Exhibit 4.3

THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER SUCH ACT.

Void after 5:00 P.M., New York Time, on _______________

        Warrant to Purchase
        _________ Shares of
        Common Stock

                          COMMON STOCK PURCHASE WARRANT

                  This Is to Certify That, FOR VALUE RECEIVED,

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

is entitled to purchase, subject to the provisions of this Warrant, from EDG
CAPITAL, INC. (the "Company"), a New York corporation, at any time on or after
_________________ (the "effective date"), and not later than 5:00 P.M., New
York time on ___________________, ______________________________________________
(______) shares of Common Stock of the Company at a price per share of $_____;
provided, however, that the number of shares of Common Stock to be received, and
the price to be paid for a share of Common Stock, upon the exercise of this
Warrant shall be adjusted from time to time as hereinafter set forth. The shares
of Common Stock deliverable upon such exercise, and as adjusted from time to
time, are hereinafter sometimes referred to as "Warrant Stock" and the exercise
price of this Warrant in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price". The above named
registered owner of this Warrant and its permitted transferees and/or assignees
are hereinafter referred to as, collectively, the "Holder".

            (a) Exercise of Warrant. This Warrant may be exercised in whole or
in part at any time or from time to time on or after the effective date, but not
later than 5: 00 P.M., New York time, on September 25, 2005, or if such
expiration date is a day on which banking institutions are authorized by law to
close, then on the next succeeding day which shall not be such a day, by
presentation and surrender hereof to the Company with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of shares of Warrant Stock specified in such form, together with all
federal and state taxes applicable upon such exercise.

            If this Warrant is exercised in part only, the Company shall, upon
surrender of this Warrant for cancellation, execute and deliver a new Warrant
evidencing the right of the
<PAGE>

Holder to purchase the balance of the Warrant Stock purchasable hereunder. At
the close of business on the day of receipt by the Company of this Warrant at
the office or agency of the Company, in proper form for exercise and
accompanied by payment as aforesaid for the Warrant Stock to be acquired, the
Holder shall be deemed to be the holder of record of the number of fully paid
and non-assessable shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not
then actually be delivered to the Holder.

            (b) Reservation of Shares. The Company hereby agrees that at all
times there shall be reserved for issuance and/or delivery upon exercise of
this Warrant such number of shares of its Common Stock as shall be required for
issuance or delivery upon exercise of this Warrant.

            (c) Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall round such fraction up and issue one whole share in respect
thereof.

            (d) Exchange, Assignment or Loss of Warrant. At the option of the
Holder, this Warrant is exchangeable, without any expense to Holder, upon
presentation and surrender hereof with the Assignment Form annexed hereto duly
completed and executed to the Company or at the office of its stock transfer
agent, if any, for other Warrants of different denominations entitling the
Holder thereof to purchase in the aggregate the same amount of Warrant Stock
purchasable hereunder. Holder may assign this Warrant, subject to Section (m)
hereof, by presentation and surrender hereof as aforesaid with funds sufficient
to pay any transfer tax; whereupon the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be cancelled. This Warrant may be
divided or combined with other Warrants which carry the same rights upon
presentation hereof at the office of the Company or at the office of its stock
transfer agent, if any, together with a written notice specifying the names and
denominations in which new Warrants are to be issued. The term "Warrant" as used
herein includes any Warrants issued in substitution for or replacement of this
Warrant, or into which this Warrant may be divided or exchanged. Upon receipt by
the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
indemnification reasonably satisfactory in form and substance to its counsel,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will, without charge, execute and deliver a new Warrant of like tenor and date,
without any expense to Holder. Any such new Warrant executed and delivered shall
constitute an additional contractual obligation on the part of the Company,
whether or not this Warrant so lost, stolen, destroyed, or mutilated, shall be
at any time enforceable by anyone.

            (e) Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder of the Company, either at law or in
equity, and the rights of the


                                       2
<PAGE>

Holder are limited to those expressed in this Warrant and are not enforceable
against the Company except to the extent set forth herein.

            (f) Anti-Dilution Provisions.

                  (1) Adjustment of Exercise Price. If the Company should at any
time hereafter and on or before March 25, 2002 (the "Special Adjustment Period")
issue or sell any shares of Common Stock (other than all options excluded from
the provisions of Section (f) (1) (A) below and the Common Stock underlying
such options) without consideration or for a consideration per share less than
the Exercise Price in effect immediately prior to the time of such issue or
sale, then forthwith upon such issue or sale the Exercise Price shall be
adjusted to equal zero or such lower per share consideration, respectively. For
purposes of this Section (f) (1) , the following provisions (A) to (D) shall
also apply:

                  (A) Options. Whenever during the Special Adjustment Period the
            Company shall in any manner grant any right to subscribe for or to
            purchase, or grant any option for the purchase of, Common Stock
            (other than options to purchase Common Stock that may be granted
            under the Company's 2000 Stock Option Plan having an exercise price
            equal to the fair market value of the Common Stock on the date of
            grant) or any stock other securities convertible into or
            exchangeable for Common Stock (such convertible or exchangeable
            stock or securities being hereinafter referred to as "Convertible
            Securities") and the minimum price per share for which Common Stock
            is issuable pursuant to such rights or option or upon conversion or
            exchange of such Convertible Securities (determined by dividing (i)
            the total amount, if any, received or receivable by the Company as
            consideration for the granting of such rights or options, plus the
            minimum aggregate amount of additional consideration payable to the
            Company upon the exercise of such rights or options, plus the
            minimum aggregate amount of additional consideration, if any,
            payable upon the conversion or exchange thereof, by (ii) the total
            maximum number of shares of Common Stock issuable pursuant to such
            rights or options or upon the conversion or exchange of the total
            maximum amount of such Convertible Securities issuable pursuant to
            such rights or options) shall be less than the Exercise Price in
            effect immediately prior to the time of the granting of such rights
            or options, then (a) the shares of Common Stock issuable pursuant to
            such rights or options or upon conversion or exchange of such
            Convertible Securities shall, as of the date of granting of such
            rights or options, be deemed to be outstanding and to have been
            issued for said price per share as so determined and (b) the
            Exercise Price shall be adjusted to equal such lower price for the
            issue or purchase of a share of Common Stock, provided, however,
            that no further adjustment of the Exercise Price shall be made upon
            the actual issue of Common Stock so deemed to have been issued; and,
            further provided, that if any such issue or sale of such Convertible
            Securities is made upon exercise of any right to subscribe or to
            purchase or


                                       3
<PAGE>

            any option to purchase any such Convertible Securities for which an
            adjustment of the Exercise Price has been or is to be made pursuant
            to other provisions of Section (f)(1), then no further adjustment
            of the Exercise Price shall be made by reason of such issue or sale;
            and further provided, that if the total amount to be received by the
            Company as consideration upon conversion or exchange of a
            Convertible Security increases after the issuance thereof, the
            Exercise Price shall be adjusted to the price which would have
            prevailed if such amount to be received had been the "minimum
            aggregate amount of additional consideration" set forth above; and
            further provided, that, upon the expiration, without exercise, of
            any of such rights (including rights to convert or exchange) or
            options the Exercise Price shall forthwith be adjusted to the price
            which would have prevailed had no such adjustment been made on the
            basis of this subparagraph with respect to such expired rights.

                  (B) Determination of Issue Price. If Securities or any rights
            or options to purchase any such stock or securities shall be issued
            for cash, then the gross offering price therefor, without deducting
            therefrom any commissions or other expenses paid or incurred by the
            Company for any underwriting of, or otherwise in connection with,
            the issuance thereof, shall be deemed to be the amount received by
            the Company therefor. If any shares of Common Stock or Convertible
            Securities or any rights or options to purchase any such stock or
            securities shall be issued for a consideration part or all of which
            shall be other than cash, then, for the purpose of this Section (f)
            (1), the Board of Directors of the Company in good faith shall
            determine the fair value of such consideration, irrespective of
            accounting treatment, and such Common Stock, Convertible Securities,
            rights or options shall be deemed to have been issued for an amount
            of cash equal the value so determined by the Board of Directors. The
            reclassification of securities other than Common Stock into
            securities including Common Stock shall be deemed to involve the
            issuance for a consideration other than cash of such Common Stock
            immediately prior to the close of business on the date fixed for the
            determination of security holders entitled to receive such Common
            Stock. If any share of Common Stock or any Convertible Securities or
            any rights or options to purchase any such Stock or Securities or,
            other securities shall be issued together with other stock or
            securities or other assets of the Company for a consideration which
            includes both, the Board of Directors of the Company in good faith
            shall determine what part of the consideration so received is to be
            deemed to be consideration for the issue of such shares of such
            Common Stock, Convertible Securities, rights or options.

                  (C) Determination of Date of Issue. If the Company shall take
            a record of the holders of any Common Stock for the purpose of
            entitling them (i) to receive a dividend or other distribution
            payable in Common Stock or Convertible Securities, or (ii) to
            subscribe for or purchase Common Stock or Convertible Securities,
            then such record date shall be deemed to be the date of


                                       4
<PAGE>

            the issue or sale of the shares of Common Stock deemed to have been
            issued or sold upon the declaration of such dividend or the making
            of such other distribution or the date of the granting of such right
            of subscription or purchase, as the case may be.

                  (D) Treasury Shares. For the purpose of this Section (f) (1),
            shares of Common Stock at any relevant time owned or held by, or for
            the account of, the Company shall not be deemed outstanding.

                  (2) Stock Dividends, Subdivisions and Combinations. If the
Company shall at any time issue Common Stock or Convertible Securities by way of
dividend or other distribution on any stock of the Company, or subdivide or
combine the outstanding shares of Common Stock then the Exercise Price shall be
proportionately decreased in the case of such issuance (on the day following the
date fixed for determining shareholders entitled to receive such dividend or
other distribution) or decreased in the case of such subdivision or increased in
the case of such combination (on the date that such subdivision or combination
shall become effective).

                  (3) Number of Shares Adjusted. Upon any adjustment of the
Exercise Price pursuant to Section (f) (1) or (f) (2), the holder of this
Warrant shall thereafter (until the making of another such adjustment) be
entitled to purchase, at the new Exercise Price, the amount of Warrant Stock,
calculated to the nearest full share, obtained by multiplying the number of
shares of Warrant Stock issuable upon exercise of this Warrant immediately prior
to such adjustment by the Exercise Price in effect immediately prior to such
adjustment and dividing the product so obtained by the new Exercise Price.

                  (4) No Adjustment for Small Amounts. Anything in this Section
(f) to the contrary notwithstanding, the Company shall not be required to give
effect to any adjustment in the Exercise Price unless and until the net effect
of one or more adjustments, determined as above provided, shall have required a
change of the Exercise Price by at least $.01 but when the cumulative net effect
adjustment so determined shall be to change the actual Exercise Price by at
least $.01, such change in the Exercise Price shall thereupon be given effect.

                  (5) Common Stock Defined. Whenever reference is made in this
Section (f) to the issue or sale of shares of Common Stock, the term, Common
Stock" shall mean the Common Stock of the Company of the class authorized as of
the date hereof and any other class of stock ranking on a parity with such
Common Stock. However, subject to the provisions of Section (i) hereof, shares
issuable upon exercise hereof shall include only shares of the class designated
as Common Stock of the Company as of the date hereof.

            (g) Officer's Certificate. Whenever the Exercise Price shall be
adjusted as required by the provisions of Section (f) hereof, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office, and with its stock transfer agent, if any, an officer's
certificate showing the adjusted Exercise Price determined


                                       5
<PAGE>

as herein provided and setting forth in reasonable detail the facts requiring
such adjustments. Each officer's certificate shall be made available at all
reasonable times for inspection by the Holder, and the Company shall, forthwith
after each such adjustment, mail a copy of such certificate to the Holder. Such
certificate shall be conclusive as to the correctness of such adjustment.

            (h) Notices to Warrant Holders. So long as this Warrant shall be
outstanding and unexercised, (i) if the Company shall pay any dividend or make
any distribution upon the Common Stock to the holders thereof as a group in
proportion to their respective shareholdings, or (ii) if the Company shall offer
to the holders of Common Stock, as a group in proportion to their respective
shareholdings, for subscription or purchase by them any shares of stock of any
class or any other rights, or (iii) if any capital reorganization of the
Company, reclassification of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation (other than a merger in
which the Company is the continuing corporation and which does not result in any
reclassification, capital reorganization or other similar change of outstanding
shares of Common Stock of the class issuable upon exercise of this Warrant),
sale, lease or transfer of all or substantially, all of the property and assets
of the Company to another corporation, or voluntary or involuntary dissolution,
liquidation or winding up of the Company shall be effected, then, in any such
case, the Company shall cause to be delivered to the Holder, at least ten
days prior to the date specified in (x) or (y) below, as the case may be, a
notice containing a brief description of the proposed action and stating the
date on which (x) a record is to be taken for the purpose of such dividend,
distribution or rights, or Y such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date, if any, as of which the holders of Common Stock
of record shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up.

            (i) Reclassification, Reorganization or Merger. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company (other than a change in par value or to par
value, or as a result of an issuance of Common Stock by way of dividend or other
distribution or of a subdivision or combination), or in case of any
consolidation or merger of the Company with or into an other corporation (other
than a merger in which the Company is the continuing corporation and which does
not result in any reclassification, capital reorganization or other similar
change of outstanding shares of Common Stock of the class issuable upon exercise
of this Warrant), or in case of any sale or conveyance to any other corporation
of the property and assets of the Company as an entirety or substantially as an
entirety, the Company shall cause effective provision to be made so that the
Holder, shall have the right thereafter, by exercising this Warrant, to purchase
the kind and amount of shares of securities and other property receivable upon
such reclassification, capital reorganization or other similar change,
consolidation, merger, sale or conveyance as if the Holder had exercised this
Warrant prior to such transaction. Any such provision shall include provision
for adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided, for in this Warrant.


                                       6
<PAGE>

The foregoing provisions of this Section similarly apply to successive
reclassifications, capital reorganizations and similar changes of shares of
Common Stock and to successive consolidations, mergers, sales or conveyances.

            (j) Spin-offs. In the event the Company spins-off a subsidiary by
distributing to the shareholders of the Company, as a dividend or otherwise, the
stock of the subsidiary, the Company shall reserve, for the life of the Warrant,
shares of the subsidiary to be delivered to the Holder upon exercise of the
Warrant to the same extent as if Holder was the owner of record of the Warrant
Stock on the record date for payment of. the shares of the subsidiary.

            (k) "Piggyback" Registration Rights.

            (1) Definitions. As used in this Section (k), the following terms
shall have the following meanings:

                  (a) The term "Holder" shall mean any person owning or having
the right to acquire Registrable Securities or any permitted transferee of a
Holder.

                  (b) The terms "register", "registered" and "registration"
refer to a registration effected by preparing and filing a registration
statement or similar document (except a Registration Statement filed for a
purpose which would render inappropriate the covenants of the Company contained
in this Section W such as a Registration Statement on Form S-4, S-8 or any other
inappropriate form), in compliance with the Securities Act of 1933, as amended
(the "Securities Act"), and the declaration or order of effectiveness of such
registration statement or document.

                  (c) The term "Registrable Securities" shall mean the Warrant
Stock; provided, however, that securities shall only be treated as Registrable
Securities if and only for so long as they (A) have not been disposed of
pursuant to a registration statement declared effective by the Securities and
Exchange Commission ("SEC"), (B) have not been sold in a transaction exempt
from the registration and prospectus delivery requirements of the Securities Act
wherein all transfer restrictions and restrictive legends with respect thereto
are removed upon the consummation of such sale and (C) are held by a Holder or a
permitted transferee of a Holder pursuant to Section (k)(10) below.

            (2) Registration under the Securities Act.

                  (a) In the event that at any time before the expiration of
this Warrant the Company intends to register securities which relate to a
current offering of securities of the Company, the Company shall give written
notice (the "Company Notice") of such intention to the Holder, and upon receipt
within 30 days after the giving of the Company Notice of the written request of
the Holder, the Company shall include in such registration the Registrable
Securities of the Holder so as to permit the public sale thereof by the Holder
in compliance with the Securities Act. Neither the delivery of a Company Notice


                                       7
<PAGE>

nor of a registration request by any Holder shall in any way obligate the
Company to file such Registration Statement. Notwithstanding the filing of the
Registration Statement the Company may, at any time prior to the effective date
thereof, determine not to offer the securities to which it relates and withdraw
or abandon the Registration Statement, without liability to the Holder except
that the Company shall pay such expenses as are to be paid by it under Section
(k) (5).

            (b) In no event shall the Company be obligated to file more than one
registration statement for the subject Registrable Securities on account of the
registration rights granted to the Holder thereof.

            (c) In no event shall the Company be obligated to include the
subject Registrable Securities in more than one registration statement on
account of the registration rights' granted to the Holders thereof.

            (3) Obligations of the Company. Whenever required under this Section
W to include Registrable Securities in a registration statement, the Company
shall, as expeditiously as reasonably possible:

                  (a) Use its reasonable best efforts to cause such registration
statement to become effective, and, upon the request of the Holder, keep such
registration statement effective for a period of up to 180 days and, during the
period that such registration statement is required to be maintained hereunder,
file such post effective amendments and supplements thereto as may be required
by the Securities Act and the rules and regulations thereunder or otherwise to
ensure that the prospectus included therein does not contain any untrue
statement of material fact or omit to state a fact required to be stated therein
or necessary to make the statements contained therein, in light of the
circumstances under which they are made, not misleading; provided, however, that
any such 180 day period shall be extended for a period of time equal to the
period that the Holder refrains from selling any securities included in such
registration at the request of an underwriter of Common Stock (or other
securities) of the Company, and provided further that if applicable rules under
the Securities Act governing the obligation to file a post-effective amendment
permit, in lieu of filing a post-effective amendment that (i) includes any
prospectus required by Section 10 (a) (3) of the Securities Act or (ii) reflects
facts or events representing a material or fundamental change in the information
set forth in the registration statement, the Company may incorporate by
reference information required to be included in (i) and (ii) above to the
extent such information is contained in periodic reports filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended(the
"Exchange Act"), in the registration statement.

                  (b) Prepare and file with the SEC such amendments and
supplements to such registration statement, and the prospectus used in
connection with such registration statement, as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement.


                                       8
<PAGE>

                  (c) Furnish to the Holder such numbers of copies of a
prospectus, including a preliminary prospectus as amended or supplemented from
time to time, in conformity with the requirements of the Securities Act, and
such other documents as it may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.

                  (d) Use its reasonable best efforts to register and qualify
the Registrable Securities covered by such registration statement under such
state securities laws of such jurisdictions as shall be reasonably requested by
the Holder; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business or to
file a general consent to service of process in any such states or
jurisdictions, unless the Company is already subject to service in such
jurisdiction.

                  (e) At any time when a prospectus relating to Registrable
Securities covered by such registration statement is required to be delivered
under the Securities Act, notify each Holder (i) when the registration statement
or any post-effective amendment and supplement thereto has become effective,
(ii) of the issuance by the SEC of any stop order or the initiation of
proceedings for that purpose (in which event the Company shall make every effort
to obtain the withdrawal of any order suspending effectiveness of the
registration statement at the earliest possible time or prevent the entry
thereof), (iii) 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 of any proceeding for such purpose and
(iv) of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing.

                  (f) Cause all such Registrable Securities registered hereunder
to be listed on each securities exchange or quotation service on which similar
securities issued by the Company are then listed or quoted.

                  (g) Provide a transfer agent and registrar for all Registrable
Securities registered hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.

            (4) Holder's Obligation to Furnish Information. It shall be a
condition precedent to the obligation of the Company to take any action pursuant
to this Section (k) with respect to the Registrable Securities of the Holder
that Holder shall furnish to the Company such information `regarding the Holder,
the Registrable Securities held by the Holder, and the intended method of
disposition of such securities as shall be reasonably required by the Company to
effect the registration of Holder's Registrable.

            (5) Expenses of Company Registration. The Company shall bear And pay
all expenses incurred in connection with any registration of Registrable
Securities pursuant to Section (k)(2) above for Holder, including (without
limitation) all registration, filing, and


                                       9
<PAGE>

qualification fees, printers and accounting fees relating or apportionable
thereto, but excluding underwriting discounts and commissions relating to
Registrable Securities; provided, however, that the Company shall not bear the
cost of any professional fees or costs of accounting, financial or legal
advisors to the Holder. Notwithstanding the foregoing, Holder shall pay all
registration expenses that Holder is required to pay under applicable law.

            (6) Underwriting Requirements. In connection with any offering
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required under Section (k) (2) to include any of the Holder's
Registrable Securities in such underwriting unless such Holder accepts the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by it (or by other persons entitled to select the underwriters), and
then only in such quantity as the underwriters determine in their sole
discretion will not jeopardize the success of the offering by the Company. If
the registration statement is filed in connection with an underwritten
registration on behalf of the Company, and the managing underwriters advise the
Company in writing that in their good faith opinion the number of securities
requested to be included in such registration exceeds the number that can be
sold in such offering, the Company will include in such registration statement
(i) first, the securities the Company proposes to sell, (ii) second, the
Registrable Securities requested to be included in such registration statement
and such other securities requested to be included in such registration
statement by security holders having contractual registration rights that exist
on the date hereof, ("Other Holders"), pro rata among the Holders of such
Registrable Securities and the Other Holders on the basis of the number of
shares of Registrable Securities of such Holders and securities of the Other
Holders requested to be included in such registration statement, and (iii)
third, other securities requested to be included in such registration statement.
If the registration statement is filed in connection with an underwritten
secondary registration on behalf of Other Holders, and the managing
underwriters advise the Company in writing that in their good faith opinion the
number of securities requested to be included in such registration statement
exceeds the number that can be sold in such offering, the Company will include
in such registration statement (i) first, the securities of such :Other Holders
requesting such registration pursuant to demand or mandatory registration
rights, pro rata among such other Holders, (ii) second, Registrable Securities
requested to be included in such registration statement and such other
securities requested to be included in such registration statement by security
holders (other than the Other Holders on whose behalf such registration
statement is being filed) who have contractual rights that exist on the date
hereof ("Additional Holders"), pro rata among the Holders of such Registrable
Securities and the Additional Holders on the basis of the number of shares of
Registrable Securities of such Holders and securities of the Additional Holders
requested to be included in such registration statement, and (iii) third, other
securities requested to be included in Such registration statement. For purposes
of the preceding parenthetical concerning apportionment, for any selling
stockholder who is a partnership or corporation, the partners, retired partners
and stockholders of such holder, or the estates and family members of any such
partners and retired partners and any trusts for the benefit of any of the
foregoing persons shall be deemed to be a single "selling stockholder", and any
pro-rata reduction with respect to such "selling stockholder" shall be based
upon the aggregate


                                       10
<PAGE>

amount of shares carrying registration rights owned by all entities and
individuals included in such "selling stockholder", as defined in this sentence.

            (7) Delay of Registration. Holder shall not have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration
as the result of any controversy that might arise with respect to the
interpretation or implementation of these Registration Rights.

            (8) Indemnification. In the event that any Registrable Securities
are included in a registration statement under this Section (k):

            (a) To the extent permitted by law, the Company will indemnify and
hold harmless Holder, any underwriter (as defined in the Securities Act) for
Holder and each person, if any, who controls Holder or underwriter within the
meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages, or liabilities (joint or several) to which they may become subject
under the Securities Act, or the Exchange Act, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a "Violation"): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including
any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, or any rule or
regulation promulgated under the Securities Act, or the Exchange Act, and the
Company will pay on behalf of each such Holder, underwriter or controlling
person, any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in this
Section (k)(8) shall not apply to amounts paid in settlement of any loss,
claim, damage, liability, or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld), nor
shall the Company be liable in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
such Holder, underwriter or controlling person.

            (b) To the extent permitted by law, Holder will indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the registration statement, each person, if any, who controls the Company within
the meaning of the Securities Act, any underwriter, any other person selling
securities in such registration statement and any controlling person of any such
underwriter or other person, against any losses, claims, damages, or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the Securities Act, or the Exchange Act, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereto) arise out of or are
based upon any Violation, in each case to the extent (and only to the extent)
that such Violation occurs in


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<PAGE>

reliance upon and in conformity with written information furnished by Holder
expressly for use in connection with such registration; and Holder will pay, as
incurred, any legal or other expenses reasonably incurred by any person intended
to be indemnified pursuant to this Section (8) (b), in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section (8)
(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Holder, which consent shall not be unreasonably withheld; provided, that,
in no event shall any indemnity under this Section (8) (b) exceed the gross
proceeds from the offering received by Holder.

                  (c) Promptly after receipt by an indemnified party under this
Section (8) of notice of the commencement of any action (including any
governmental action), such indemnified party shall, if a claim in respect
thereof is to be made against any indemnifying party under this Section (8),
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly notified, to assume the defense thereof with counsel selected by
the indemnifying party and approved by, the indemnified party shall not be
unreasonably withheld); provided, however, that an indemnified party (together
with all other indemnified parties which may be represented without conflict by
one counsel) shall have the right to retain one separate counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if prejudicial
to its ability to defend such action, shall relieve such indemnifying party of
any liability to the indemnified party under this Section (8), but the omission
so to deliver written notice to the indemnifying party will not relieve it of
any liability that it may have to any indemnified party otherwise than under
this Section (8).

            (d) If the indemnification provided for in this Section (8) is held
by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, liability, claim, damage, or expense referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage, or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage, or expense as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.


                                       12
<PAGE>

            (e) To the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the forgoing provisions shall control.

            (f) The obligations of the Company and Holder under this Section (8)
shall survive the completion of any offering of Registrable Securities in a
registration statement under these Rights, and otherwise.

            (9) Permitted Transferees. The rights to cause the Company to
register Registrable Securities granted to the Holder by the Company under this
Agreement may be assigned in full by Holder in connection with a transfer by
Holder of its Registrable Securities if: (a) Holder gives prior written notice
to the Company; (b) transferee agrees in a writing addressed to the Company to
comply with the terms and provisions of this Agreement; (c) such transfer is
otherwise in compliance with this Agreement and (d) such transfer is otherwise
effected in accordance with applicable securities laws. Except as specifically
permitted by this Section (10), the rights of Holder with respect to
Registrable Securities as set out herein shall not be transferable to any other
person, and any attempted transfer shall cause all rights of Holder therein to
be forfeited.

            (10) Termination of Registration Rights. The right of Holder to
request the inclusion of its Registrable Securities in any registration pursuant
to Section (k)(2) shall terminate if all Registrable Securities held by Holder
may immediately be sold under Rule 144.

            (m) Transfer to Comply with the Securities Act.

            (1) This warrant, or any new warrant issued pursuant to Section (d)
hereof, or the Warrant Stock or any other security issued or issuable upon
exercise of this Warrant, may not be transferred unless and until (i) the
Company has received the opinion of counsel for the Holder that the security to
be transferred may be sold pursuant to an exemption from registration under the
Securities Act, and applicable state law, the availability of which is
established to the reasonable satisfaction of the Company and its counsel, and
then only against receipt of an agreement of such transferee to comply with the
provisions of this Section (m) with respect to any resale or other disposition
of such securities, or (ii) a registration statement relating to the security to
be transferred has been filed by the Company and declared effective by the SEC
and compliance with applicable state law.

            (2) The Company may cause a customary legend for securities not
registered under the Securities Act to be set forth on each certificate
representing Warrant Stock or any other security issued or issuable upon
exercise of this Warrant not theretofore distributed to the public or sold to
underwriters for distribution to the public pursuant to Section (k) hereof,
unless counsel for the Company is of the opinion as to any such certificate that
such legend is unnecessary.


                                       13
<PAGE>

            (n) Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given either (i) by
delivery in person, in which case any such notice shall be deemed to have been
duly given upon receipt, or (ii) by certified mail, (postage paid and return
receipt requested),in which case said notice will be deemed to have been duly
given three (3) days after such mailing, to the respective parties as follows:

               If to the Company, at:

                      700 Stewart Avenue
                      Garden City, NY 11530
                      Attention: Chief Executive Officer

               If to the Holder, at

                      _______________________
                      _______________________
                      Attention: ____________

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of a change of address shall
only be effective upon receipt.

            (o) Governing Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of New York, without regard to the
principles of conflict of laws.

            (p) No Prior Agreements. This Warrant (i) contains the entire
agreement, and supersedes all other prior agreements and understandings, both
written and oral, between the parties hereto with respect to the subject matter
hereof, and (ii) is not intended to confer upon any other person any rights or
remedies hereunder.

            (q) Effect of Headings. The section headings herein are for
convenience only and shall not affect the meaning or construction of this
Agreement.

                                            EDG CAPITAL, INC.


                                            By:_________________________________
                                               Jack Schwartzberg, President


                                       14
<PAGE>

                                  PURCHASE FORM

                                                   Dated ________________, 20___

      The undersigned hereby irrevocably elects to exercise the within Warrant
to the extent of purchasing ______ shares of Common Stock of EDG CAPITAL, INC.
and hereby makes payment of $________ in payment of the actual exercise price
thereof.

                     INSTRUCTIONS FOR REGISTRATION OF STOCK

Name____________________________________________________________________________
                  (please typewrite or print in block letters)

Address_________________________________________________________________________

Signature_______________________________________________________________________

Social Security or Employer I.D. No.____________________________________________

                                 ASSIGNMENT FORM

            FOR VALUE RECEIVED, ________________________________________________

hereby sells, assigns and transfers unto

Name____________________________________________________________________________
                  (please typewrite or print in block letters)

Address_________________________________________________________________________

the right to purchase Common Stock, represented by this Warrant to the extent of
____ shares as to which right is exercisable, and does hereby irrevocably
constitute and appoint attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.

                                            Signature___________________________

Dated:__________________, 20___


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