or  warrants to subscribe for or purchase
shares of Common Stock or of any other subscription rights or warrants; or

       b.     the Company shall authorize the distribution to holders of shares
of  Common  Stock  of evidences of its indebtedness or assets (other than cash
dividends or cash distributions payable out of consolidated earnings); or

       c.     of any consolidation or merger to which the Company is a party and
for  which  approval of any stockholders of the Company is required, or of the
conveyance  or  transfer  of  the  properties  and  assets  of  the  Company
substantially  as  an entirety, or of any reclassification or change 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,

<PAGE>

or as a result of a subdivision or combination), or a tender offer or exchange
offer for shares of Common Stock; or

       d.       of the voluntary or involuntary dissolution, liquidation or
winding up of the Company; or

       e.     the Company proposes to take any action which would require an
adjustment of the Exercise Price or the number of Warrant Shares issuable upon
exercise of the Warrants pursuant to Section 5;

then  the Company shall promptly give to the registered holders of the Warrant
Certificates  at  their respective addresses appearing on the Warrant register
by first-class mail, postage prepaid, a written notice describing the specific
details  of  such  contemplated  action, including, without limitation (i) the
date  as  of  which  the  holders  of  record  of shares of Common Stock to be
entitled  to receive any such rights, options, warrants or distribution are to
be  determined,  or  (ii)  the initial expiration date set forth in any tender
offer or exchange offer for shares of Common Stock, or (iii) the date on which
any such consolidation, merger, conveyance, transfer, dissolution, liquidation
or  winding up is expected to become effective or consummated, and the date as
of which it is expected that holders of record of shares of Common Stock shall
be  entitled to exchange such shares for securities or other property, if any,
deliverable  upon  such  reclassification,  consolidation, merger, conveyance,
transfer, dissolution, liquidation or winding up.

8.               Holder Not Deemed a Stockholder.  With respect to the Warrant
Shares  purchasable  under this Warrant Certificate, no holder hereof shall be
entitled  to  vote or receive dividends in respect to, or be deemed the holder
of, nor shall anything contained herein be construed to confer upon any holder
of this Warrant Certificate, any of the rights of a stockholder of the Company
or  any  right  to  vote  for  the  election  of  directors or upon any matter
submitted  to  stockholders  at  any  meeting  thereof, or to give or withhold
consent  to  any corporate action (whether upon any recapitalization, issue of
stock, reclassification of stock, change of par value or change of stock to no
par  value,  consolidation,  merger,  conveyance,  or otherwise) or to receive
notice  of  meetings,  or to receive dividends, until this Warrant Certificate
shall  have been exercised and the Warrant Shares receivable upon the exercise
hereof  shall have become deliverable as provided in Section 3 above, and then
only with respect to the Warrant Shares purchased.

9.          Notices.  Any notice, request, instruction or other document to be
given  hereunder  shall be in writing, shall be deemed to have been duly given
or  delivered when delivered personally or telecopied (receipt confirmed, with
a  copy  sent  by certified or registered mail as set forth herein) or sent by

<PAGE>

certified or registered mail, postage prepaid, return receipt requested, or by
FedEx  or  other  reputable  overnight delivery service, to the address of the
party  set forth below or to such address as the party to whom notice is to be
given  may provide in a written notice to the Company, a copy of which written
notice shall be on file with the Company:


<TABLE>
<CAPTION>

If to the Company:

<S>                  <C>
                     WaterPur International, Inc.
                     1500 West Georgia St., Suite 1800
                     Vancouver, B.C.
                     Canada V6G 2Z6
                     Attention:  President

If to Casmyn Corp.:

                     Casmyn Corp.
                     1500 West Georgia St., Suite 1800
                     Vancouver, B.C.
                     Canada V6G 2Z6
                     Attention:  President

</TABLE>

10.                 Rights Subject to Warrant Certificate.  The holder of this
Warrant  Certificate,  by  its  acceptance  hereof, agrees to be bound by, and
agrees  that  he  holds  this  Warrant  Certificate  subject to, the terms and
conditions of this Warrant Certificate.

11.            Successors.  This Warrant Certificate shall be binding upon and
inure to the benefit of the Company and the registered holder hereof and their
respective  heirs, executors, personal representatives, successors and assigns
and  shall  be  binding  upon any person, firm, corporation or other entity to
whom  this  Warrant  Certificate and any Warrant Shares issuable upon exercise
hereof are transferred (even if in violation of the provisions of this Warrant
Certificate)  and  the  heirs, executors, personal representatives, successors
and assigns of such person, firm, corporation or other entity.

<PAGE>

12.          Miscellaneous.  This Warrant Certificate and any provision hereof
may  be  amended,  waived,  discharged  or terminated only by an instrument in
writing  signed  by the party (or any predecessor in interest thereof) against
which  enforcement  of  the  same  is  sought.    The headings in this Warrant
Certificate  are  for  purposes  of  reference  only  and shall not affect the
meaning  or  construction  of  any  of  the  provisions  hereof.  This Warrant
Certificate  shall be governed by and construed under the laws of the State of
Delaware, without reference to choice or conflict of laws principles.


                            IN WITNESS WHEREOF, the Company has caused this 
Warrant Certificate to be duly executed and delivered.

Dated:  September 30, 1997  WATERPUR INTERNATIONAL, INC., a Delaware corporation

                                      By:_________________________________

                                      Its:_________________________________

<PAGE>

                           WATERPUR INTERNATIONAL, INC.

                                 PURCHASE FORM
                           ----------------------------                  

Number of Warrants exercised _______________


               The undersigned hereby irrevocably elects to exercise the right
represented  by this Warrant Certificate to purchase _______________ shares of
Common  Stock  of WaterPur International, Inc. and herewith tenders in payment
for  such  shares  $____________ in cash in accordance with the terms hereof. 
The  undersigned  requests  that  a  certificate  representing  such shares be
registered and delivered as follows:


Name:             _________________________________________________

Address:          _________________________________________________

                  _________________________________________________

Delivery Address:
(if different)    _________________________________________________


If  the  number  of  shares  of  Common  Stock to be received is less than the
aggregate  number  of  shares  of  Common  Stock  purchasable  hereunder,  the
undersigned  requests  that a new Warrant Certificate representing the balance
of such shares be registered and delivered as follows:

Name:             ________________________________________________

Address:          ________________________________________________

                  ________________________________________________

Delivery Address: ________________________________________________
(if different)
                  ________________________________________________ 
                  Name of registered holder of Warrant Certificate:

                  ________________________________________________
                                 (Please Print)

Address:          ________________________________________________
 
                  ________________________________________________


_________________
(Insert social               Signature: _________________________
security or other
identifying number
of holder)

                      Note:  The above signature must correspond with the name
                      as written upon the face of this Warrant Certificate.

<PAGE>