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                                                               EXHIBIT 10.46

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT") OR ANY STATE SECURITIES
     LAWS AND HAVE BEEN ACQUIRED PURSUANT TO AN INVESTMENT REPRESENTATION ON THE
     PART OF THE PURCHASER HEREOF AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED,
     DONATED, OR OTHERWISE TRANSFERRED, WHETHER OR NOT FOR CONSIDERATION, BY THE
     PURCHASER EXCEPT UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF
     ITS COUNSEL OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY
     BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN EITHER CASE, TO THE EFFECT
     THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE 1933 ACT, AND
     APPLICABLE STATE SECURITIES LAWS.

                             ECOSCIENCE CORPORATION

                          Common Stock Purchase Warrant
                                       to
                             Purchase 156,000 Shares
                                       of
                                  Common Stock

                This Common Stock Purchase Warrant is issued to:

           TAGLICH BROTHERS, D'AMADEO, WAGNER & COMPANY, INCORPORATED
                                 100 Wall Street
                                   10th Floor
                               New York, NY 10005

by ECOSCIENCE CORPORATION, a Delaware corporation (hereinafter called the
"Company", which term shall include its successors and assigns).

     FOR VALUE RECEIVED and subject to the terms and conditions hereinafter set
out, the registered holder of this Warrant is entitled upon surrender of this
Warrant to purchase from the Company One Hundred Fifty-Six Thousand (156,000)
fully paid and nonassessable shares of Common Stock, no par value (the "Common
Stock"), at the price of $2.00 per share.

     This Warrant shall expire at the close of business on September 24, 2001.


     1.  (a) The right to purchase shares of Common Stock represented by this
Warrant may be exercised by the registered holder hereof, in whole or in part by
the surrender of this Warrant (properly endorsed if required) at the principal
office of the Company at 10 Alvin Court, East Brunswick, New Jersey 08816, (or
such other office or agency of the Company as it may designate by notice in
writing to the registered holder hereof at the address of such holder appearing
on the books of the Company), and upon payment to the Company, by cash or by
certified check or bank draft, of the Warrant Purchase Price (as hereinafter
defined) for such shares.  The Company agrees that the shares so purchased shall
be deemed to be issued to the registered holder hereof as the record

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owner of such shares as of the close of business on the date on which this
Warrant shall have been surrendered and payment made for such shares as
aforesaid.  Certificates for the shares so purchased (together with a cash
adjustment in lieu of any fraction of a share) shall be delivered to the
registered holder hereof within a reasonable time, not exceeding five (5)
business days, after the rights represented by this Warrant shall have been so
exercised, and, unless this Warrant has expired, a new Warrant representing the
number of shares, if any, with respect to which this Warrant shall not then have
been exercised, in all other respects identical with this Warrant, shall also be
issued and delivered to the registered holder hereof within such time, or, at
the request of such registered holder, appropriate notation may be made on his
Warrant and the same returned to such registered holder.

         (b)  This Warrant may be exercised to acquire, from and after the date
hereof, the number of shares of Common Stock set forth on the first page hereof;
provided, however, the right hereunder to purchase such shares of Common Stock
shall expire at the close of business on September 24, 2001.

    2.   This Warrant is being issued by the Company to Taglich Brothers,
D'Amadeo, Wagner & Company, Incorporated ("Taglich Brothers") pursuant to a
Placement Agreement between the Company and Taglich Brothers dated September 12,
1996, whereby the Company agreed to issue a five (5) year warrant exercisable at
$2.00 per share to Taglich Brothers equal to fifteen  (15%) percent of the total
number of shares of Common Stock sold by Taglich Brothers in a Private Placement
pursuant to a Confidential Private Placement Memorandum dated September 20, 1996
("Memorandum").

    3.   The Company covenants and agrees that all Common Stock upon issuance
against payment of the exercise price pursuant to this Warrant will be validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof; and, without limiting the generality of the
foregoing, the Company covenants and agrees that it will take from time to time
all such action as may be requisite to assure that the par value per share of
the Common Stock is at all times equal to or less than the then effective
Warrant Purchase Price.  The Company further covenants and agrees that during
the period within which the rights represented by this Warrant may be exercised,
the Company will have at all times authorized, and reserved for the purpose of
issue or transfer upon exercise of the rights evidenced by this Warrant, a
sufficient number of shares of Common Stock to provide for the exercise of the
rights represented by this Warrant, and will procure at its sole expense upon
each such reservation of shares the listing thereof (subject to issuance or
notice of issuance) on all stock exchanges on which the Common Stock is then
listed or inter-dealer trading systems on which the Common Stock is then traded.
The Company will take all such action as may be necessary to assure that such
shares of Common Stock may be so issued without violation of any applicable law
or regulation, or of any requirements of any national securities exchange upon
which the Common Stock may be listed or inter-dealer trading system on which the
Common Stock is then traded.  The Company will not take any action which would
result in any adjustment in the number of shares of Common Stock purchasable
hereunder if the total number of shares of Common Stock issuable pursuant to the
terms of this Warrant after such action upon full exercise of this Warrant and,
together with all shares of Common Stock then outstanding and all shares of
Common Stock then issuable upon exercise of all options and other

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rights to purchase shares of Common Stock then outstanding, would exceed the
total number of shares of Common Stock then authorized by the Company's Articles
of Incorporation, as then amended.

    4.   The above provisions are, however, subject to the following:

         (a)  The Initial Warrant Purchase Price shall be $2.00 per share.  Such
purchase price shall be subject to an adjustment from time to time as
hereinafter provided (such price or price as last adjusted, as the case may be,
being herein called the "Warrant Purchase Price").  Upon each adjustment of the
Warrant Purchase Price, the registered holder of this Warrant shall thereafter
be entitled to purchase, at the Warrant Purchase Price resulting from such
adjustment, the number of shares of Common Stock obtained by (i) multiplying the
Warrant Purchase Price in effect immediately prior to such adjustment by the
number of shares of Common Stock purchasable hereunder immediately prior to such
adjustment and (ii) dividing the product thereof by the Warrant Purchase Price
resulting from such adjustment.

         (b)  In case the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares, the Warrant Purchase
Price in effect immediately prior to such subdivision shall be proportionately
reduced, and conversely, in case the outstanding shares of Common Stock shall be
combined into a smaller number of shares, the Warrant Purchase Price in effect
immediately prior to such combination shall be proportionately increased.

         (c)  If any capital reorganization or reclassification of the capital
stock of the Company, or any consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities or assets with respect to or in
exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale (except as otherwise provided
below in this paragraph 4(c)), lawful and adequate provisions shall be made
whereby the registered holder hereof shall thereafter have the right to purchase
and receive upon the basis and upon the terms and conditions specified in this
Warrant, such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for a number of outstanding shares of such Common
Stock equal to the number of shares of such stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby
had such reorganization, reclassification, consolidation, merger or sale not
taken place, and in any such case appropriate provision shall be made with
respect to the rights and interests of the registered holder of this Warrant to
the end that the provisions hereof (including, without limitation, provisions
for adjustments of the Warrant Purchase Price and of the number of shares
purchasable and receivable upon the exercise of this Warrant) shall thereafter
be applicable, as nearly as may be, in relation to any shares of stock,
securities or assets thereafter deliverable upon the exercise hereof (including
an immediate adjustment, by reason of such consolidation or merger, of the
Warrant Purchase Price to the value for the Common Stock reflected by the terms
of such consolidation or merger if the value so reflected is less than the
Warrant Purchase Price in effect immediately prior to such consolidation or
merger).  In the event of a merger or consolidation of the Company with or into
another corporation as a result of which a number of shares of common stock of
the surviving

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corporation greater or lesser than the number of shares of Common Stock of the
Company outstanding immediately prior to such merger or consolidation are
issuable to holders of Common Stock of the Company, then the Warrant Purchase
Price in effect immediately prior to such merger or consolidation shall be
adjusted in the same manner as though there were a subdivision or combination of
the outstanding shares of Common Stock of the Company.  The Company will not
effect any such consolidation, merger or sale, unless prior to the consummation
thereof the successor corporation (if other than the Company) resulting from
such consolidation or merger or the corporation purchasing such assets shall
assume by written instrument executed and mailed or delivered to the registered
holder hereof at the last address of such holder appearing on the books of the
Company, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to purchase or otherwise acquire.  If a purchase, tender
or exchange offer is made to and accepted by the holders of more than fifty
(50%) percent of the outstanding shares of Common Stock of the Company, the
Company shall not effect any  consolidation, merger or sale with the Person
having made such offer or with any Affiliate of such Person, unless prior to the
consummation of such consolidation, merger or sale the registered holder of this
Warrant shall have been given a reasonable opportunity to then elect to receive
upon the exercise of this Warrant either the amount of stock, securities or
assets then issuable with respect to the number of shares of Common Stock of the
Company in accordance with such offer.  The term "Person" as used in this
paragraph 4(c) shall mean and include an individual, a partnership, a
corporation, a trust, a joint venture, an unincorporated organization and a
government or any department or agency thereof.  For the purposes of this
paragraph 4(c), an Affiliate of any Person shall mean any Person directly or
indirectly controlling, controlled by or under direct or indirect preferred
control with, such other Person. A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such
corporation, whether through the ownership of voting securities, by contract or
otherwise.

         (d)  In case the Company shall sell or issue (i) Common Stock (except
upon exercise or conversion of options, warrants or convertible or exchangeable
securities either issued prior to the date hereof or as to which there has
already been adjustment pursuant to subdivision (ii)) or (ii) rights, options,
warrants or convertible or exchangeable securities exchangeable or exercisable
into Common Stock (collectively, "Rights") of the Company at a price per share
which is lower (at the record date for such issuance) than the then Warrant
Purchase Price  per share of Common Stock, the number of shares of Common Stock
thereafter purchasable upon the exercise of each Warrant shall be determined by
multiplying the number of shares of Common Stock theretofore purchasable upon
exercise of each Warrant by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to the issuance
of such Common Stock or Rights, plus the number of additional shares of Common
Stock offered for subscription or purchase, and the denominator of which shall
be the number of shares of Common Stock outstanding immediately prior to the
issuance of such Common Stock or Rights plus the number of shares which the
aggregate offering price of the total number of shares of Common Stock so
offered would purchase at the then Warrant Purchase Price  per share of Common
Stock.  Such adjustment shall be made whenever such Common Stock or Rights are
issued, and shall become effective retroactively immediately after the record
date for the determination of shareholders entitled to receive such Rights.

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         (e)  Whenever the Warrant Purchase Price and the number of shares of
Common Stock shall be adjusted as herein provided, the Company shall compute the
adjusted Warrant Purchase Price and the adjusted number of shares of Common
Stock in accordance with such provisions and shall prepare a certificate signed
by its President, any Vice President, Treasurer or Secretary setting forth the
adjusted Warrant Purchase Price and the adjusted number of shares of Common
Stock which may be acquired and showing in reasonable detail the facts upon
which such adjustments are based, and the Company shall cause to be mailed to
the registered holder of this Warrant a notice stating that the Warrant Purchase
Price and the number of shares of Common Stock have been adjusted and setting
forth the adjusted Warrant Purchase Price and the adjusted number of shares of
Common Stock.

         (f)  In case at any time:

              (i)   the Company shall declare any cash dividend upon its Common
    Stock payable at a rate in excess of the rate of the last cash dividend
    theretofore paid;

              (ii)  the Company shall declare any dividend upon its Common Stock
    payable in stock or make any special dividend or other distribution (other
    than regular cash dividends) to the holders of its Common Stock;

              (iii) the Company shall offer for subscription pro rata to the
    holders of its Common Stock any additional shares of stock of any class or
    other rights;

              (iv)  there shall be any capital reorganization, or
    reclassification of the capital stock of the Company, or consolidation or
    merger of the Company with, or sale of all or substantially all of its
    assets to, another corporation; or

              (v)   there shall be a voluntary or involuntary dissolution,
    liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give by first class
mail, postage prepaid, addressed to the registered holder of this Warrant at the
address of such holder as shown on the books of the Company (A) at least twenty
(20) days prior written notice of the date on which the books of the Company
shall close or a record shall be taken for such dividend, distribution or
subscription rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, and (B) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up, at least twenty (20) days prior written notice of the date when the
same shall take place.  Any notice required by clause (A) shall also specify, in
the case of any such dividend, distribution or subscription rights, the date on
which the holders of Common Stock shall be entitled thereto and any notice
required by clause (B) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for securities or
other property

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deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, as the case may be.

         (g)  If any event occurs as to which in the reasonable and good faith
opinion of the Board of Directors of the Company the other provisions of this
paragraph 4 are not strictly applicable or if strict application would not
fairly protect the purchase rights of this Warrant in accordance with the
essential intent and principles of such provisions, then the Board of Directors
of the Company shall make an adjustment in the application of such provisions,
in accordance with such essential intent and principles, so as to protect such
purchase rights as aforesaid, but in no event shall any such adjustment have the
effect of increasing the Warrant Purchase Price as otherwise determined pursuant
to this paragraph 4 except in the event of a combination of shares of the type
contemplated in paragraph 4(b) and then in no event to an amount larger than the
Warrant Purchase Price as adjusted pursuant to paragraph 4(b).

    5.   In the event the Company grants rights to all shareholders to purchase
Common Stock, the registered holder of this Warrant shall have the same rights
as if this Warrant had been exercised immediately prior to such grant.

    6.   The registered holder of this Warrant shall, with respect to the shares
of Common Stock issuable upon the exercise of this Warrant, have the
registration rights and "piggy back" registration rights set forth in the Stock
Purchase Agreement (the form of which is attached to the Memorandum) by and
among the Company, Taglich Brothers and the Investors purchasing shares pursuant
to the Memorandum.  Such registration rights and "piggy back" registration
rights are incorporated herein by this reference as if such provisions had been
set forth herein in full.

    7.   This Warrant need not be changed because of any change in the Warrant
Purchase Price or in the number of shares of Common Stock purchased hereunder.

    8.   The terms defined in this paragraph, whenever used in this Warrant,
shall, unless the context otherwise requires, have the respective meanings
hereinafter specified.  The term "Common Stock shall mean and include the
Company's Common Stock, $0.01 par value, authorized on the date of the original
issue of this Warrant and shall also include in case of any reorganization,
reclassification, consolidation, merger or sale of assets of the character
referred to in paragraph 4 hereof, the stock, securities or assets provided for
in such paragraph.  The term "Company" shall also include any successor
corporation to ECOSCIENCE CORPORATION by merger, consolidation or otherwise.
The term "outstanding" when used with reference to Common Stock shall mean at
any date as of which the number of shares thereof is to be determined, all
issued shares of Common Stock, except shares then owned or held by or for the
account of the Company.  The term "Securities Act" shall mean the Securities Act
of 1933, or any similar Federal statute, and the rules and regulations of the
Securities and Exchange Commission, or any other Federal agency then
administering such Securities Act, thereunder, all as the same shall be in
effect at the time.

    9.   This Warrant is exchangeable, upon the surrender hereby by the
registered holder hereof at the office or agency of the Company, for new
Warrants of like tenor representing in the

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aggregate the right to subscribe for and purchase the number of shares which may
be subscribed for and purchased hereunder, each of such new Warrants to
represent the right to subscribe for and purchase such number of shares as shall
be designated by such registered holder hereof at the time of such surrender.
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant or any such new Warrants and, in the
case of any such loss, theft, or destruction, upon delivery of a bond of
indemnity, reasonably satisfactory to the Company, or, in the case of any such
mutilation, upon surrender or cancellation of this Warrant or such new Warrants,
the Company will issue to the registered holder hereof a new Warrant of like
tenor, in lieu of this Warrant or such new Warrants, representing the right to
subscribe for and purchase the number of shares which may be subscribed for and
purchased hereunder.

    10.  The Company agrees to use its best efforts to file timely all reports
required to be filed by it pursuant to Section 13 or 15 of the Securities
Exchange Act of 1934, as amended, and to provide such information as will permit
the registered holder to sell this Warrant or any stock acquired upon exercise
of this Warrant in accordance with Rule 144 under the Securities Act.

    11.  The Company will at no time close its transfer books against the
transfer of this Warrant or of any shares of Common Stock issued or issuable
upon the exercise of this Warrant in any manner which interferes with the timely
exercise of this Warrant.  This Warrant shall not entitle the registered holder
hereof to any voting rights or any rights as a stockholder of the Company.  The
rights and obligations of the Company, of the registered holder of this Warrant,
and of any holder of shares of Common Stock issuable hereunder, shall survive
the exercise of this Warrant.

    12.  This Warrant sets forth the entire agreement of the Company and the
registered holder of this Warrant and the Common Stock issuable upon the
exercise of this Warrant with respect to the rights of the registered holder of
this Warrant and the Common Stock issuable upon the exercise of this Warrant,
notwithstanding the knowledge of such registered holder of any other agreement
or the provisions of any agreement, whether or not known to such registered
holder and the Company represents that there are no agreements inconsistent with
the terms hereof or which purport in any way to bind the registered holder of
this Warrant or the Common Stock.

    13.  The validity, interpretation and performance of this Warrant and each
of its terms and provisions shall be governed by the laws of the State of New
York.

    IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer under its corporate seal and to be dated September 25,
1996.


                                   ECOSCIENCE CORPORATION


                                   By:    /s/ HAROLD A. JOANNIDI
                                          ----------------------
                                   Name:  Harold A. Joannidi
                                   Title: Treasurer and Secretary

                                                                [CORPORATE SEAL]


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