Exhibit 10.43




THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE REOFFERED,  SOLD,
ASSIGNED, TRANSFERRED,  PLEDGED, ENCUMBERED,  HYPOTHECATED OR OTHERWISE DISPOSED
OF, EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO A  TRANSACTION  WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.

                            NUWAVE TECHNOLOGIES, INC.

                                                                   March 3, 1998

            Warrant to Purchase up to 400,000 Shares of Common Stock

NUWAVE  Technologies,  Inc.,  a Delaware  corporation  (the  "Company"),  hereby
acknowledges  that  Janssen/Meyers   Associates,   L.P.   ("Janssen/Meyers")  is
entitled,  on the terms and  conditions  set forth below,  to purchase  from the
Company at any time  during  the  Exercise  Period up to 400,000  fully paid and
nonassessable  shares of Common Stock, par value $0.01 per share, of the Company
(the "Common Stock"),  as the same may be adjusted pursuant to Section 5 herein,
at the  Exercise  Price  (hereinafter  defined),  as the  same  may be  adjusted
pursuant to Section 5 herein.

Section 1.        Definitions.

         "Bid Price" shall mean the closing bid price of the Common Stock on the
Principal Market.

         "Date of  Exercise"  shall mean the date on which an original  Exercise
Form and the original  Warrant,  together with the full Exercise  Price for each
share of Common Stock as to which the Warrant is exercised,  if applicable,  are
actually received by the Company.

         "Exercise  Form"  shall mean either the Cash  Exercise  Form or the Net
Exercise Form.

         "Exercise Period" shall mean the period beginning on September 3, 1999,
and ending on March 3, 2003.

         "Exercise Price" shall mean $4.00 per share of Common Stock, subject to
adjustments in accordance with Section 5 herein.

         "Outstanding"  shall mean, at any date as of which the number of Common
Stock is to be determined,  all issued and outstanding  Common Stock,  and shall
include  all  Common  Stock  issuable  in respect  of  outstanding  scrip or any
certificates  representing  fractional  interests  in  Common  Stock;  provided,
however,  that  "Outstanding"  shall not mean any Common Stock then  directly or
indirectly owned or held by or for the account of the Company.

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         "Per Share  Warrant  Value" shall mean the  difference  resulting  from
subtracting  the Exercise  Price from the Bid Price of one share of Common Stock
on the Trading Day next preceding the Date of Exercise.

         "Public  Offering"  shall  mean  an  underwritten  public  offering  of
securities pursuant to an effective  registration statement under the Securities
Act.

         "Principal  Market" shall mean the Nasdaq SmallCap  Market,  the Nasdaq
National  Market,  the American Stock  Exchange or the New York Stock  Exchange,
whichever is at the time the principal trading exchange or market for the Common
Stock.

         "SEC  Documents"  shall mean the  Company's  latest Form 10-K as of the
time in  question,  all  Forms  10-Q and 8-K  filed  thereafter,  and the  Proxy
Statement for its latest fiscal year as of the time in question.

         "Securities  Act"  shall  mean the  U.S.  Securities  Act of  1933,  as
amended.

         "Trading  Day"  shall  mean any day  during  which  the New York  Stock
Exchange shall be open for business.

         "Warrant  Holder(s)" shall mean  Janssen/Meyers  and/or any assignee or
transferee of all or any portion of this Warrant.

         "Warrant  Shares"  shall  mean all  shares  of Common  Stock  issued or
issuable pursuant to the exercise of this Warrant.

Section 2.        Exercise.

          (a) Cash  Exercise.  This  Warrant  may be  exercised  by the  Warrant
Holder,  in whole or in part,  at any  time  and from  time to time  during  the
Exercise Period by delivery to the Company at its principal executive offices at
the  address  set  forth in  Section  13 of (i) this  Warrant;  (ii) the form of
exercise  attached  hereto as Exhibit A (the "Cash Exercise Form") duly executed
by the  Warrant  Holder,  and (iii) the full  Exercise  Price for each  share of
Common  Stock as to which  this  Warrant  is  exercised.  In the event  that the
Warrant is not exercised in full,  the number of Warrant Shares shall be reduced
by the number of such Warrant  Shares for which this Warrant is  exercised,  and
the Company,  at its expense,  shall  forthwith issue and deliver to or upon the
order of the  Warrant  Holder  a new  Warrant  of like  tenor in the name of the
Warrant  Holder or as the Warrant Holder may request,  reflecting  such adjusted
number of Warrant Shares within ten (10) Trading Days.

          (b) Net Exercise. This Warrant may be exercised by the Warrant Holder,
in whole or in part,  at any time  and from  time to time  during  the  Exercise
Period by  delivery  to the Company at its  principal  executive  offices at the
address  set  forth  in  Section  13 of (i) this  Warrant;  and (ii) the form of
exercise attached hereto as Exhibit B (the "Net Exercise Form") duly executed by
the Warrant  Holder,  including a calculation  of the number of shares of Common
Stock to be issued upon such  exercise in  accordance  with the terms  hereof (a
"Cashless  Exercise").  In the event of a Cashless Exercise,  the Warrant Holder
shall  surrender  this  Warrant  for that  number  of  shares  of  

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Common Stock  determined  by (i)  multiplying  the number of Warrant  Shares for
which this Warrant is being  exercised by the Per Share  Warrant  Value and (ii)
dividing  the  product  by the Bid  Price of one  share of  Common  Stock on the
Trading Day next  preceding the Date of Exercise.  In the event that the Warrant
is not exercised in full,  the number of Warrant  Shares shall be reduced by the
number of such  Warrant  Shares for which this  Warrant  is  exercised,  and the
Company, at its expense,  shall forthwith issue and deliver to or upon the order
of the  Warrant  Holder a new  Warrant of like tenor in the name of the  Warrant
Holder or as the Warrant Holder may request,  reflecting such adjusted number of
Warrant Shares within ten (10) Trading Days.

Section 3.        Delivery of Stock Certificates.

         (a) Delivery.  Subject to the terms and conditions of this Warrant,  as
soon as  practicable  after the Date of Exercise  of this  Warrant in full or in
part, and in any event within ten (10) Trading Days  thereafter,  the Company at
its expense (including,  without limitation, the payment by it of any applicable
issue taxes) will cause to be issued in the name of and delivered to the Warrant
Holder,  or as  the  Warrant  Holder  may  lawfully  direct,  a  certificate  or
certificates  for the number of validly  issued,  fully paid and  non-assessable
Warrant  Shares to which the Warrant  Holder shall be entitled on such exercise,
together with any other stock or other  securities or property  (including cash,
where  applicable) to which the Warrant Holder is entitled upon such exercise in
accordance with the provisions hereof.

         (b)  Fractional  Shares.  This  Warrant  may  not  be  exercised  as to
fractional  shares  of Common  Stock.  In the event  that the  exercise  of this
Warrant,  in full or in part,  would  result in the  issuance of any  fractional
share of Common  Stock,  then in such event the Warrant  Holder shall receive in
cash an amount equal to the Bid Price of such  fractional  share within ten (10)
Trading Days.

Section 4.        Covenants of the Company.

         (a) From the date hereof through the last date on which this Warrant is
exercisable,  the Company shall take all steps  reasonably  necessary and within
its  control to insure  that the Common  Stock  remains  listed or quoted on the
Principal Market.  Further, the Company shall use its best efforts to effect the
listing of the Warrant Shares on the Principal Market as soon as practicable but
prior to the Date of Exercise.

          (b) The  Warrant  Shares,  when  issued in  accordance  with the terms
hereof,  will be duly authorized and, when paid for or issued in accordance with
the terms hereof, shall be validly issued, fully paid and non-assessable.

          (c) The  Company  has  authorized  and  reserved  for  issuance to the
Warrant  Holder  the  requisite  number of  shares of Common  Stock to be issued
pursuant  to this  Warrant.  The  Company  shall at all times  reserve  and keep
available,  solely for issuance and delivery as Warrant Shares  hereunder,  such
shares of Common Stock as shall from time to time be issuable as Warrant Shares.

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Section 5.        Adjustment of the Exercise Price.

         The  Exercise  Price and,  accordingly,  the  number of Warrant  Shares
issuable upon exercise of the Warrant,  shall be subject to adjustment from time
to time upon the happening of certain events as follows:

         (a)   Reclassification,   Consolidation,   Merger  or  Mandatory  Share
Exchange.  If the Company,  at any time while this Warrant is unexpired  and not
exercised  in full (i)  reclassifies  or changes its  Outstanding  Common  Stock
(other than a change in par value,  or from par value to no par value per share,
or from no par value per share to par value or as a result of a  subdivision  or
combination of  Outstanding  Common Stock issuable upon exercise of the Warrant)
or (ii) consolidates,  merges or effects a mandatory share exchange with or into
another  corporation  (other  than a merger or  mandatory  share  exchange  with
another  corporation in which the Company is a continuing  corporation  and that
does not  result in any  reclassification  or change in its  Outstanding  Common
Stock,  other than a change in par value,  or from par value to no par value per
share,  or from no par  value  per  share  to par  value,  or as a  result  of a
subdivision or combination of Outstanding Common Stock issuable upon exercise of
the  Warrant),   then  in  any  such  event,  the  Company,  or  such  successor
corporation,  as the case  may be,  shall,  without  payment  of any  additional
consideration  therefore,  amend this  Warrant or issue a new Warrant  providing
that the  Warrant  Holder  shall have rights not less  favorable  to the Warrant
Holder than those then  applicable  to this Warrant and  providing  the right to
receive upon  exercise of such amended or new Warrant,  in lieu of each share of
Common Stock theretofore  issuable upon exercise of the Warrant  hereunder,  the
kind and  amount  of  shares  of  stock,  other  securities,  money or  property
receivable  upon  such  reclassification,   change,  consolidation,   merger  or
mandatory  share  exchange,  by the holder of one share of Common Stock issuable
upon exercise of the Warrant had the Warrant been exercised immediately prior to
such  reclassification,   change,  consolidation,   merger  or  mandatory  share
exchange.  Such amended or new Warrant shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section 5. The provisions of this  subsection (a) shall  similarly apply to
successive  reclassifications,  changes,  consolidations,  mergers and mandatory
share exchanges.

         (b) Subdivision or Combination of Shares.  If the Company,  at any time
while this Warrant is unexpired and not exercised in full,  shall  subdivide its
Common  Stock,  the Exercise  Price shall be  proportionately  reduced as of the
effective  date of such  subdivision,  or, if the Company shall take a record of
holders of its Common Stock for the purpose of so subdividing, as of such record
date,  whichever is earlier.  If the Company,  at any time while this Warrant is
unexpired  and not  exercised  in full,  shall  combine  its Common  Stock,  the
Exercise  Price shall be  proportionately  increased as of the effective date of
such  combination,  or, if the  Company  shall  take a record of  holders of its
Common Stock for the purpose of so combining,  as of such record date, whichever
is earlier.

         (c) Stock Dividends.  If the Company, at any time while this Warrant is
unexpired and not exercised in full, shall pay a dividend on its Common Stock in
shares of Common  Stock,  or shall  make any other  distribution  of its  Common
Stock,  then the Exercise  Price shall be  adjusted,  as of the date the Company
shall  take a record of the  holders  of its  Common  Stock for the  purpose  of
receiving such dividend or other distribution (or if no such record is taken, as
of the 

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date of such divided or other distribution),  to that price determined by
multiplying the Exercise Price in effect  immediately  prior to such dividend or
other distribution by a fraction:

            (1) the  numerator  of which shall be the total  number of shares of
its Outstanding Common Stock immediately prior to such dividend or distribution,
and

            (2) the  denominator of which shall be the total number of shares of
its Outstanding Common Stock immediately after such dividend or distribution.

The  provisions  of  this  subsection  (c)  shall  not  apply  under  any of the
circumstances for which an adjustment is provided in subsection (a) or (b).

         (d)  Adjustment  of  Number of  Shares.  Upon  each  adjustment  of the
Exercise  Price  pursuant  to any  provisions  of this  Section 5, the number of
Warrant Shares  issuable  hereunder at the option of the Warrant Holder shall be
calculated,  to the nearest one hundredth of a whole share,  by multiplying  the
number of Warrant Shares issuable prior to an adjustment by a fraction

            (1) the  numerator of which shall be the  Exercise  Price before any
adjustment pursuant to this Section 5; and

            (2) the  denominator of which shall be the Exercise Price after such
adjustment.

         (e) No Adjustments.  No adjustments to the Exercise Price shall be made
whatsoever as a result of (i) warrants and stock options granted or reserved for
issuance  to  employees,  consultants  and  directors  as  described  in the SEC
Documents on file with the SEC as of the date of this Warrant,  (ii)  securities
issued  pursuant to an Employee Stock Purchase Plan qualified  under Section 423
of the  Internal  Revenue  Code,  (iii) the  Warrant  or (iv) any  Common  Stock
issuable upon conversion or exercise of any of the foregoing.

         (f) Notice of  Adjustments.  Whenever the  Exercise  Price or number of
Warrant Shares shall be adjusted pursuant to Section 5 hereof, the Company shall
promptly make a certificate  signed by its President or a Vice  President and by
its Treasurer or Assistant  Treasurer or its  Secretary or Assistant  Secretary,
setting  forth in reasonable  detail the event  requiring  the  adjustment,  the
amount of the  adjustment,  the method by which such  adjustment  was calculated
(including a description of the basis on which the Company's  Board of Directors
made any determination hereunder),  and the Exercise Price and number of Warrant
Shares   purchasable  at  that  Exercise  Price  after  giving  effect  to  such
adjustment, and shall promptly cause copies of such certificate to be mailed (by
first class and postage prepaid) to the Warrant Holder.

Section 6.        No Impairment.

         The Company will not, by amendment of its Articles of  Incorporation or
By-Laws or  through  any  reorganization,  transfer  of  assets,  consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant,  but will at all times in good faith  assist in the carrying out of all
such  terms  and in the  taking  of  all  such  action  as may be  necessary  or
appropriate  in order to  protect  the  rights  of the  Warrant  Holder  against
impairment.  Without  limiting the generality of the 

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foregoing, the Company (a) will not increase the par value of any Warrant Shares
above the amount payable  therefor on such exercise,  and (b) will take all such
action as may be reasonably  necessary or  appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares on the
exercise of this Warrant.

Section 7.        Registration Rights.

         (a) Demand  Registration  Rights. The Company covenants and agrees with
the  Warrant  Holder(s)  that,  after  September  3, 1999,  within 60 days after
receipt of a written request from Warrant Holder(s) of more than 50% in interest
of the aggregate  number of Warrant Shares  issuable under the Warrant that such
holder(s)  desire  and  intend  to  transfer  more than 50% in  interest  of the
aggregate  number of Warrant  Shares,  the  Company  shall  file a  registration
statement (or a post-effective  amendment  thereto,  if appropriate) and use its
best efforts to cause such registration statement or post-effective amendment to
become  effective  under the  Securities  Act with  respect to the resale of the
Warrant Shares by the Warrant Holder(s),  provided,  that the Company shall have
no  obligation  to comply with the  foregoing  provisions  if, in the opinion of
counsel to the Company reasonably  acceptable to the Warrant Holder(s) from whom
such written  request has been received,  registration  under the Securities Act
(as well as any other  applicable  statute) is not  required for the transfer of
the  Warrant  Shares in the manner  proposed by such person or persons or that a
post-effective  amendment to a existing registration  statement would be legally
sufficient  for such transfer (in which latter event the Company shall  promptly
file  such  post-effective  amendment  and use its best  efforts  to cause  such
amendment to become effective under the Securities Act).

         The  provisions  of this Section 7(a) shall be subject to the following
conditions, qualifications and limitations, among others:

            (1) The  Company  shall  not be  obligated  to  file a  registration
statement or post-effective amendment pursuant to this Section 7(a) which, under
the Securities Act and the then effective rules, regulations, forms and releases
of the SEC thereunder, would be required to contain audited financial statements
as of a date other than the end of a fiscal  year of the Company and the related
fiscal periods then ended unless the Warrant Holder(s)  requesting  registration
undertake to pay (or reimburse) the incremental expenses incurred by the Company
in preparing such audited financial statements for inclusion.

            (2) The Company may defer the filing of a registration  statement or
post-effective amendment for up to 90 days after the request for registration is
made if the Board of Directors of the Company determines in good faith that such
registration or  post-effective  amendment  would adversely  affect or otherwise
interfere  with a proposed  or pending  transaction  by the  Company,  including
without  limitation,  a material  financing  or a corporate  reorganization,  or
during any  period of time in which the  Company is in  possession  of  material
inside information  concerning the Company or its securities,  which information
the Company determines in good faith is not ripe for disclosure.

            (3) The Company may defer the filing of a registration statement for
up to 180 days after the request for  registration is made if the Company is not
then eligible to effect a

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registration  on Form S-3 under the  Securities  Act or any  successor  form, or
similar short-form registration.

            (4) If a demand registration  pursuant to this Section 7(a) ("Demand
Registration")  involves a Public Offering and the managing underwriter(s) shall
advise the Company that, in its view,  marketing factors require a limitation of
the  number  of  shares  of  Common  Stock  to be  underwritten  in such  Demand
Registration,  then the Company  shall  register the Common Stock in such Demand
Registration in the following  order: (i) first, the Warrant Shares requested to
be included in such Demand  Registration by the Warrant Holder(s),  (ii) second,
the Common Stock requested to be included in such Demand Registration by holders
of Common Stock other than the Warrant  Holder(s) (the  "Electing  Holders") and
(iii) any Common Stock  proposed to be registered by the Company;  provided that
(y) if all the Common Stock requested to be included in such Demand Registration
by members of any group set forth  above are not to be  included,  selection  of
Common Stock to be included  from within such group shall be made pro rata based
on the  number of  Common  Stock  that each  member  of such  group  shall  have
requested to be included  therein,  and (z) if any Warrant  Holder has requested
inclusion in such Demand  Registration and if at least 50% of the Warrant Shares
requested to be included by such Warrant Holder are not so included, the Company
shall, within 180 days after such Warrant Holder's request for inclusion in such
Demand Registration,  file another  registration  statement (or a post-effective
amendment  thereto,  if  appropriate)  and use its best  efforts  to cause  such
registration statement or post-effective amendment to become effective under the
Securities  Act with respect to the resale of the  remaining  Warrant  Shares by
such Warrant Holder.

         (b) Incidental  Registration  Rights. In the event the Company proposes
to file a  registration  statement  under the Securities Act with respect to its
Common Stock (other than a registration  (i) on Form S-8 or S-4 or any successor
or similar  forms or (ii)  relating to Common Stock  issuable  upon  exercise of
employee  stock  options or in connection  with any employee  benefit or similar
plan of the  Company),  the Company  shall give written  notice of such proposed
filing at least  concurrently  with the initial filing date of such registration
statement  to the Warrant  Holder(s),  which  notice shall set forth the Warrant
Holder(s)'  rights under this Section 7(b) and shall offer the Warrant Holder(s)
the opportunity to include in such registration statement such amount of Warrant
Shares as the Warrant  Holder(s) shall request (an  "Incidental  Registration").
Upon the written request of the Warrant Holder(s),  which must be made within 15
Trading Days after the receipt of notice from the Company  (which  request shall
specify the amount of Warrant  Shares  intended to be disposed of by the Warrant
Holder(s)),  the Company  will use its best  efforts to effect the  registration
under the  Securities  Act of all such Warrant Shares which the Company has been
so requested to register by the Warrant  Holder(s) (the "Piggy-back  Shares") to
the extent required to permit the disposition of such Piggy-back Shares to be so
registered;  provided that (y) if such Incidental Registration involves a Public
Offering, the Warrant Holder(s) requesting an Incidental  Registration must sell
its Piggy-back  Shares to the  underwriters  on the same terms and conditions as
applicable to the Company and other selling shareholders and (z) if, at any time
after  giving  written  notice of its  intention  to register  any Common  Stock
pursuant  to  this  Section  7(b)  and  prior  to  the  effective  date  of  the
registration  statement filed in connection with such registration,  the Company
shall  determine for any reason not to register  such Common Stock,  the Company
shall give written notice thereof to the Warrant Holder(s) and, thereupon,

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shall be  relieved  of its  obligation  to  register  the  Piggy-back  Shares in
connection with such registration.

         If a  registration  under this Section 7(b) involves a Public  Offering
and the  managing  underwriter(s)  shall advise the Company  that,  in its view,
marketing  factors  require a limitation of the number of shares of Common Stock
to be  underwritten  in such  registration,  then the Company shall register the
Common  Stock  in  such  registration  in  the  following  order:  (i)  if  such
registration  is a primary  registration  on behalf of the Company,  the Company
shall register in such  registration  (a) first, the shares of Common Stock that
the Company proposes to sell, and (b) second,  the Piggy-back Shares held by the
Warrant  Holder(s) and the shares of Common Stock held by each Electing  Holder,
on a pro rata basis, based upon the number of shares such holders, respectively,
originally sought to include in such registration; and (ii) if such registration
was  initiated  solely  as a  secondary  registration  on  behalf of a holder of
securities  of the  Company  (each a  "Secondary  Holder"),  the  Company  shall
register in such  registration  (a) first,  the number of shares of Common Stock
sought to be included in such registration by such Secondary  Holders,  on a pro
rata  basis,   based  upon  the  number  of  shares  such   Secondary   Holders,
respectively, originally sought to include in such registration, (b) second, the
shares of Common  Stock,  if any,  that the  Company  seeks to  include  in such
registration and (c) third, the Piggy-back  Shares held by the Warrant Holder(s)
and the  shares of Common  Stock  held by each  Electing  Holder,  on a pro rata
basis,  based upon the number of shares such holders,  respectively,  originally
sought to include in such registration.  Notwithstanding  the foregoing,  if any
Warrant Holder has requested inclusion in such Incidental Registration and if at
least 50% of the  Piggy-back  Shares  requested  to be included by such  Warrant
Holder  are not so  included,  the  Company  shall,  within  180 days after such
Warrant  Holder's  request for inclusion in such Incidental  Registration,  file
another  registration  statement  (or a  post-effective  amendment  thereto,  if
appropriate)  and use its best efforts to cause such  registration  statement or
post-effective  amendment  to become  effective  under the  Securities  Act with
respect to the resale of the remaining Piggy-back Shares by such Warrant Holder.

         (c) Other Conditions to Registration. The Company shall not be required
(i) to maintain the effectiveness of a registration  statement or post-effective
amendment  beyond the earlier to occur of 270 days after the  effective  date of
the registration statement or post-effective  amendment or the date on which all
of the Warrant Shares have been sold (the "Termination Date"), provided, that if
at the  Termination  Date the  Warrant  Shares  are  covered  by a  registration
statement which also covers other  securities and which is required to remain in
effect beyond the  Termination  Date,  the Company shall maintain in effect such
registration  statement as it relates to the Warrant  Shares for so long as such
registration statement (or any substitute  registration statement) remains or is
required to remain in effect for any of such other securities, or (ii) to comply
with more than one request for registration pursuant to Section 7(a) or (iii) to
honor any request to register  the Warrant  Shares  pursuant to Section  7(a) or
7(b) received before September 3, 1999 or after March 3, 2003.

         (d)  Registration  Expenses.  The  Company  shall pay all  registration
expenses  incurred in connection  with the  registration  of the Warrant  Shares
pursuant to this Section 7 ("Registration  Expenses").  Notwithstanding anything
to the contrary  contained herein,  Registration  Expenses shall not include (i)
underwriting   fees,   discounts,   transfer  taxes  or  commissions,   if  any,

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attributable  to the sale of the Warrant  Shares,  which shall be payable by the
Warrant  Holder(s) pro rata on the basis of the number of Warrant Shares of each
Warrant Holder that are included in a  registration  pursuant to Section 7(a) or
7(b), and (ii) the incremental  expenses incurred by the Company as described in
Section 7(a)(1).

         (e) State  Securities  Laws. In connection with the registration of the
Warrant Shares in accordance with Section 7(a) or 7(b) above, the Company agrees
to use its best  efforts to register  or qualify  the Warrant  Shares for resale
under the state  securities  or Blue Sky laws of such  states  which the Warrant
Holder(s) of such Warrant Shares shall  designate,  until the dates specified in
Section 7(c) above in connection  with  registration  under the Securities  Act,
provided  that in no event  shall the  Company  be  obligated  to  qualify to do
business in any jurisdiction where it is not otherwise  qualified or planning to
so qualify or to take any action  which would  subject it to general  service of
process in any jurisdiction  where it is not otherwise so subject or to register
or obtain a license  as a broker or  dealer in  securities  in any  jurisdiction
where it is not otherwise so registered or licensed.

         (f) Indemnification by the Company. The Company agrees to indemnify and
hold harmless the Warrant Holder, its partners, affiliates, officers, directors,
employees and duly  authorized  agents,  and each person or entity,  if any, who
controls the Warrant Holder within the meaning of the Securities  Act,  together
with  the  partners,   affiliates,   officers,  directors,  employees  and  duly
authorized  agents  of such  controlling  Person or  entity  (collectively,  the
"Controlling  Persons"),  from and against any loss, claim,  damage,  liability,
costs and expenses (including,  without limitation,  reasonable  attorneys' fees
and disbursements)  (collectively,  "Damages"),  and any action or proceeding in
respect thereof to which the Warrant Holder, its partners, affiliates, officers,
directors, employees and duly authorized agents, and any such Controlling Person
may become  subject  under the  Securities  Act or  otherwise  as incurred  and,
insofar as such Damages (or actions or proceedings in respect thereof) arise out
of, or are based upon,  any untrue  statement or alleged  untrue  statement of a
material fact contained in any registration  statement or prospectus relating to
the Warrant Shares or any preliminary prospectus, or arises out of, or are based
upon, any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
except  insofar as the same are based upon  information  furnished in writing to
the Company by the Warrant Holder expressly for use therein. Notwithstanding the
foregoing,  the Company shall not be liable to the Warrant Holder, its partners,
affiliates,  officers, directors,  employees and duly authorized agents, and any
such Controlling Person, to the extent that any such Damages arise out of or are
based upon an untrue  statement  or alleged  untrue  statement  or  omission  or
alleged  omission made in any  preliminary  prospectus if (i) the Warrant Holder
failed  to send or  deliver  a copy of the  final  prospectus  delivered  by the
Company  to the  Warrant  Holder  with  or  prior  to the  delivery  of  written
confirmation of the sale by the Warrant Holder to the person asserting the claim
from  which  such  Damages  arise,  and (ii) the  final  prospectus  would  have
corrected such untrue  statement or alleged untrue statement or such omission or
alleged omission.

         (g) Indemnification by the Warrant Holder. The Warrant Holder agrees to
indemnify and hold harmless the Company,  its  partners,  affiliates,  officers,
directors,  employees 

                                        9

<PAGE>

and duly authorized  agents, and each person or entity, if any, who controls the
Company  within the meaning of the Securities  Act,  together with the partners,
affiliates,  officers,  directors,  employees and duly authorized agents of such
controlling Person or entity (collectively,  the "Company Controlling Persons"),
from and against any and all Damages,  and any action or  proceeding  in respect
thereof to which the Company,  its partners,  affiliates,  officers,  directors,
employees and duly authorized  agents,  and any such Company  Controlling Person
may become  subject  under the  Securities  Act or  otherwise  as incurred  and,
insofar as such Damages (or actions or proceedings in respect thereof) arise out
of, or are based upon,  any untrue  statement or alleged  untrue  statement of a
material fact contained in any registration  statement or prospectus relating to
the  Warrant  Holders or any  preliminary  prospectus,  or arises out of, or are
based upon,  any omission or alleged  omission to state  therein a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in said registration statement,  said prospectus or said preliminary prospectus,
in reliance upon and in conformity with the information  furnished in writing to
the Company by the Warrant Holder expressly for use therein.

         (h) Conduct of Indemnification  Proceedings.  Promptly after receipt by
any person or entity in respect of which  indemnity  may be sought  pursuant  to
subsection (f) or (g) above (an  "Indemnified  Party") of notice of any claim or
the  commencement  of any action,  the  Indemnified  Party shall,  if a claim in
respect  thereof is to be made  against the person or entity  against  whom such
indemnity  may be sought (the  "Indemnifying  Party"),  notify the  Indemnifying
Party in writing of the claim or the  commencement of such action;  in the event
an  Indemnified  Party  shall  fail to give  such  notice  as  provided  in this
subsection  (h) and the  Indemnifying  Party to whom  notice  was not  given was
unaware of the  proceeding  to which such  notice  would  have  related  and was
materially  prejudiced by the failure to give such notice,  the  indemnification
provided  for in  subsection  (f) or (g) shall be  reduced  to the extent of any
actual  prejudice  resulting  from such  failure to so notify  the  Indemnifying
Party;  provided,  that the failure to notify the  Indemnifying  Party shall not
relieve it from any liability that it may have to an Indemnified Party otherwise
than under  subsection  (f) or (g). If any such claim or action shall be brought
against  an  Indemnified  Party,  and it shall  notify  the  Indemnifying  Party
thereof, the Indemnifying Party shall be entitled to participate  therein,  and,
to the  extent  that it  wishes,  jointly  with  any  other  similarly  notified
Indemnifying  Party,  to assume the  defense  thereof  with  counsel  reasonably
satisfactory to the Indemnified  Party. After notice from the Indemnifying Party
to the Indemnified  Party of its election to assume the defense of such claim or
action,  the Indemnifying Party shall not be liable to the Indemnified Party for
any legal or other expenses  subsequently  incurred by the Indemnified  Party in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation;  provided  that the  Indemnified  Party  shall  have the right to
employ separate  counsel to represent the Indemnified  Party and its controlling
persons who may be subject to  liability  arising out of any claim in respect of
which indemnity may be sought by the Indemnified  Party against the Indemnifying
Party,  but the fees and  expenses of such  counsel  shall be for the account of
such  Indemnified  Party unless (i) the  Indemnifying  Party and the Indemnified
Party shall have mutually agreed to the retention of such counsel or (ii) in the
reasonable  judgment  of the  Indemnifying  Party  and  the  Indemnified  Party,
representation of both parties by the same counsel would be inappropriate due to
actual or potential  conflicts of interest  between them,  it being  understood,
however,  that the Indemnifying Party shall not, in connection with any one such
claim or action or  separate  but  substantially  similar or  related  claims or
actions in the same jurisdiction  arising out of 

                                       10

<PAGE>

the same  general  allegations  or  circumstances,  be  liable  for the fees and
expenses of more than one separate firm of attorneys  (together with appropriate
local counsel) at any time for all Indemnified Parties, or for fees and expenses
that are not reasonable.  No Indemnifying Party shall, without the prior written
consent of the Indemnified Party,  effect any settlement of any claim or pending
or threatened  proceeding in respect of which the Indemnified  Party is or could
have  been a party  and  indemnity  could  have been  sought  hereunder  by such
Indemnified Party, unless such settlement  includes an unconditional  release of
such  Indemnified  Party  from  all  liability  arising  out of  such  claim  or
proceeding.  Whether or not the defense of any claim or action is assumed by the
Indemnifying Party, such Indemnifying Party will not be subject to any liability
for any  settlement  made  without  its  consent,  which  consent  shall  not be
unreasonably withheld.

         (i) Contribution. If the indemnification provided for in subsection (f)
or (g) is  unavailable  to the  Indemnified  Parties in  respect of any  Damages
referred to herein,  then the Indemnifying  Party, in lieu of indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party as a result of such Damages as between the Company on the one
hand and the Warrant Holder on the other,  in such  proportion as is appropriate
to reflect  the  relative  fault of the  Company  and of the  Warrant  Holder in
connection  with  such  statements  or  omissions,  as well as  other  equitable
considerations.  The  relative  fault of the  Company on the one hand and of the
Warrant  Holder on the other shall be  determined  by reference  to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by such party, and the parties' relative intent,  knowledge,  access to
information and opportunity to correct or prevent such statement or omission.

         The Company and the Warrant  Holder agree that it would not be just and
equitable if contribution pursuant to this subsection (i) were determined by pro
rata  allocation or by any other method of allocation that does not take account
of  the  equitable  considerations  referred  to in  the  immediately  preceding
paragraph. No person guilty of fraudulent  misrepresentation (within the meaning
of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

Section 8.        Rights as a Stockholder.

         Prior to the exercise of this Warrant,  the Warrant Holder shall not be
entitled  to any rights as a  stockholder  of the  Company  with  respect to the
Warrant Shares,  including  (without  limitation) the right to vote such shares,
receive dividends or other  distributions  thereon or be notified of stockholder
meetings.  However, in the event of any taking by the Company of a record of the
holders of any class of securities  for the purpose of  determining  the holders
thereof who are entitled to receive any dividend (other than a cash dividend) or
other  distribution,  any right to subscribe for,  purchase or otherwise acquire
any  shares of stock of any class or any other  securities  or  property,  or to
receive any other right, the Company shall mail to each Warrant Holder, at least
10 days prior to the date  specified  therein,  a notice  specifying the date on
which  any  such  record  is to be  taken  for the  purpose  of  such  dividend,
distribution  or  right,   and  the  amount  and  character  of  such  dividend,
distribution or right.

                                       11

<PAGE>

Section 9.        Replacement of Warrant.

         Upon receipt of evidence reasonably  satisfactory to the Company of the
loss,  theft,  destruction  or mutilation of the Warrant and, in the case of any
such loss,  theft or destruction  of the Warrant,  upon delivery of an indemnity
agreement or security reasonably  satisfactory in form and amount to the Company
or, in the case of any such  mutilation,  on surrender and  cancellation of such
Warrant, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like tenor.

Section 10.       Choice of Law.

         This Warrant  shall be construed  and enforced in  accordance  with and
governed  by the  laws of the  State  of New  York,  without  giving  effect  to
provisions regarding conflicts of law or choice of law.

Section 11.       Entire Agreement; Amendments.

         This  Warrant  contains  the entire  understanding  of the parties with
respect to the matters  covered  hereby.  No  provision  of this  Warrant may be
waived or amended other than by a written instrument signed by the party against
whom enforcement of any such amendment or waiver is sought.

Section 12.       Restricted Securities.

         (a) Registration or Exemption Required. This Warrant has been issued in
a transaction exempt from the registration requirements of the Securities Act in
reliance upon the  provisions of Section 4(2)  promulgated  by the SEC under the
Securities  Act. This Warrant and the Warrant  Shares  issuable upon exercise of
this  Warrant may not be resold  except  pursuant to an  effective  registration
statement or an exemption to the registration requirements of the Securities Act
and applicable state laws.

         (b) Legends.

            (1) This  Warrant and any new or amended  Warrants  issued  pursuant
hereto shall bear the following legend:

THIS WARRANT AND THE  SECURITIES  ISSUABLE  UPON  EXERCISE  HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES
ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE REOFFERED,  SOLD,
ASSIGNED, TRANSFERRED,  PLEDGED, ENCUMBERED,  HYPOTHECATED OR OTHERWISE DISPOSED
OF, EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO A  TRANSACTION  WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.

            (2) Any Warrant  Shares  issued upon  exercise of the Warrant  shall
bear the following legend:

                                       12

<PAGE>

"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
U.S.  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR ANY OTHER
APPLICABLE   SECURITIES  LAWS,  AND  MAY  NOT  BE  REOFFERED,   SOLD,  ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED,  HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT
PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR
PURSUANT  TO A  TRANSACTION  WHICH IS  EXEMPT  FROM,  OR NOT  SUBJECT  TO,  SUCH
REGISTRATION.

         (c) No Other  Legend or Stock  Transfer  Restrictions.  No legend other
than the one  specified in Section  12(b) has been or shall be placed on any new
or amended Warrants or any share certificates  representing the Common Stock and
no   instructions   or  "stop  transfer   orders,"  so  called  "stock  transfer
restrictions,"  or  other  restrictions  have  been or  shall  be  given  to the
Company's  transfer agent with respect thereto other than as expressly set forth
in this Section 12.

         (d)  Assignment.   Assuming  the  conditions  of  Section  12(a)  above
regarding registration or exemption have been satisfied,  the Warrant Holder may
sell, transfer, assign, pledge or otherwise dispose of this Warrant, in whole or
in part.  The Warrant  Holder  shall  deliver a written  notice to the  Company,
substantially  in the form of the  Assignment  attached  hereto  as  Exhibit  C,
indicating  the person or persons to whom the Warrant  shall be assigned and the
respective number of warrants to be assigned to each assignee. The Company shall
effect the  assignment  within ten (10) Trading  Days,  and shall deliver to the
assignee(s) designated by the Warrant Holder a Warrant or Warrants of like tenor
and terms for the appropriate number of Warrant Shares.

         (e)  Warrant  Holder's  Compliance.  Nothing  in this  Section 12 shall
affect in any way the Warrant Holder's obligations under any agreement to comply
with all applicable securities laws upon resale of the Common Stock.

Section 13.       Notices.

         Any notice or other  communication  required  or  permitted  under this
Warrant  shall be in writing and shall be deemed given (a) when it is personally
delivered;  (b) immediately upon transmission if it is transmitted by facsimile,
telex, or telegram;  (c) three days after it is sent by a nationally  recognized
overnight  courier service,  or (d) seven days after it is sent by United States
mail  with  postage  prepaid;  to the  following  addresses  (or to  such  other
addresses as each party may  designate in writing to the other  parties) (in the
event that any notice or  communication  is made on a day that is not a business
day in New York or New Jersey,  such notice or communication  shall be deemed to
have been given on the next succeeding business day):

   If to NUWAVE Technologies, Inc.:            Jeremiah O'Brien
                                               Chief Financial Officer
                                               One Passaic Avenue
                                               Fairfield, New Jersey 07004
                                               Telephone (973) 882-8810 ext. 212
                                               Facsimile (973) 882-8812

                                       13

<PAGE>

   with a copy to:                             Fredric Klink, Esq.
   (shall not constitute notice)               Dechert, Price & Rhoads
                                               30 Rockefeller Plaza, 23rd Floor
                                               New York, New York 10112
                                               Telephone (212) 698-3537
                                               Facsimile (212) 698-3599

   If to Janssen/Meyers:                       Bruce Meyers
                                               Partner
                                               Janssen/Meyers Associates, L.P.
                                               17 State Street
                                               New York, New York 10004
                                               Telephone (212) 742-4200
                                               Facsimile (212) 742-4222

    with a copy to:                            Stanley R. Goldstein, Esq.
   (shall not constitute notice)               Goldstein & Digioia, LLP
                                               369 Lexington Avenue
                                               New York, New York 10017
                                               Telephone (212) 599-3322
                                               Facsimile (212) 557-0295

Either party hereto may from time to time change its address or facsimile number
for  notices  under  this  Section  13 by giving at least ten (10)  days'  prior
written  notice of such changed  address or facsimile  number to the other party
hereto.

Section 14.       Miscellaneous.

         The headings in this Warrant are for  purposes of reference  only,  and
shall not limit or otherwise  affect any of the terms hereof.  The invalidity or
unenforceability  of any provision hereof shall in no way affect the validity or
enforceability of any other provision.

                                       14
<PAGE>

         IN WITNESS  WHEREOF,  this Warrant was duly  executed on the date first
written above.

                                       NUWAVE Technologies, Inc.


                                       By: /s/ Gerald Zarin
                                           ------------------------------------
                                           Gerald Zarin
                                           Chairman and Chief Executive Officer


                                       Attested


                                       By: /s/ Jeremiah F. O'Brien
                                           -------------------------------------
                                           Jeremiah F. O'Brien
                                           Secretary and Chief Financial Officer

                                       15

<PAGE>

                            EXHIBIT A TO THE WARRANT

                            NUWAVE Technologies, Inc.

                                  CASH EXERCISE

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
__________________  shares  of  Common  Stock of NUWAVE  Technologies,  Inc.,  a
Delaware  corporation,  evidenced by the attached  Warrant,  and herewith  makes
payment of the Exercise Price with respect to such shares in full in the form of
[wire  transfer,  cash or check in the amount of $___],  [_____  Warrant  Shares
which represent the amount of Warrant Shares as provided in the attached Warrant
to be canceled in connection  with such  exercise],  all in accordance  with the
conditions and provisions of said Warrant.

         The  undersigned  requests  that stock  certificates  for such  Warrant
Shares be issued, and a Warrant  representing any unexercised  portion hereof be
issued  pursuant  to this  Warrant  in the  name of the  registered  Holder  and
delivered to the undersigned at the address set forth below.


Dated:_______________________________________

---------------------------------------------
Signature of Registered Holder
---------------------------------------------
Name of Registered Holder (Print)
---------------------------------------------



---------------------------------------------
Address of Registered Holder (Print)

                                       16

<PAGE>

                            EXHIBIT B TO THE WARRANT

                            NUWAVE Technologies, Inc.

                                  NET EXERCISE

         The undersigned hereby irrevocably  exercises the right to exchange the
attached Warrant for a number of shares of Common Stock of NUWAVE  Technologies,
Inc., a Delaware corporation, as determined by multiplying the number of Warrant
Shares for which the Warrant is being  exercised by the Per Share  Warrant Value
and  dividing  the product by the Bid Price of one share of Common  Stock on the
Trading Day next preceding the Date of Exercise as set forth below:

     No. of Shares for which this Warrant is exercised:

     Per Share Warrant Value                               $

     Bid Price (as of preceding Trading Day)               $

     No. of Shares to be sent to Warrant Holder

         The  undersigned  requests  that stock  certificates  for such  Warrant
Shares be issued, and a Warrant  representing any unexercised  portion hereof be
issued  pursuant  to this  Warrant  in the  name of the  registered  Holder  and
delivered to the undersigned at the address set forth below.

Dated:_______________________________________

---------------------------------------------
Signature of Registered Holder
---------------------------------------------
Name of Registered Holder (Print)
---------------------------------------------



---------------------------------------------
Address of Registered Holder (Print)


                                       17

<PAGE>

                            EXHIBIT C TO THE WARRANT

                            NUWAVE Technologies, Inc.

                                   ASSIGNMENT

         (To be executed by the registered  Warrant Holder  desiring to transfer
the Warrant) FOR VALUED RECEIVED, the undersigned Warrant Holder of the attached
Warrant  hereby sells,  assigns and  transfers  unto the persons below named the
right  to  purchase   ______________  shares  of  the  Common  Stock  of  NUWAVE
TECHNOLOGIES, INC. evidenced by the attached Warrant.

Name(s) of Assignee(s)                 Address                 No. of Shares





Dated:
      ---------------------------------------


---------------------------------------------
Signature of Registered Holder
---------------------------------------------
Name of Registered Holder (Print)
---------------------------------------------



---------------------------------------------
Address of Registered Holder (Print)