DATED AS OF JANUARY 22, 2001


                             WARRANT AGREEMENT


          The  undersigned,  being  President of National Health and Safety
Corporation (the "COMPANY"), a corporation organized and existing under the
Revised Business Corporation Act of the  State  of  Utah,  hereby certifies
that,  pursuant  to  the  confirmed Debtors' Fourth Amended Joint  Plan  of
Reorganization, as amended,  dated  August  21,  2000,  (the "PLAN") in the
matter  styled  IN RE NATIONAL HEALTH & SAFETY CORPORATION,  Case  No.  99-
18339-DWS, in the  United  States Bankruptcy Court for the Eastern District
of  Pennsylvania,  and  Section   16-10a-1008   of   the  Revised  Business
Corporation  Act  of  the State of Utah, the Company hereby  executes  this
Warrant  Agreement  (the  "AGREEMENT")establishing  Warrants  as  described
below:

     Pursuant to the terms and conditions of the Plan, the Company proposes
to issue to the holders of the Company's Series A Equity Units and Series B
Equity Units two classes of warrants, Class A Warrants and Class B Warrants
as hereinafter described  (collectively,  the "WARRANTS") to purchase up to
an aggregate of 8,000,000 shares of the Company's  Common  Stock, par value
$0.001 per share (the "COMMON STOCK"), subject to adjustment as provided in
Section  8  hereof  (such 8,000,000 shares, as adjusted, being  hereinafter
referred to as the "SHARES").   The  8,000,000 shares shall be comprised of
4,000,000 shares to be issued on exercise of 4,000,000 Class A Warrants and
4,000,000 shares to be issued on exercise of Class B Warrants, as adjusted.
Each Class A Warrant shall entitle the Holder thereof to purchase one share
of Common Stock along with one Class B  Warrant  for  the  price  of $1.00.
Each Class B Warrant shall entitle the Holder thereof to purchase one share
of Common Stock for the price of $1.50.  All capitalized terms used  herein
and  not  otherwise  defined  herein shall have the same meanings as in the
Plan.

          NOW THEREFORE, pursuant  to  the Plan and Sections 16-10a-602 and
     1008 of the Revised Business Corporation Act of the State of Utah, the
     Corporation hereby agrees to establish Class A and Class B Warrants to
     purchase Common Stock, par value $0.001 per share, of the Corporation,
     having   the   following  rights,  qualifications,   limitations   and
     restrictions:

1.   ISSUANCE OF WARRANTS;  FORM  OF  WARRANT.   On  the  Closing  Date the
Company  will issue and deliver the number of Class A Warrants required  by
the Plan to  the  holders  of each series of Preferred Stock.  The Warrants
may be issued in either certificated  or  uncertificated form.  The form of
the Class A Warrant certificate, the form of  assignment  thereof,  and the
form  of  election  to  purchase  Shares  to  be  attached thereto shall be
substantially  as set forth on Exhibit A attached hereto  and  incorporated
herein by reference.  The form of the Class B Warrant certificate, the form
of assignment thereof,  and  the  form of election to purchase Shares to be
attached thereto shall be substantially  as set forth on Exhibit B attached
hereto and incorporated herein by reference.  Warrant certificates shall be
executed on behalf of the Company by the manual  or  facsimile signature of
the present or any future Chairman, President or any Vice  President of the
Company and attested by the manual or facsimile signature of the present or
any future Secretary or Assistant Secretary of the Company.

2.   REGISTRATION.  The Warrants shall be numbered and shall  be registered
in a Warrant register (the "WARRANT REGISTER") to be kept by the Company or
a Warrant Agent appointed by the Company.  The Company shall be entitled to
treat the registered Holder of any Warrant on the Warrant Register  as  the
owner  in fact thereof for all purposes and shall not be bound to recognize
any equitable  or other claim to or interest in such Warrant on the part of
any other person,  and shall not be liable for any registration or transfer
of Warrants which are  registered  or are to be registered in the name of a
fiduciary or the nominee of a fiduciary  unless  made  with  the  Company's
actual  knowledge  that  a  fiduciary or nominee is committing a breach  of
trust in requesting such registration  or  transfer, or with such knowledge
of such facts that its participation therein amounts to bad faith.

3.   TRANSFER OF WARRANTS.  Warrant certificates may be exchanged for other
Warrant certificates representing an equal aggregate  number of Warrants of
the  same  class  or  may  be  transferred  in  whole or in part.   Warrant
certificates to be exchanged shall be surrendered  to the Company or to its
Warrant Agent at its corporate office, and upon satisfaction  of  the terms
and  provisions  hereof,  the  Company shall execute, issue and deliver  in
exchange  therefor  the  Warrant  certificate  or  certificates  which  the
registered holder making the exchange shall be entitled to receive.  In all
cases of transfer by an attorney, the  original  power  of  attorney,  duly
approved,  or  an official copy thereof, duly certified, shall be deposited
with the Company.   In  case  of  transfer  by  executors,  administrators,
guardians  or other legal representatives, duly authenticated  evidence  of
their authority shall be produced, and may be required to be deposited with
the Company  in  its  discretion.  Upon  any  registration of transfer, the
Company shall deliver a new Warrant or Warrants  to  the  persons  entitled
thereto.  The Company may require payment of a sum sufficient to cover  all
taxes and other governmental charges that may be imposed in connection with
any  voluntary  transfer,  exchange  or  other disposition of the Warrants.
Notwithstanding the foregoing, the Company  shall  have  no  obligation  to
cause  Warrants  to  be  transferred  on  its  books  to any person if such
transfer would violate the Securities Act of 1933, as amended  (the "ACT"),
or applicable state securities laws.

4.   TERM OF WARRANTS; EXERCISE OF WARRANTS.

     (A)  TERM  OF  WARRANTS.   Each  Class  A  Warrant entitles the Holder
thereof to purchase one Share and one Class B Warrant  at  a purchase price
of  $1.00  per  Share  and Class B Warrant (as adjusted from time  to  time
pursuant to the provisions  hereof,  the  "CLASS  A EXERCISE PRICE") at any
time until 5:00p.m., Eastern Standard Time, on the  second  anniversary  of
the  Effective  Date  of  the Plan (the "CLASS A WARRANT EXPIRATION DATE").
Each Class B Warrant entitles the Holder thereof to purchase one Share at a
purchase price of $1.50 per  Share  (as adjusted from time to time pursuant
to the provisions hereof, the "CLASS  B  EXERCISE PRICE") at any time until
5:00p.m., Eastern Standard Time, on the third  anniversary of the Effective
Date of the Plan  (the "CLASS B WARRANT EXPIRATION DATE").  Notwithstanding
any  other  provisions  contained herein, the Board  of  Directors  of  the
Company may from time to time, by duly adopted resolution, extend the Class
A and/or Class B Warrant  Expiration  Dates.   All  shares  of Common Stock
which may be issued upon the exercise of the Warrants will, upon  issuance,
be  validly  issued,  fully paid and nonassessable and, except as otherwise
set forth herein, free  from  all  taxes, liens and charges with respect to
the issuance thereof.

     (B)  EXERCISE OF WARRANTS.  The  Class  A  Exercise Price, the Class B
Exercise Price, and the number of Shares issuable upon exercise of Warrants
are subject to adjustment upon the occurrence of  certain  events, pursuant
to  the  provisions  of  Section  8  of  this  Agreement.   Subject to  the
provisions  of  this  Agreement, and in addition to the right to  surrender
Warrants without any cash  payment  as  set  forth in subsection (c) below,
each Holder shall have the right, which may be  exercised  as  set forth in
such  Warrants,  to purchase from the Company (and the Company shall  issue
and sell to such Holder)  the number of fully paid and nonassessable Shares
specified in such Warrants,  upon  surrender  to  the  Company, or its duly
authorized agent, of such Warrants, with the form of election  to  purchase
attached thereto duly completed and signed, with signatures guaranteed by a
member  firm  of  a national securities exchange, a commercial bank (not  a
savings bank or savings  and  loan association) or trust company located in
the United States or a member of  the  NASD and upon payment to the Company
of the Exercise Price, as adjusted in accordance  with  the  provisions  of
Section  8  of this Agreement, for the number of Shares in respect of which
such Warrants  are  then  exercised.   No  adjustment shall be made for any
dividends on any Shares issuable upon exercise  of  a  Warrant.   Upon each
surrender  of  Warrants  and payment of the applicable Exercise Price,  the
Company shall issue and cause to be delivered with all reasonable dispatch,
but in no event later than  three trading days following such surrender and
payment, to or upon the written order of the Holder of such Warrants and in
such  name  or  names  as  such Holder  may  designate,  a  certificate  or
certificates for the number  of  full Shares so purchased upon the exercise
of  such  Warrants,  together  with  Class   B   Warrant  Certificates,  if
applicable, as set forth herein.  Such certificate or certificates shall be
deemed to have been issued and any person so designated to be named therein
shall be deemed to have become a holder of record of such Shares (and Class
B Warrants, if applicable) as of the date of the surrender  of Warrants and
payment  of the applicable Exercise Price as aforesaid; provided,  however,
that if, at  the date of surrender of such Warrants, the transfer books for
the Common Stock or other class of securities issuable upon the exercise of
such Warrants shall be closed, the certificates for the Shares (and Class B
Warrants, if applicable)  shall  be  issuable  as of the date on which such
books  shall  next  be  opened  (whether before, on or  after  the  Warrant
Expiration Date) and until such date  the Company shall be under no duty to
deliver any certificate for such Shares  or  Class  B  Warrants;  provided,
further,  however,  that  the  transfer  books  of record, unless otherwise
required by law, shall not be closed at any one time  for  an  unreasonable
period.   The  rights  of  purchase  represented  by the Warrants shall  be
exercisable, at the election of the Holder(s) thereof,  either  in  full or
from  time  to time in part and, in the event that any Warrant is exercised
in respect of  less  than  all  of  the  Shares  (and  Class B Warrants, if
applicable) issuable upon such exercise at any time prior  to  the  Warrant
Expiration Date, a new Warrant or Warrants will be issued for the remaining
number  of  Shares  (and  Class B Warrants, if applicable) specified in the
Warrant so surrendered.

     (C)  PAYMENT OF EXERCISE  PRICE.   Payment  of the applicable Exercise
Price  may  be made in cash or by certified check or  official  bank  check
payable to the order of the Company.

5.   PAYMENT  OF  TAXES.  The Company will pay all documentary stamp taxes,
if any, attributable  to  the  issuance of Shares (and Class B Warrants, if
applicable) upon the exercise of  Warrants;  provided,  however,  that  the
Company  shall not be required to pay any tax or taxes which may be payable
in respect  of  any  transfer  involved  in  the  issue  or delivery of any
certificates  for Shares (and Class B Warrants, if applicable)  in  a  name
other than that  of  the Holder of Warrants in respect of which such Shares
(and Class B Warrants, if applicable) are issued.

6.   MUTILATED OR MISSING  WARRANTS.   In case any of the Warrants shall be
mutilated, lost, stolen or destroyed, the  Company  shall issue and deliver
in  exchange and substitution for and upon cancellation  of  the  mutilated
Warrant,  or  in  lieu  of and substitution for the Warrant lost, stolen or
destroyed, a new Warrant of like tenor and representing an equivalent right
or interest, but only upon  receipt  of evidence reasonably satisfactory to
the Company of such mutilation, loss,  theft or destruction of such Warrant
and indemnity, if requested, reasonably  satisfactory  to  the Company.  An
applicant  for such substitute Warrants shall also comply with  such  other
reasonable regulations  and  pay such other reasonable charges and expenses
as the Company may prescribe.

7.   RESERVATION OF SHARES.  There  have  been  reserved,  and  the Company
shall at all times keep reserved, out of the authorized and unissued Common
Stock,  a  number  of shares of Common Stock sufficient to provide for  the
exercise of the rights of purchase represented by the outstanding Warrants.
The Company or the transfer  agent  for  the  Common Stock (including every
subsequent  transfer agent, if any) for the Company's  securities  issuable
upon the exercise  of  the  Warrants  will  be  irrevocably  authorized and
directed  at  all  times until the Warrant Expiration Date to reserve  such
number of authorized  and  unissued  shares  as  shall be required for such
purpose.  The Company will keep a copy of this Agreement  on  file with the
transfer agent for any shares of the Company's securities issuable upon the
exercise  of  the  Warrants.   Upon  request,  the Company will supply  the
transfer agent with duly executed certificates for  such  purpose  and will
itself   provide  or  otherwise  make  available  any  cash  which  may  be
distributable  as  provided  in  Section 9 of this Agreement.  All Warrants
surrendered  in  the exercise of the  rights  thereby  evidenced  shall  be
canceled, and such  canceled  Warrants shall constitute sufficient evidence
of the number of Shares that have  been  issued  upon  the exercise of such
Warrants.   No  shares of Common Stock shall be subject to  reservation  in
respect of unexercised Warrants subsequent to the Warrant Expiration Date.

8.   ADJUSTMENTS  OF  EXERCISE  PRICE  AND  NUMBER  OF SHARES.  The Class A
Exercise  Price,  the Class B Exercise Price, and the number  and  kind  of
securities issuable  upon  exercise  of  each  Warrant  shall be subject to
adjustment  from  time  to  time upon the happening of certain  events,  as
follows:

     (A)  In case the Company  shall  subdivide  or combine its outstanding
shares  of  Common  Stock into a greater or lesser number  of  shares,  the
number of Shares (and  Class  B  Warrants,  if applicable) purchasable upon
exercise of each Warrant immediately prior thereto  shall  be  adjusted  so
that  the  Holder of each Warrant shall be entitled to receive the kind and
number of Shares  (and Class B Warrants, if applicable) or other securities
of the Company which  he  would have owned or have been entitled to receive
after the happening of any  of the events described above, had such Warrant
been exercised immediately prior  to  the  happening of such subdivision or
combination or any record date with respect  thereto.   An  adjustment made
pursuant to this paragraph (a) shall become effective immediately after the
effective  date of such event retroactive to immediately after  the  record
date, if any, for such event.

     (B)  In case the Company shall at any time after the date hereof pay a
dividend in  shares  of  Common  Stock  or make a distribution in shares of
Common Stock, then upon such dividend or distribution the Exercise Price in
effect immediately prior to such dividend  or  distribution shall forthwith
be reduced to a price determined by dividing:

          (1)  an  amount equal to the total number  of  shares  of  Common
Stock  outstanding immediately  prior  to  such  dividend  or  distribution
multiplied  by  the  Exercise  Price  in  effect  immediately prior to such
dividend or distribution, by

          (2)  the  total  number  of  shares of Common  Stock  outstanding
immediately after such dividend or distribution.

                   For  the  purposes of any  computation  to  be  made  in
accordance with the provisions of this subsection, the following provisions
shall be applicable: Common Stock  issuable  by  way  of  dividend or other
distribution  on  any  stock  of the Company shall be deemed to  have  been
issued immediately after the opening  of business on the date following the
date fixed for the determination of stockholders  entitled  to receive such
dividend or other distribution.

     (C)  In case of a capital reorganization or a reclassification  of the
Common Stock (except as provided in Subsection (a) above or Subsection  (l)
below), any Warrant Holder, upon exercise of Warrants, shall be entitled to
receive, in substitution for the Common Stock to which he would have become
entitled   upon  exercise  immediately  prior  to  such  reorganization  or
reclassification,  the shares (of any class or classes) or other securities
or property of the Company  (or  cash)  that he would have been entitled to
receive at the same aggregate Exercise Price  upon  such  reorganization or
reclassification if such Warrants had been exercised immediately  prior  to
the  record  date  with  respect  to  such  event;  and  in  any such case,
appropriate  provision  (as  determined  by the Board of Directors  of  the
Company, whose determination shall be conclusive  if made in good faith and
shall be evidenced by a certified Board resolution  filed  with the Warrant
Agent)  shall be made for the application of this Section with  respect  to
the rights  and  interests thereafter of the Warrant Holders (including but
not limited to the allocation of the Exercise Price between or among shares
of classes of capital  stock),  to the end that this Section (including the
adjustments of the number of shares  of  Common  Stock  or other securities
purchasable and the Exercise Price thereof) shall thereafter  be reflected,
as  nearly  as reasonably practicable, in all subsequent exercises  of  the
Warrants  for  any  shares  or  securities  or  other  property  (or  cash)
thereafter  deliverable  upon  the  exercise  of  the  Warrants.  The above
provisions   of   this  Subsection  shall  similarly  apply  to  successive
reorganizations or reclassifications.

     (D)  Within a reasonable time after the close of each quarterly fiscal
period of the Company  during which the Exercise Price has been adjusted as
herein provided, the Company shall:

          (1)  file with  the  Warrant  Agent  a  certificate signed by the
President  or  Vice  President  of  the  Company  and by the  Treasurer  or
Assistant  Treasurer  or  the Secretary or an Assistant  Secretary  of  the
Company,  showing  in detail  the  facts  requiring  all  such  adjustments
occurring during such  period  and  the  Exercise  Price  after  each  such
adjustment; and

          (2)  the  Warrant  Agent  shall  have no duty with respect to any
such  certificate  filed  with  it except to keep  the  same  on  file  and
available  for inspection by Warrant  Holders  during  reasonable  business
hours,  and the  Warrant  Agent  may  conclusively  rely  upon  the  latest
certificate  furnished  to it hereunder. The Warrant Agent shall not at any
time be under any duty or responsibility to any Warrant Holder to determine
whether any facts exist which  may  require  any adjustment of the Exercise
Price, or with respect to the nature or extent  of  any  adjustment  of the
Exercise  Price when made, or with respect to the method employed in making
any such adjustment,  or  with  respect  to  the  nature  or  extent of the
property  or  securities  deliverable  hereunder.  In  the  absence  of   a
certificate  having been furnished, the Warrant Agent may conclusively rely
upon the provisions  of  the  Warrants  with  respect  to  the Common Stock
deliverable  upon the exercise of the Warrants and the applicable  Exercise
Price thereof.

     (E)  Notwithstanding  anything  contained  herein  to the contrary, no
adjustment  of  the  Exercise  Price  shall be made if the amount  of  such
adjustment  shall be less than $.05 per  Warrant,  but  in  such  case  any
adjustment that  would  otherwise  be  required  then  to  be made shall be
carried  forward and shall be made at the time and together with  the  next
subsequent  adjustment  which,  together  with  any  adjustment  so carried
forward, shall amount to not less than $.05.

     (G)  For  the  purpose  of  this Section 8, the term "shares of Common
Stock" shall mean (i) the class of  stock designated as the Common Stock of
the Company at the date of this Agreement  or (ii) any other class of stock
resulting  from  successive  changes or reclassifications  of  such  shares
consisting solely of changes in  par  value,  or  from  no par value to par
value, or from par value to no par value.  In the event that  at  any time,
as  a  result  of  an adjustment made pursuant to paragraph (a) above,  the
Holders shall become  entitled  to  purchase any shares of capital stock of
the Company other than shares of Common  Stock,  thereafter  the  number of
such  other  shares  so  purchasable upon exercise of each Warrant and  the
Exercise Price of such shares  shall  be subject to adjustment from time to
time in a manner and on terms as nearly  equivalent  as  practicable to the
provisions with respect to the Shares (and Class B Warrants, if applicable)
contained  in  paragraphs  (a)  through (f), inclusive, and paragraphs  (h)
through (m), inclusive, of this Section  8,  and the provisions of Sections
4,  5,  and  7,  with  respect  to  the Shares (and Class  B  Warrants,  if
applicable), shall apply on like terms to any such other shares.

     (H)  Upon  the  expiration  of  any   rights,   options,  warrants  or
conversion rights or exchange privileges, if any, thereof  shall  not  have
been  exercised,  the applicable Exercise Price and the number of shares of
Common Stock (and Class  B  Warrants,  if  applicable) purchasable upon the
exercise  of each Warrant shall, upon such expiration,  be  readjusted  and
shall thereafter  be  such  as  each would have been had it originally been
adjusted (or had the original adjustment not been required, as the case may
be) as if (i) the only shares of  Common  Stock  (and  Class B Warrants, if
applicable)  so  issued  were  the  shares  of  Common Stock (and  Class  B
Warrants, if applicable), if any, actually issued or sold upon the exercise
of  such  rights,  options,  warrants  or  conversion  rights  or  exchange
privileges and (ii) such shares of Common Stock (and Class  B  Warrants, if
applicable),  if  any,  were  issued or sold for the consideration actually
received   by  the  Company  upon  such   exercise   plus   the   aggregate
consideration,  if  any, actually received by the Company for the issuance,
sale or grant of all of such rights, options, warrants or conversion rights
or exchange privileges whether or not exercised; provided, however, that no
such readjustment shall  have the effect of decreasing the number of Shares
(and Class B Warrants, if  applicable)  issuable  upon the exercise of each
Warrant or increasing the applicable Exercise Price  by an amount in excess
of the amount of the adjustment initially made in respect  of the issuance,
sale  or  grant of such rights, options, warrants or conversion  rights  or
exchange privileges.

     (I)  The  Company may, at its option and in its sole discretion at any
time during the  term  of  the  Warrants,  reduce  the then current Class A
and/or Class B Exercise Price to any amount deemed appropriate by the Board
of Directors of the Company.

     (J)  Whenever  the  number  of  Shares  (and  Class  B   Warrants,  if
applicable)  issuable  upon  the exercise of each Warrant or the applicable
Exercise Price of such Shares  (and  Class  B  Warrants,  if applicable) is
adjusted,  as  herein  provided, the Company shall promptly mail  by  first
class mail, postage prepaid,  to  each  Holder notice of such adjustment or
adjustments.

     (K)  Except as provided in this Section 8, no adjustment in respect of
any  dividends shall be made during the term  of  a  Warrant  or  upon  the
exercise of a Warrant.

     (L)  In case of any consolidation of the Company with or merger of the
Company  with  or  into  another  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, the Company or such successor or
purchasing corporation (or an  affiliate  of  such  successor or purchasing
corporation), as the case may be, agrees that each Holder  shall  have  the
right  thereafter  upon  payment of the applicable Exercise Price in effect
immediately prior to such  action to purchase upon exercise of each Warrant
the kind and amount of shares  and  other Warrants, securities and property
(including cash) which he would have owned or have been entitled to receive
after the happening of such consolidation,  merger,  sale or conveyance had
such  Warrant  been  exercised  immediately  prior  to  such  action.   The
provisions  of  this  paragraph  (1)  shall  similarly apply to  successive
consolidations, mergers, sales or conveyances.

     (M)  Notwithstanding any adjustment in the Class A or Class B Exercise
Price  or the number or kind of shares and warrants  purchasable  upon  the
exercise  of  the  Warrants  pursuant  to  this Agreement, certificates for
Warrants  issued prior or subsequent to such  adjustment  may  continue  to
express the same price and number and kind of Shares (and Class B Warrants,
if applicable) as are initially issuable pursuant to this Agreement.

9.   NO RIGHTS AS STOCKHOLDERS; NOTICES OF CORPORATE ACTION.

     (A)  Nothing  contained  in  this  Agreement or in any of the Warrants
shall be construed as conferring upon the Holders thereof the right to vote
or to receive dividends or to consent or  to receive notice as shareholders
in respect of the meetings of shareholders  or the election of directors of
the Company or any other matter, or any rights  whatsoever  as shareholders
of  the  Company;  provided,  however, that in the event that a meeting  of
shareholders shall be called to  consider and take action on a proposal for
the voluntary dissolution of the Company,  other  than in connection with a
consolidation,  merger  or  sale  of  all,  or substantially  all,  of  its
property, assets, business and good will as an  entirety,  then and in that
event  the  Company shall cause a notice thereof to be sent by  first-class
mail, postage prepaid, at least twenty (20) days prior to the date fixed as
a record date or the date of closing the transfer books in relation to such
meeting, to each  registered  Holder  of  Warrants at such Holder's address
appearing on the Warrant Register; but failure  to  mail or to receive such
notice or any defect therein or in the mailing thereof shall not affect the
validity of any action taken in connection with such voluntary dissolution.

     (B)  In the event the Company intends to make any  distribution on its
Common  Stock  (or other securities which may be issuable in  lieu  thereof
upon the exercise  of  Warrants),  including,  without limitation, any such
distribution  to be made in connection with a consolidation  or  merger  in
which the Company  is  the continuing corporation, or to issue subscription
rights or warrants to holders  of its Common Stock, the Company shall cause
a notice of its intention to make  such  distribution  to be sent by first-
class mail, postage prepaid, at least twenty (20) days prior  to  the  date
fixed  as  a  record  date  or  the  date  of closing the transfer books in
relation to such distribution, to each registered  Holder  of  Warrants  at
such  Holder's  address  appearing  on the Warrant Register, but failure to
mail or to receive such notice or any  defect  therein  or  in  the mailing
thereof  shall  not  affect  the validity of any action taken in connection
with such distribution.

10.  NOTICES.  Any notice pursuant  to  this Agreement by any Holder to the
Company, shall be in writing, shall be given  by  registered  or  certified
mail, and shall be deemed given upon receipt by the Company at its  offices
at  3811  Bee  Cave  Road, Suite 210, Austin, Texas 78746, or to such other
address as the Company  may  designate  by  notice given in accordance with
this Section 10.

     Notices or demands authorized by this Agreement to be given or made by
the Company to the Holder of any Warrant and/or  the  holder  of  any Share
shall  be sufficiently given or made (except as otherwise provided in  this
Agreement)  if sent by first-class mail, postage prepaid, addressed to such
Holder or such  holder  of  Shares  at  the  address of such Holder or such
holder  of Shares as shown on the Warrant Register  or  the  books  of  the
Company, as the case may be.

11.  SUPPLEMENTS  AND  AMENDMENTS.   The  Company  may  from  time  to time
supplement  or amend this Agreement, without the approval of any Holder  in
order to cure  any  ambiguity  or  to  correct  or supplement any provision
contained  herein  which may be defective or inconsistent  with  any  other
provision herein, or  to  make any other provisions in regard to matters or
questions  arising hereunder  which  the  Company  may  deem  necessary  or
desirable and  which  shall  not be inconsistent with the provisions of the
Warrants and which shall not adversely affect the interests of the Holders.
Any supplement or amendment which  would  adversely affect the interests of
the  Holders  may be made by the Company only  with  the  approval  of  the
holders of a majority  of  the  outstanding  Warrants.  Upon such approval,
such supplement or amendment shall be binding on all Holders.

12.  BENEFITS  OF  THIS  AGREEMENT.   Nothing in this  Agreement  shall  be
construed to give any person or corporation  other than the Company and the
Holders any legal or equitable right, remedy or claim under this Agreement.
This Agreement shall be for the sole and exclusive  benefit  of the Company
and its Holders

13.  GOVERNING LAW.  This Agreement and each Warrant issued hereunder shall
be governed by and construed in accordance with the substantive laws of the
State of  Utah.  The Company hereby agrees to accept service of  process by
notice given to it pursuant to the provisions of Section 10.

                         [SIGNATURE PAGE FOLLOWS]
IN  WITNESS  WHEREOF,  the  Company  has  caused  this Agreement to be duly
executed as of the day, month and year first above written.


COMPANY:                      NATIONAL HEALTH AND SAFETY CORPORATION


                              By:  ____________________________________
                                   ____________________________________
                                   President


ATTEST:

____________________________________
____________________________________
Secretary

WARRANT AGREEMENT                                                    Page 1

<PAGE>
                                 EXHIBIT A

                        CLASS A WARRANT CERTIFICATE

                              To Be Attached









WARRANT AGREEMENT                                                    Page 1

<PAGE>
                                 EXHIBIT B

                        CLASS B WARRANT CERTIFICATE

                              TO BE ATTACHED






































WARRANT AGREEMENT                                                    Page 1